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Subsequent Event
3 Months Ended
Mar. 31, 2017
Subsequent Event [Abstract]  
Subsequent Event
Subsequent Events

On April 13, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Terra Firma Merger Parent, L.P. (“Parent”), and Terra Firma Merger Sub, L.P. a wholly owned subsidiary of Parent (“Merger Sub”), both of which are affiliates of Starwood Capital Group.

The Merger Agreement provides that, among other things and in accordance with the terms and subject to the conditions thereof, we will be merged with and into Merger Sub (the “Merger”) with Merger Sub continuing as the surviving entity. As a result of the Merger, we will become a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share of our common stock, par value $1.00 per share, issued and outstanding immediately prior to the effective time (other than shares owned by (i) us as treasury stock or by us or Parent or any direct or indirect wholly-owned subsidiary of either (which will be canceled without any conversion), or (ii) stockholders who have properly exercised and perfected appraisal rights under Delaware law) will be converted into the right to receive $14.25 per share in cash, without interest.

Subject to the terms of the Merger Agreement, at the effective time of the Merger, each equity award made or otherwise denominated in shares of our common stock that is outstanding immediately prior to the effective time of the Merger under our benefit plans will be canceled and of no further force or effect as of the effective time of the Merger. In exchange for the cancellation of such equity award, the holder of such equity award will receive the per share merger consideration ($14.25) for each share of our common stock underlying such equity award (plus payment of cash of all accrued dividend equivalents, if any, with respect to such equity awards and, in the case of equity awards that are stock options or stock appreciation rights, less the aggregate exercise or strike price thereunder, but not less than $0), whether or not otherwise vested as of the effective time of the Merger. With respect to any such equity awards that vest upon the achievement of performance-based metrics, the number of shares of our common stock subject to such equity awards shall be determined pursuant to the terms set forth in the applicable award agreements.

The Merger Agreement contains specified termination rights for us and Parent, including a mutual termination right in the event that the Merger is not consummated by October 10, 2017 (the “Outside Date”). We must pay Parent a $20,000,000 termination fee if Parent terminates the Merger Agreement following a change of recommendation, or failure to reaffirm the recommendation, of the Merger by our board of directors, or if we terminate the Merger Agreement to enter into a definitive agreement with a third party with respect to a superior proposal, as set forth in, and subject to the conditions of, the Merger Agreement. Under certain additional circumstances described in the Merger Agreement, we must also pay Parent a $20,000,000 termination fee if the Merger Agreement is terminated in certain specified circumstances while an alternative acquisition proposal to the Merger has been publicly made or communicated to our board of directors and not withdrawn and, within twelve months following such termination, we enter into a definitive agreement with respect to a business combination transaction of the type described in the relevant provisions of the Merger Agreement, or such a transaction is consummated. The Merger Agreement further provides that, upon termination of the Merger Agreement (i) in the event our stockholders do not approve the Merger, (ii) by Parent in certain circumstances involving a material breach by us of any of our representations, warranties or covenants under the Merger Agreement, or (iii) at the Outside Date as a result of the failure of the condition to the Merger that we shall have consummated certain divestiture transactions or received a minimum amount of proceeds with respect thereto, we will be required to pay to Parent up to $4,000,000 (with respect to clauses (i) and (ii)) or $3,000,000 (with respect to clause (iii)) for expenses incurred by Parent (with such payment credited to any termination fee subsequently paid by us). In the event the Merger Agreement is terminated by us in certain circumstances involving a material breach by Parent or Merger Sub of any of its representations, warranties or covenants under the Merger Agreement or if Parent fails to consummate the closing within two business days of the date the closing should have occurred under the Merger Agreement, Parent is required to pay us a $40,000,000 termination fee.

The Merger has been unanimously approved by our board of directors. Closing of the transaction is subject to the approval of our shareholders and certain other closing conditions and is expected to close in the third quarter of 2017.

On April 26, 2017, we sold approximately 11,000 acres of timberland and undeveloped land, including the associated mitigation banking assets, in Georgia for $20,000,000 generating an estimated gain on sale of assets of approximately $8,600,000.

On May 8, 2017, we sold approximately 4,400 acres of timberland and undeveloped land, including the associated water rights, in Texas for $16,000,000 generating an estimated gain on sale of assets of approximately $12,000,000.