Orrick Advises Major Unitholder of Pope Resources on Acquisition by Rayonier

January.16.2020

Orrick is advising the Emily T. Andrews 1987 Revocable Trust, one of the largest unitholders of Pope Resources (NASDAQ:POPE), on the pending acquisition of Pope Resources by Rayonier Inc. (NYSE:RYN). Pope Resources and Rayonier have entered into a merger agreement under which Rayonier will acquire all of the outstanding limited partnership units of Pope Resources. Under the terms of the agreement, Pope Resources unitholders will have the right to elect to receive (i) 3.929 common shares of Rayonier, (ii) 3.929 units of Rayonier Operating Partnership LP, or (iii) $125 in cash in exchange for each unit of Pope Resources. The transaction values Pope Resources’ limited partnership equity at $554 million or $126.91 per unit (assuming 70% of the Pope Resources units are exchanged for equity consideration and 30% are exchanged for cash consideration).

The Orrick team includes M&A and corporate partner Richard Vernon Smith, tax partner Eric Wall and tax senior counsel Grady Bolding. Grady was the principal draftsman of the limited partnership agreement which has governed Pope Resources since its spin-off from Pope & Talbot in the mid-1980s.

Expected to close in mid-2020, the transaction requires approval by a majority of Pope Resources’ unitholders and is subject to customary closing conditions and regulatory approvals. Additional information is available in Pope Resources’ press release.