EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)


N/A		95-3571558
(State of incorporation if not a U.S. national bank)		(I.R.S. Employer Identification Number)

333 South Hope Street, Suite 2525 Los Angeles, California		90071
(Address of principal executive offices)		(Zip code)

Legal Department

The Bank of New York Mellon Trust Company, N.A.

240 Greenwich Street

New York, New York 10286

(212) 635-1270

(Name, address and telephone number of agent for service)

Rayonier, L.P.

(Exact name of obligor as specified in charter)


Delaware		91-1313292
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1 Rayonier Way Wildlight, FL		32097
(Address of principal executive offices)		(Zip code)

Senior Debt Securities

(Title of the indenture securities)

ADDITIONAL OBLIGORS


Exact Name of Obligor as Specified in its Charter	State of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
Rayonier Inc.	North Carolina	13-2607329	1 Rayonier Way Wildlight, FL 32097
Rayonier TRS Holdings Inc.	Delaware	20-0392883	1 Rayonier Way Wildlight, FL 32097
Rayonier Operating Company LLC	Delaware	27-2793120	1 Rayonier Way Wildlight, FL 32097

Item 1.

General information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.


Name		Address
Comptroller of the Currency – United States Department of the Treasury		Washington, D.C. 20219

Federal Reserve Bank		San Francisco, California 94105

Federal Deposit Insurance Corporation		Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

Not applicable.

The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

Not applicable.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville and State of Florida, on the 4th day of November, 2022.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:		/s/ LeVon Griffin
		Name: LeVon Griffin
		Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

At the close of business June 30, 2022, published in accordance with Federal regulatory authority instructions.


	Dollar amounts in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,548
Interest-bearing balances		464,922
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		50,522
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		17,717
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		104,690

Total assets	$	1,497,712


LIABILITIES

Deposits:
In domestic offices			1,570
Noninterest-bearing			1,570
Interest-bearing			0

Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			264,945
Total liabilities			266,515
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			325,102
Not available
Retained earnings			905,091
Accumulated other comprehensive income			4
Other equity capital components			0
Not available
Total bank equity capital			1,231,197
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,231,197

Total liabilities and equity capital			1,497,712

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Antonio I. Portuondo, President		)
Michael P. Scott, Managing Director		) Directors (Trustees)
Kevin P. Caffrey, Managing Director		)