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): September 21, 2018

CATCHMARK TIMBER TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-36239	20-3536671
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Concourse Parkway, Suite 2325

Atlanta, Georgia 30328

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (855) 858-9794

Former name or former address, if changed since last report: N/A

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 Instruction 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 o

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.o

Item 7.01Regulation FD Disclosure

On September 21, 2018, CatchMark Timber Trust, Inc. simultaneously issued press releases in the United States and the United Kingdom announcing that it has determined not to make an offer for the outstanding common shares of Phaunos Timber Fund Limited, a Channel Islands domiciled closed-end timber fund.  Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The information in Item 7.01 of this report, including Exhibits 99.1 and 99.2 hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01            Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release - CatchMark Declines to Make Firm Offer to Acquire Phaunos Timber Fund Limited
99.2	Press Release - Statement regarding Phaunos Timber Fund Limited (“Phaunos”)

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 thereunto duly authorized.

		CATCHMARK TIMBER TRUST, INC.
Date: September 21, 2018	By:	/s/ BRIAN M. DAVIS
		Brian M. Davis Senior Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CatchMark Declines to Make Firm Offer to Acquire Phaunos Timber Fund Limited

ATLANTA - September 21, 2018 - CatchMark Timber Trust, Inc. (NYSE: CTT) announced today the company has determined not to make an offer to acquire Phaunos Timber Fund Limited (LSE: PTF), a Channel Islands domiciled, closed-end real estate fund.

Earlier this month, CatchMark announced a potential offer for Phaunos, which valued Phaunos at $0.57 per share to be paid in new shares of CatchMark Class A common stock.

About CatchMark

CatchMark Timber Trust, Inc. (NYSE: CTT) is a self-administered and self-managed, publicly-traded timberland REIT that strives to deliver superior risk-adjusted returns for all stakeholders through disciplined acquisitions, sustainable harvests, and well-timed real estate sales. Headquartered in Atlanta and focused exclusively on timberland ownership and management, CatchMark began operations in 2007 and owns interests in approximately 1.6 million acres* of timberlands located in Alabama, Florida, Georgia, Louisiana, North Carolina, South Carolina, Tennessee and Texas. For more information, visit www.catchmark.com.

* As of July 6, 2018

###

Contacts

Investors:	Media:
Brian Davis	Mary Beth Ryan, Miller Ryan LLC
(855) 858-9794	(203) 268-0158
Uinfo@catchmark.com	marybeth@millerryanllc.com

1

_________________________________________

^1. CatchMark (and any person(s) acting in concert with it) reserve(s) the right to make, or participate in, an offer or possible offer for Phaunos within six months following the date of this announcement: (i) with the agreement of the Board of Phaunos following the firm offer made by Stafford Capital Partners Limited having been withdrawn or having lapsed; (ii) if a third party announces a firm intention to make an offer for Phaunos; (iii) following the announcement by Phaunos of a "whitewash" proposal (as defined in the UK Takeover Code) or a reverse takeover; or (iv) if the UK Panel on Takeovers and Mergers determines that there has been a material change of circumstances.

U

2

EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

21 September 2018

Statement regarding Phaunos Timber Fund Limited (“Phaunos”)

Further to the announcement by CatchMark Timber Trust, Inc.("CatchMark" or the "Company") on 6 September 2018, CatchMark announces that, following discussions with the Board of Phaunos, it does not intend to make an offer for Phaunos.

As a result of this announcement, CatchMark (and any person(s) acting in concert with it) will be bound by the restrictions contained in Rule 2.8 of the Code.

For the purposes of Rule 2.8 of the Code, CatchMark (and any person(s) acting in concert with it) reserve(s) the right to make, or participate in, an offer or possible offer for Phaunos (and/or to take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months following the date of this announcement:

• with the agreement of the Board of Phaunos following the firm offer made by Stafford Capital Partners Limited (“Stafford”) having been withdrawn or having lapsed;

• if a third party announces a firm intention to make an offer for Phaunos pursuant to Rule 2.7 of the Code;

• following the announcement by Phaunos of a "whitewash" proposal (for the purposes of Note 1 on the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or

• if the Panel on Takeovers and Mergers determines that there has been a material change of circumstances.

Enquiries:

Miller Ryan LLC (Public Relations adviser to CatchMark)
Mary Beth Ryan	+1 (203) 268-0158
DC and DCS Advisory (Joint Financial adviser to CatchMark)
Richard Pulford James Flicker	+ 44 (0) 161 362 6800 +1 (212) 904 9280

1

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.catchmark.com by not later than 12 noon (London time) on 24 September 2018. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.

Important Notice

Daiwa Corporate Advisory Limited ("DC Advisory"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser exclusively for CatchMark and no one else in connection with the matters referred to in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than CatchMark for providing the protections afforded to clients of DC Advisory, nor for providing advice in relation to the matters referred to in this Announcement. Neither DC Advisory nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of DC Advisory in connection with this Announcement, any statement contained therein or otherwise.

DCS Advisory LLC ("DCS Advisory"), which is a broker-dealer that is registered in the United States of America with the US Securities and Exchange Commission, is acting as joint financial adviser exclusively for CatchMark and no one else in connection with the matters referred to in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than CatchMark with respect to any services afforded to clients of DCS Advisory, nor for providing advice in relation to the matters referred to in this Announcement. Neither DCS Advisory nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of DCS Advisory in connection with this Announcement, any statement contained therein or otherwise.

2