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): February 12, 2019
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.) |
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601 W. First Avenue, Suite 1600 Spokane, WA |
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99201 |
(Address of Principal Executive Offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 1.02. Termination of a Material Definitive Agreement
Effective February 12, 2019, PotlatchDeltic Corporation and its wholly owned subsidiaries, including Del-Tin Fiber, LLC (”Del-Tin”) terminated the Letter of Credit Agreement dated February 20, 2018 (“Credit Agreement”) with SunTrust Bank relating to the Union County, Arkansas Industrial Development Revenue Bonds (Del-Tin Fiber Project), Series 1998 (the “Bonds”) in connection with the sale of Del-Tin’s medium density fiberboard (“MDF”) business to Roseburg Forest Products Co. (“Roseburg”). Roseburg has assumed all of Del-Tin’s obligations in respect of the Bonds.
ITEM 2.01. Completion of Acquisition or Disposition of Assets
On December 20, 2018, Del-Tin entered into an Asset Purchase and Sale Agreement (the “Agreement”) to sell its MDF business to Roseburg for a purchase price of 92,111,000 in cash including the assumption of $29,000,000 of revenue bond obligations. The sale was completed on February 12, 2019.
ITEM 8.01. Other Events
Announcement of Completion of the Purchase and Sale of MDF Plant
On February 13, 2019, Del-Tin and Roseburg issued a joint press release announcing the completion of the sale of Del-Tin’s MDF plant. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
(d) Exhibits
The following items are filed as exhibits to this report:
99.1Press Release dated February 13, 2019
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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: February 13, 2019
POTLATCHDELTIC CORPORATION |
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By: |
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/s/ Lorrie D. Scott |
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Lorrie D. Scott |
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Vice President, General Counsel and Corporate Secretary |
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Exhibit |
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Description |
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99.1 |
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Feb. 13, 2019
FOR IMMEDIATE RELEASE
Rebecca Taylor, Corporate Communications Director
desk: (541) 679-2614, cell: (541) 513-1038
rebeccat@rfpco.com
Roseburg Contact:Rebecca Taylor, Corporate Communications Director
desk: (541) 679-2614, cell: (541) 513-1038
rebeccat@rfpco.com
PotlatchDeltic Contact: Anna Torma, desk: (509) 886-2609, cell (347) 886-2609
ROSEBURG AND POTLATCHDELTIC COMPLETE PURCHASE AND SALE OF MDF PLANT IN EL DORADO, ARK.
Springfield, Ore. – Roseburg Forest Products and PotlatchDeltic Corporation (NASDAQ:PCH) announced today that they have completed the previously announced purchase and sale of the assets of PotlatchDeltic subsidiary Del-Tin Fiber LLC, including its medium density fiberboard (MDF) plant located in El Dorado, Ark.
The two companies reached an agreement in principle in December 2018, dependent upon final due diligence and regulatory approval.
“The El Dorado MDF plant serves as the third point in Roseburg’s North American MDF manufacturing triangle and will play a key role in our continued expansion into the market,” Roseburg President and CEO Grady Mulbery said. “It is located in a region with a healthy wood basket and a robust history of wood products manufacturing. El Dorado MDF is already a profitable operation, and we look forward to seeing what the plant and its employees will do with further investment under long-term ownership.”
El Dorado MDF is Roseburg’s third MDF plant purchase in the past four years. The company acquired Pembroke MDF in eastern Ontario, Canada, in early 2018, and an MDF plant in Medford, Ore., in 2015.
“We believe this deal is a win for all parties. The El Dorado MDF employees are a dedicated group and Roseburg is a world-class MDF producer. PotlatchDeltic will give full focus to the two sawmills and half a million acres of excellent timberland acquired in the 2018 merger of Potlatch and Deltic,” said Mike Covey CEO for PotlatchDeltic.
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About Roseburg Forest Products
Founded in 1936, Roseburg Forest Products is a privately owned company and one of North America’s leading producers of particleboard, medium density fiberboard and thermally fused laminates. Roseburg also manufactures softwood and hardwood plywood, lumber, LVL and I-joists. The company owns and sustainably manages more than 600,000 acres of timberland in Oregon, North Carolina and Virginia, as well as an export wood chip terminal facility in Coos Bay, Ore. Roseburg products are shipped throughout North America and the Pacific Rim. To learn more about the company please visit www.Roseburg.com.
About PotlatchDeltic
PotlatchDeltic (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 residential and commercial real estate development business and a rural timberland 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.