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S-4 S-4 EX-FILING FEES 0000052827 RAYONIER INC N/A N/A 0000052827 2025-12-09 2025-12-09 0000052827 1 2025-12-09 2025-12-09 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

RAYONIER INC

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Shares (no par value per share) Other 149,117,000 $ 3,127,480,000.00 0.0001381 $ 431,904.99
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 3,127,480,000.00

$ 431,904.99

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 431,904.99

Offering Note

1

Rule 457(f) Fee Calculation Details

This registration statement relates to the registration of the maximum number of common shares, no par value per share, of Rayonier Inc. ("Rayonier", and such shares, the "Rayonier common shares") estimated to be issuable by Rayonier pursuant to the merger described in this registration statement and the Agreement and Plan of Merger, dated as of October 13, 2025, as may be amended from time to time (the "merger agreement"), by and among Rayonier, PotlatchDeltic Corporation ("PotlatchDeltic") and Redwood Merger Sub, LLC ("merger sub"). (2) The number of Rayonier common shares being registered is based on the product of an estimate of the maximum number of shares of common stock, par value $1.00 per share, of PotlatchDeltic ("PotlatchDeltic common stock") outstanding as of December 5, 2025 or issuable or expected to be converted or exchanged (including in respect of PotlatchDeltic's equity awards) in connection with the merger of PotlatchDeltic with and into merger sub pursuant to the merger agreement (the "merger"), collectively equal to 82,000,000, multiplied by the adjusted exchange ratio of 1.8185 Rayonier common shares for each share of PotlatchDeltic common stock. (3) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated in accordance with Rules 457(f)(1), 457(f)(3) and 457(c) promulgated thereunder. The maximum aggregate offering price is (i) (A) the average of the high and the low sale prices of PotlatchDeltic common stock as reported on the Nasdaq Global Select Market on December 4, 2025 ($38.75 per share), multiplied by (B) the estimated maximum number of shares of PotlatchDeltic common stock that may be converted or exchanged (including in respect of PotlatchDeltic's equity awards) in the merger for the securities being registered (82,000,000) minus (ii) $50,020,000, which is the aggregate amount of cash estimated to be paid by Rayonier in exchange for the cancellation of such shares of PotlatchDeltic common stock in the merger.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
82,000,000 $ 38.75 $ 3,177,500,000.00 $ 50,020,000.00 $ 3,127,480,000.00

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A