RAYONIER INCRYN
RAYONIER INC Debt Disclosure
DEBT
Our debt consisted of the following at December 31, 2025 and 2024:
| 2025 | 2024 | ||||||||||
| Debt: | |||||||||||
Senior Notes due 2031 at a fixed interest rate of 2.75% | $450,000 | $450,000 | |||||||||
2015 Term Loan borrowings due 2028 at a variable interest rate of 5.44% (a) | 200,000 | 200,000 | |||||||||
2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of 5.59% (a) | 200,000 | 200,000 | |||||||||
2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 5.76% (a) | 200,000 | 200,000 | |||||||||
| Total principal debt | 1,050,000 | 1,050,000 | |||||||||
Less: Current maturities of long-term debt, net of deferred financing costs of $18 | (199,982) | — | |||||||||
| Less: Unamortized discounts | (2,078) | (2,431) | |||||||||
| Less: Deferred financing costs | (2,605) | (3,159) | |||||||||
| Total long-term debt, net | $845,335 | $1,044,410 | |||||||||
(a)Reflects variable interest rates as of December 31, 2025.
Principal payments due during the next five years and thereafter are as follows:
| Total | |||||
| 2026 | $200,000 | ||||
| 2027 | — | ||||
| 2028 | 200,000 | ||||
| 2029 | 200,000 | ||||
| 2030 | — | ||||
| Thereafter | 450,000 | ||||
| Total debt | $1,050,000 | ||||
2.75% SENIOR NOTES ISSUED MAY 2021
In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031, guaranteed by certain subsidiaries. Semi-annual payments of interest are due on these notes through maturity. The Senior Notes due 2031 were issued at 99.195% of their face value. Net proceeds, after deducting approximately $3.9 million of underwriting discounts and issuance costs, were approximately $442.5 million. The discount and debt issuance costs are being amortized to interest expense over the term of the notes using the effective interest method.
TERM CREDIT AGREEMENTS
We have entered into several credit agreements with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions. Our term credit facilities provide for annual patronage payments, which are profit distributions made by the cooperative to its member-users. We account for these payments as a reduction to interest expense in the period the amounts are earned and become reasonably estimable.
In August 2025, we amended and restated our credit agreements to extend the maturity of our Revolving Credit Facility (see "Revolving Credit Facility" below). In connection with this amendment, the 0.1% credit spread adjustment previously added to the facilities was merged into the base rate for our term loans and eliminated for the Revolving Credit Facility.
All of our term credit agreements are benchmarked to Daily Simple SOFR plus a fixed spread, subject to a pricing grid based on our leverage ratio. Interest-only payments are due through maturity; monthly for term loans and quarterly for the Revolving Credit Facility. We utilize interest rate swap agreements to fix the variable-rate exposure on the entirety of our outstanding term debt.
The effective fixed interest rates provided below represent the contractual rate plus the impact of interest rate swaps, net of estimated patronage payments on the outstanding variable-rate debt as of December 31, 2025:
| Debt | Principal Balance | Periodic Interest Rate | Effective Fixed Interest Rate (a) | ||||||||
| 2015 Term Loan | $200,000 | Daily Simple SOFR + 1.60% | 2.11 | % | |||||||
| 2016 Incremental Term Loan | 200,000 | Daily Simple SOFR + 1.75% | 2.39 | % | |||||||
| 2021 Incremental Term Loan | 200,000 | Daily Simple SOFR + 1.92% | 1.72 | % | |||||||
(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.
2015 TERM LOAN AGREEMENT
In August 2015, we entered into a $350 million term loan facility (“2015 Term Loan Facility”). During 2024, we repaid $150 million of the principal balance, recognizing a $0.2 million loss on early extinguishment of debt for the proportional write-off of unamortized deferred financing costs. This loss is recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other miscellaneous (expense) income, net.”
2016 INCREMENTAL TERM LOAN AGREEMENT
In April 2016, we entered into an Incremental Term Loan Agreement to provide a 10-year, $300 million term loan facility (“2016 Incremental Term Loan Facility”), of which $100 million was subsequently repaid. As of December 31, 2025, the $200 million outstanding balance is classified as a current maturity of long-term debt, net of deferred financing costs.
2021 INCREMENTAL TERM LOAN AGREEMENT
In June 2021, we entered into an Incremental Term Loan Agreement providing for a $200 million draw, which was fully executed in January 2022.
REVOLVING CREDIT FACILITY
In August 2025, we amended and restated our credit agreement, primarily to extend the maturity date of the Revolving Credit Facility to August 2030 and to reduce the commitment from $300 million to $200 million. In connection with the amendment, we recorded $0.8 million of deferred financing costs, which will be amortized to interest expense over the term of the extended credit agreement. See Note 24 — Other Assets for additional information about deferred financing costs related to revolving debt.
As of December 31, 2025, the interest rate was Daily Simple SOFR plus 1.25%, with an unused commitment fee of 0.175%. We had no borrowings outstanding and available capacity of $199.3 million, net of $0.7 million securing an outstanding letter of credit.
DEBT COVENANTS
In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility, we are subject to certain restrictive covenants. The most significant financial covenants, which are calculated on a trailing 12-month basis as of December 31, 2025, are summarized below:
| Covenant Requirement | Actual Ratio | Favorable | |||||||||||||||
| Covenant EBITDA to consolidated interest expense should not be less than | 2.5 to 1 | 9.5 to 1 | 7.0 | ||||||||||||||
| Covenant debt to covenant net worth plus covenant debt shall not exceed | 65 | % | 34 | % | 31 | % | |||||||||||
In addition to the financial covenants listed above, our senior notes and credit facilities include customary covenants that limit the incurrence of debt and the disposition of assets, among others. Prior to the sale of our New Zealand subsidiary, we obtained a consent agreement from our lenders providing a one-time modification to waive certain disposition-related covenants. Consequently, the consideration received from the New Zealand disposition was excluded from our defined disposition limits. At December 31, 2025, we were in compliance with all applicable covenants under our debt agreements.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.