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
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Date of Report (Date of earliest event reported): November 01, 2024 |
POTLATCHDELTIC CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 1-32729 | 82-0156045 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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601 West First Avenue, Suite 1600 | |
Spokane, Washington | | 99201 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 509 835-1500 |
(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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock ($1 par value) | | PCH | | Nasdaq Global Select Market |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2024, PotlatchDeltic Corporation (the “Company”) and its wholly owned subsidiaries, PotlatchDeltic Forest Holdings, Inc. and PotlatchDeltic Land & Lumber, LLC (collectively, the “Borrowers”), entered into a Tenth Amendment to Second Amended and Restated Term Loan Agreement (the “Amendment”) with the Guarantors party thereto, the Lenders party thereto, the Voting Participants party thereto and AgWest Farm Credit, PCA, as successor in interest to Northwest Farm Credit Services, PCA, as Administrative Agent (the “Administrative Agent”), amending the Second Amended and Restated Term Loan Agreement dated as of March 22, 2018 among the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (the “Loan Agreement”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Amendment.
Pursuant to the Amendment, the Lenders made the following term loans to the Borrowers (the “Term Loans”): (i) Term Loan U in the principal amount of $38 million, maturing on November 1, 2032, and bearing interest at a rate equal to the daily simple Secured Overnight Financing Rate (“Daily Simple SOFR”), plus 2.20% per annum; (ii) Term Loan V in the principal amount of $38 million, maturing on November 1, 2033, and bearing interest at a rate equal to Daily Simple SOFR plus 2.25% per annum; and (iii) Term Loan W in the principal amount of $100 million, maturing on November 1, 2034, and bearing interest at a rate equal to Daily Simple SOFR plus 2.30% per annum. The proceeds of the Term Loans were used to refinance Term Loan H under the Loan Agreement in the principal amount of $110 million and to replenish cash on hand, which was previously used to repay a $65.7 million revenue bond on the maturity date.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
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| | | PotlatchDeltic Corporation |
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Date: | November 1, 2024 | By: | /s/ Michele L. Tyler |
| | | Michele L. Tyler
Vice President, General Counsel and Corporate Secretary |
