The Board of Rayonier Inc. (NYSE:RYN) announced the spin-off of Performance Fibers business to the shareholders of Rayonier Inc. on January 27, 2014. The separation will result in two independent, publicly-traded companies by means of a tax-free spin-off of the Performance Fibers business to Rayonier shareholders. The separation will occur by means of a tax-free spin-off of a newly formed company named Rayonier Advanced Materials Inc., which will contain the Performance Fibers segment of Rayonier. Upon completion of the transaction, each company is expected to be listed on the New York Stock Exchange under the symbol RYAM. Performance Fibers business reported revenues of approximately $1 billion and EBITDA of $386 million for the year ended December 31, 2013. Upon completion of the separation, Paul Boynton, Chairman, President and Chief Executive Officer of Rayonier, will serve as Chairman, President and Chief Executive Officer of the Performance Fibers company, and Hans Vanden Noort, Chief Financial Officer, will continue with same position. The current business unit leaders will continue in their roles with Lynn Wilson, Executive Vice President of Forest Resources and Chris Corr, Senior Vice President of Real Estate at Rayonier and Jack Kriesel, Senior Vice President of Performance Fibers at the Performance Fibers company. Richard Kincaid will serve as Chairman of the Rayonier Board and David Brown will be the lead director of the new Performance Fibers company Board.

The transaction does not require a shareholder vote but is subject to final Rayonier Board approval, receipt of a favorable ruling from the Internal Revenue Service concerning the tax-free status of the separation, effectiveness of the Form 10 registration statement, and satisfactory completion of related financing. The separation is expected to be completed in mid-2014.

As on May 27, 2014, Rayonier announced that its board has approved the separation of its Performance Fibers business, which will be known as Rayonier Advanced Materials, and declared a special dividend distribution of all outstanding shares of Rayonier Advanced Materials common stock to Rayonier's shareholders. The board approved a distribution of one share of Rayonier Advanced Materials common stock for every three common shares of Rayonier held by Rayonier shareholders. Cash will be paid in lieu of fractional shares. The distribution will be effective on June 27, 2014 for shareholders of record as of the close of business on June 18, 2014. After the distribution, Rayonier Advanced Materials will be an independent, publicly-traded company and Rayonier will retain no ownership interest in Rayonier Advanced Materials. Rayonier Advanced Materials common stock is expected to begin regular trading on or about June 30, 2014 on the New York Stock Exchange under the ticker symbol RYAM. Rayonier will continue to trade on the NYSE under the ticker symbol RYN.

As of May 28, 2014, Rayonier Inc. entered into a separation and distribution agreement for the deal.

As on May 30, 2014, the post-separation boards will include Richard D. Kincaid, Chairman, John A. Blumberg, Governor John Ellis (Jeb) Bush, Dod A. Fraser, Scott R. Jones, Senator Blanche L. Lincoln, V. Larkin Martin, David L. Nunes, David W. Oskin, Rayonier Advanced Materials will include Paul G. Boynton, Chairman, C. David Brown, II, Lead Director, DeLyle W. Bloomquist, Mark E. Gaumond, James F. Kirsch, Lisa M. Palumbo, James H. Miller, Thomas I. Morgan, Ronald Townsend, currently a member of Rayoniers board of directors. Upon completion of the separation David L. Nunes will assume the role of President and Chief Executive Officer of Rayonier. In addition to Mr. Nunes and the 10 directors currently serving on Rayoniers board, the new boards will include seven new highly accomplished professionals with a broad range of expertise including John A. Blumberb, Dod A. Fraser, Scott R. Jones, Senator Blanche L. Lincoln, DeLyle W. Bloomquist, James F. Kirsch, Lisa M. Palumbo. As of June 17, 2014, the U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form 10 filed by Rayonier Advanced Materials in connection with the spin-off. Additionally Rayonier received a private letter ruling from the U.S. Internal Revenue Service confirming the tax-free status of the planned spin-off. The transaction is expected to complete on June 27, 2014.

Credit Suisse (USA), Inc. and Merrill Lynch & Co., Inc. acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal advisor for Rayonier Inc. Merrill Lynch Pierce Fenner & Smith Incorporated and CoBank, ACB acted as joint lead arrangers to Rayonier. Michael J. Steinberg, Paula Anderson, Donald Lamson, Douglas McFadyen, Malcolm Montgomery, Bradley Sabel, Jake Pratt, Nathan Wood, Maria Cornilsen, Dana Lord, Amy Gluckman, Jeffrey Saccone, Zheng Bao, Nell Beekman, Elizabeth Martialay and Ryan Roberts of Shearman & Sterling acted as leagl advisors to Bank of America, N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and bookrunner in the transaction.