8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2018

POTLATCHDELTIC CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-32729	82-0156045
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
601 W. First Avenue, Suite 1600 Spokane, WA		99201
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (509) 835-1500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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ITEM 7.01Regulation FD Disclosure

PotlatchDeltic Corporation (the “Company”) today announced the preliminary results of the shareholder election relating to a special dividend of the accumulated earnings and profits of Deltic Timber Corporation as of February 20, 2018, the date Deltic merged into a wholly-owned subsidiary of the Company.

Shareholders of record at the close of business on September 27, 2018 were able to elect stock or cash for the special dividend of $222 million, with the total cash distribution limited to 20 percent, or $44.4 million. The election period closed at 5 p.m. Eastern on November 9.

Approximately 42.4 million shares, or approximately 68% of PotlatchDeltic shares outstanding on the record date, elected to receive the special dividend in the form of cash. Based on the election results, shareholders who elected cash will receive $1.04629213per share, or approximately 30% of their special dividend, in cash and the remaining amount in stock.

The remaining shares, approximately 20.3 million or 32%, will receive the special dividend entirely in stock.

The average closing price on November 12, 13 and 14 will determine the number of shares each shareholder will receive.  

PotlatchDeltic expects to pay the special dividend on November 15, 2018.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 7.01. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

Item 9.01Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed herewith:

Exhibit NumberDescription

99.1Press Release

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 13, 2018

POTLATCHDELTIC CORPORATION
By:	/s/ Lorrie D. Scott
	Lorrie D. Scott
	Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release

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EX-99.1

News Release

For immediate release

Contact:	(INVESTORS)	(MEDIA)
	Jerry Richards	maRK bENSON
	509-835-1521	509-835-1513

PotlatchDeltic Announces Preliminary Results of

Special Dividend Shareholder Election

SPOKANE, Washington – November 13, 2018 (GLOBE NEWSWIRE) – PotlatchDeltic Corporation (NASDAQ: PCH) today announced the preliminary results of the shareholder election relating to a special dividend of the accumulated earnings and profits of Deltic Timber Corporation as of February 20, 2018, the date Deltic merged into a wholly-owned subsidiary of the company.

Shareholders of record at the close of business on September 27, 2018 were able to elect stock or cash for the special dividend of $222 million, with the total cash distribution limited to 20 percent, or $44.4 million.  The election period closed at 5 p.m. Eastern on November 9.

Approximately 42.4 million shares, or approximately 68% of PotlatchDeltic shares outstanding on the record date, elected to receive the special dividend in the form of cash.  Based on the election results, shareholders who elected cash will receive $1.04629213 per share, or approximately 30% of their special dividend, in cash and the remaining amount in stock.  The remaining shares, approximately 20.3 million or 32%, will receive the special dividend entirely in stock.  The average closing price on November 12, 13 and 14 will determine the number of shares each shareholder will receive. 

PotlatchDeltic expects to pay the special dividend on November 15, 2018.

About PotlatchDeltic

PotlatchDeltic Corporation (NASDAQ:PCH) is a leading Real Estate Investment Trust (REIT) that owns nearly 2 million acres of timberlands in Alabama, Arkansas, Idaho, Louisiana, Minnesota and Mississippi. Through its taxable REIT subsidiary, the company also operates six sawmills, an industrial-grade plywood mill, a medium density fiberboard plant, a residential and commercial real estate development business and a rural timberland land sales program. PotlatchDeltic, a leader in sustainable forest practices, is dedicated to long-term stewardship and sustainable management of its timber resources.   More information can be found at www.potlatchdeltic.com.

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