Merger (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Cost of Acquisition for Accounting Purposes

The following table summarizes the cost of the acquisition for accounting purposes:

(in thousands, except shares and per share amounts)
Total CatchMark shares and Partnership OP units outstanding to be converted1		48,688,754
Exchange ratio2		0.23
PotlatchDeltic shares issued as merger consideration		11,198,413
Price per PotlatchDeltic common share3	$	44.95
Value of PotlatchDeltic common shares issued as merger consideration	$	503,369
Attribution to consideration transferred for pre-merger services4		4,945
Total value of equity consideration		508,314
Cash paid in lieu of fractional shares		101
Transaction costs capitalized5		9,341
Purchase consideration	$	517,756

1.Number of shares of CatchMark common stock and Partnership OP units issued and outstanding as of September 14, 2022, immediately prior to the merger, net of fractional shares. These shares exclude 1.5 million unvested CatchMark share-based awards that fully vested, were exchanged for PotlatchDeltic shares upon closing of the merger and were allocated between the pre-merger and post-merger periods.

2.Exchange ratio per the merger agreement.

3.Closing price of PotlatchDeltic common stock on September 14, 2022.

4.Represents the fair value of CatchMark unvested share-based awards that fully vested upon closing of the merger allocated to the pre-merger period, net of impact from shares withheld to cover employee taxes.

5.Transaction costs include items such as investment banking fees, legal services, and other professional fees directly attributable to the merger. These costs are capitalized in an asset acquisition.

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

The following table reflects the fair value of assets acquired and liabilities assumed:

(in thousands)
ASSETS
Cash and cash equivalents	$	23,571
Other current assets		2,764
Intangible assets		3,000
Timber and timberlands		782,258
Other long-term assets1		29,265
Total assets acquired		840,858
LIABILITIES
Accounts payable and accrued liabilities		10,781
Long-term debt		300,000
Deferred tax liabilities, net		2,887
Other long-term liabilities		9,434
Total liabilities assumed		323,102
Net assets acquired	$	517,756

1.Includes $19.2 million for interest rate swap contracts. See Note 10: Derivative Instruments for additional information.

Schedule Of Non-capitalizable Merger Costs

During the year ended December 31, 2022, we incurred non-capitalizable merger costs in connection with the CatchMark merger as follows:

(in thousands)
Severance benefits1	$	7,584
Partnership OP Units' tax gross-up2		8,124
Share-based compensation3		9,307
Other4		2,310
Total merger expenses	$	27,325

1.Qualifying change-in-control and termination benefits for CatchMark executive officers and employees.

2.Tax gross-up payments to holders of Partnership OP Units, as defined in the merger agreement.

3.Share-based compensation for the acceleration of CatchMark equity awards that fully vested upon closing of the merger and were allocated to the post-merger period.

4.Consists primarily of post-merger period fees for legal services and other professional fees.