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CatchMark Merger (Tables) | 9 Months Ended
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Sep. 30, 2022
CatchMark Merger [Abstract] |
Schedule of Cost of Acquisition for Accounting Purposes | The following table summarizes the cost of the acquisition for accounting purposes:
(in thousands, except shares and per share amounts) |  |
Total CatchMark shares and Partnership OP units outstanding to be converted 1 |  | 48,688,754 |
Exchange ratio 2 |  | 0.23 |
PotlatchDeltic shares issued as merger consideration |  | 11,198,413 |
Price per PotlatchDeltic common share 3 | $ | 44.95 |
Value of PotlatchDeltic common shares issued as merger consideration | $ | 503,369 |
Attribution to consideration transferred for pre-merger services 4 |  | 4,945 |
Total value of equity consideration |  | 508,314 |
Cash paid in lieu of fractional shares |  | 101 |
Transaction costs capitalized 5 |  | 9,341 |
Purchase consideration | $ | 517,756 |
1. Number of shares of CatchMark common stock and Partnership OP units issued and outstanding as of September 14, 2022, immediately prior to the merger, net of fractional shares. These shares exclude 1.5 million unvested CatchMark share-based awards that fully vested, were exchanged for PotlatchDeltic shares upon closing of the merger and were allocated between the pre-merger and post-merger periods. 2. Exchange ratio per the merger agreement. 3. Closing price of PotlatchDeltic common stock on September 14, 2022. 4. Represents the fair value of CatchMark unvested share-based awards that fully vested upon closing of the merger allocated to the pre-merger period, net of impact from shares withheld to cover employee taxes. 5. Transaction costs include items such as investment banking fees, legal services, and other professional fees directly attributable to the merger. These costs are capitalized in an asset acquisition.
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table reflects the fair value of assets acquired and liabilities assumed:
(in thousands) |  |
ASSETS |  |
Cash and cash equivalents | $ | 23,571 |
Other current assets |  | 2,764 |
Intangible assets |  | 3,000 |
Timber and timberlands |  | 782,258 |
Other long-term assets 1 |  | 29,265 |
Total assets acquired |  | 840,858 |
LIABILITIES |  |
Accounts payable and accrued liabilities |  | 10,781 |
Long-term debt |  | 300,000 |
Deferred tax liabilities, net |  | 795 |
Other long-term liabilities 2 |  | 11,526 |
Total liabilities assumed |  | 323,102 |
Net assets acquired | $ | 517,756 |
1. Includes $19.2 million for interest rate swap contracts. See Note 6: Derivative Instruments for additional information. 2. Includes $9.4 million in uncertain tax position liabilities. See Note 9: Income Taxes for additional information.
Schedule Of Non-capitalizable Merger Costs | During the three months ended September 30, 2022, we incurred non-capitalizable merger costs in connection with the CatchMark merger as follows:
(in thousands) |  |
Severance benefits 1 | $ | 7,513 |
Partnership OP Units' tax gross-up 2 |  | 8,124 |
Share-based compensation 3 |  | 9,307 |
Other |  | 1,063 |
Total merger expenses | $ | 26,007 |
1. Qualifying change-in-control and termination benefits for CatchMark executive officers and employees. 2. Tax gross-up payments to holders of Partnership OP Units, as defined in the merger agreement. 3. Share-based compensation for the acceleration of CatchMark equity awards that fully vested upon closing of the merger and were allocated to the post-merger period.

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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