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Debt and Finance Leases | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
Debt and Finance Leases | 10. Debt and Finance Leases Debt and finance leases included the following:
| December 31,
| 2024 |  | 2023
ABL Credit Facility due November 2029: $141 million net availability, bearing interest of 6.43% (4.43% adjusted SOFR plus 2.00% margin) at December 31, 2024 | $ | — |  |  | $ | — |
Term Loan due October 2029: bearing interest of 11.52% (4.52% three-month Term SOFR plus 7.00% margin) at December 31, 2024 | 700,000 |  |  | — |
Term Loan due July 2027 | — |  |  | 250,000 |
7.625% Senior Secured Notes due January 2026 | — |  |  | 464,640 |
5.50% CAD-based term loan due April 2028 | 21,184 |  |  | 30,479 |
BioNova debt(a) | 21,120 |  |  | 11,058 |
Other loans(b) | 32,536 |  |  | 33,696 |
Short-term factoring facility | 2,304 |  |  | 5,292 |
Finance lease obligations | 921 |  |  | 1,355 |
Total principal payments due | 778,065 |  |  | 796,520 |
Less: unamortized premium, discount and issuance costs | (48,242) |  |  | (19,063) |
Total debt | 729,823 |  |  | 777,457 |
Less: debt due within one year | (23,379) |  |  | (25,283) |
Long-term debt | $ | 706,444 |  |  | $ | 752,174 |
(a)Consists of green loans associated with the France bioethanol plant, part of the net assets contributed by the Company to its new subsidiary, BioNova. (b)Consist of loans for energy projects in France. Future debt and finance lease payments as of December 31, 2024 included:
| Finance Lease |  |
| Minimum Lease Payments |  | Interest |  | Net Present Value |  | Debt Principal Payments
2025 | $ | 515 |  |  | $ | 50 |  |  | $ | 465 |  |  | $ | 22,913 |
2026 | 472 |  |  | 16 |  |  | 456 |  |  | 20,771 |
2027 | — |  |  | — |  |  | — |  |  | 19,419 |
2028 | — |  |  | — |  |  | — |  |  | 17,647 |
2029 | — |  |  | — |  |  | — |  |  | 680,058 |
Thereafter | — |  |  | — |  |  | — |  |  | 16,336 |
Total debt and finance lease payments due | $ | 987 |  |  | $ | 66 |  |  | $ | 921 |  |  | $ | 777,144 |
ABL Credit Facility In November 2024, the Company amended its ABL Credit Facility, reducing aggregate commitments from $200 million to $175 million and extending the maturity from December 2025 to November 2029. The Company incurred costs of $2 million related to the amendment, which were recorded to “other assets” in the consolidated balance sheets and will be amortized to “interest expense” in the consolidated statements of operations over the remaining term of the facility. As of December 31, 2024, the Company had $168 million of gross availability under the ABL Credit Facility and net available borrowings of $141 million after taking into account $27 million of outstanding letters of credit. The ABL Credit Facility is secured by certain U.S. and Canadian assets, including a first priority lien on inventory, accounts receivable and bank accounts, and a second priority lien on certain of the assets securing the 2029 Term Loan. Availability under the ABL Credit Facility fluctuates based on eligible accounts receivable and inventory levels. The Company is subject to cash dominion if net availability falls below a certain threshold, currently $26 million. Borrowings under the facility bear interest at a rate equal to the highest of (a) the Federal Funds Rate for such day, plus 0.50 percent, (b) the Prime Rate, (c) Term SOFR for a one month interest period plus 1.00 percent and (d) 1.25 percent. The applicable margin for Term SOFR and base rate loans ranges from 2.25 percent to 2.75 percent and 1.25 percent to 1.75 percent, respectively, depending on the Company’s average excess availability under the credit agreement. In addition, an annual commitment fee of 0.375 percent applies to the unused portion of the facility. The credit agreement governing the ABL Credit Facility does not contain an ongoing financial maintenance covenant. However, the agreement requires the Company to meet a fixed charge coverage ratio of not less than 1.0 if net availability falls below a certain threshold, currently $26 million. The agreement also contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the ABL Credit Facility, to take certain specified actions, subject to certain exceptions, including creating liens, incurring indebtedness, making investments and acquisitions, engaging in mergers and other fundamental changes, making dispositions, making restricted payments, including dividends and distributions, and consummating transactions with affiliates. Additionally, the ABL Credit Facility contains customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, late payment, breach of covenant, bankruptcy, judgment and defaults under certain other indebtedness and changes in control. At December 31, 2024, the Company was in compliance with all covenants under the ABL Credit Facility. BioNova Term Loan In November 2024, the Company entered into a credit agreement for €37 million in secured term loans, structured in two tranches of €28 million (Tranche A) and €9 million (Tranche B), maturing in November 2031 and November 2032, respectively. The Company incurred issuance costs of $1 million related to the agreement, which were recorded to “other assets” in the consolidated balance sheets. The issuance costs will be deferred as an asset until the debt is drawn, at which point it will be included as a component of the debt’s amortized cost basis. Drawdowns may be made until the second anniversary of the credit agreement, at which time any unused amounts will be canceled. At December 31, 2024, there were no borrowings outstanding under the BioNova Term Loan. Borrowings under the term loans bear interest at a rate equal to Euribor plus an initial applicable margin of 2.0 percent for Tranche A and 2.5 percent per annum for Tranche B, subject to an annual adjustment based on certain financial performance metrics. Tranche A requires quarterly principal repayments equal to 5.0 percent of the total amount drawn, commencing in February 2027 through to its maturity in November 2031. Tranche B requires a single balloon repayment at its maturity in November 2032. The term loans incur a commitment fee equal to 30 percent of the applicable margin on the unused portion of the term loans during the first two years of the credit agreement. The Company may voluntarily make prepayments at any time, subject to certain fees if the early repayment occurs within the first two years using an external source of financing. The agreement governing the BioNova Term Loan requires BioNova to maintain a debt to EBITDA ratio of 3.0 to 1.0 in 2026, 2.5 to 1.0 in 2027, 2.0 to 1.0 in 2028, and 1.50 to 1 in 2029 and thereafter. The BioNova Term Loan is secured by 100 percent of the shares in BioNova’s subsidiaries and is guaranteed by its subsidiary Rayonier A.M. France SAS. The agreement governing the BioNova Term Loan also contains various other customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the credit agreement, to take certain specified actions, subject to certain exceptions, including incurring debt or liens, making investments, entering into mergers and acquisitions, paying dividends and making other restricted payments. At December 31, 2024, the Company was in compliance with all covenants under the BioNova Term Loan. 2029 Term Loan In October 2024, the Company issued $700 million in aggregate principal amount of secured term loan financing and received net proceeds of $437 million after an original issue discount of $18 million and the redemption of the $245 million outstanding principal balance of the 2027 Term Loan. The net proceeds, together with cash on hand, were used to redeem the 2026 Notes and related accrued interest, and pay transaction fees and accrued interest on the 2027 Term Loan. The $700 million in aggregate principal consists of $450 million from the existing lender under the 2027 Term Loan and $250 million from new lenders, which was determined to be a modification of debt. As such, unamortized discount and issuance costs of $13 million related to the 2027 Term Loan were transferred to the 2029 Term Loan within “long-term debt” on the consolidated balance sheets and will be amortized to “interest expense” in the consolidated statements of operations over the term of the 2029 Term Loan. Also recorded to “long-term debt” to be amortized over the term of the 2029 Term Loan were lender fees of $19 million and the $18 million original issue discount mentioned above. Other transaction fees of $6 million were recorded to “debt refinancing charges” in the consolidated statements of operations. The 2029 Term Loan matures in October 2029, requires quarterly principal payments of $1.75 million, bears interest at an annual rate equal to three-month Term SOFR plus an initial applicable margin of 7.0 percent, or 11.5 percent at December 31, 2024, with an effective interest rate of 13.5 percent, which includes the effect of amortization of issuance costs and original issue discount. The initial applicable margin may fluctuate by 0.5 percent based on the Company’s net secured leverage ratio. If net secured leverage is below 2.5 times covenant EBITDA, the applicable margin decreases to 6.5 percent. If net secured leverage exceeds 3.5 times covenant EBITDA, the applicable margin increases to 7.5 percent. The Company may voluntarily make prepayments at any time, subject to customary breakage costs and, if within the first three anniversaries of closing, an additional premium. For the first 18 months, prepayment of the loan is subject to a make-whole premium. For the following six months, prepayment is subject to a 2.0 percent premium. In the third year, prepayment is subject to a 1.0 percent premium. After 3 years, the loan is prepayable at par. The Company will also have the ability to make prepayment using the proceeds from the sale of its Paperboard and High-Yield Pulp businesses at a 2.0 percent premium during the first year, a 1.0 percent premium in year two, and par in year three. The Company will be required to maintain a consolidated net secured leverage ratio, based on covenant EBITDA, as follows: •5.00 to 1.00 for the fourth quarter of 2024 through fiscal year 2025; •4.75 to 1.00 for fiscal year 2026; and •4.50 to 1.00 for each fiscal year thereafter. The agreement governing the 2029 Term Loan contains various other customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the term loan agreement, to take certain specified actions, subject to certain exceptions, including incurring debt or liens, making investments, entering into mergers, consolidations, and acquisitions, paying dividends and making other restricted payments. Additionally, the 2029 Term Loan contains customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, late payment, breach of covenant, bankruptcy, judgment and defaults under certain other indebtedness and changes in control. The 2029 Term Loan is secured with a lien against substantially all of the assets of the Company and its domestic and Canadian subsidiaries. At December 31, 2024, the Company was in compliance with all covenants under the 2029 Term Loan. 2027 Term Loan In July 2023, the Company secured term loan financing of $250 million in aggregate principal amount and received net proceeds of $243 million after a non-cash original issue discount of $7 million. In addition, the Company incurred issuance costs of $10 million, which, together with the original issue discount, were recorded in “long-term debt” in the consolidated balance sheets and were being amortized to “interest expense” in the consolidated statements of operations over the term of the loan. The net proceeds, together with cash on hand, were used to redeem the 2024 Notes and pay related transaction costs. In January 2024, the Company amended the 2027 Term Loan to increase the maximum consolidated secured net leverage ratio that it must maintain in the fourth quarter of 2023 and through its 2024 fiscal year. The Company incurred fees of $3 million related to this amendment, including $1 million in legal and advisory fees recorded to “selling, general and administrative expense” in the consolidated statements of operations in the fourth quarter of 2023, and $2 million in lender fees recorded as deferred financing costs in the first quarter of 2024 that were being amortized to “interest expense” over the remaining term of the loan. In November 2024, as discussed above, the Company redeemed the $245 million outstanding principal balance and accrued interest of $3 million of the 2027 Term Loan with the 2029 Term Loan refinancing. The redemption of the 2027 Term Loan was treated as a debt modification, and as such, its unamortized discount and issuance costs were transferred to “long-term debt” under the 2029 Term Loan and transaction fees of $6 million were recorded to “debt refinancing charges” in the consolidated statements of operations. At the time of the redemption, the Company was in compliance with all covenants under the 2027 Term Loan. Senior Notes 2026 Notes In December 2020, the Company issued $500 million aggregate principal amount of 7.625 percent senior secured notes due January 2026. In November 2024, the Company redeemed the $453 million outstanding principal balance and accrued interest of $11 million of the 2026 Notes using proceeds from the issuance of the 2029 Term Loan and cash on hand. A loss on extinguishment of $4 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations. At the time of the redemption, the Company was in compliance with all covenants under the 2026 Notes. Prior to the full redemption of the 2026 Notes, the Company repurchased $12 million and $10 million principal of the notes in September 2024 and April 2023, respectively, for which it recorded respective immaterial and $1 million gains on extinguishment to “debt refinancing charges” in the consolidated statements of operations. 2024 Notes In May 2014, the Company issued $550 million aggregate principal amount of 5.50 percent senior unsecured notes due June 2024. In August 2023, the Company redeemed the outstanding principal balance and accrued interest of the 2024 Notes. A loss on extinguishment of $1 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations. Prior to the full redemption of the 2024 Notes, the Company repurchased $5 million and $47 million principal of the notes during 2023 and 2022, respectively, for which it recorded respective immaterial and $1 million gains on extinguishment to “debt refinancing charges.” Short-term Factoring Facility The Company’s subsidiary in France entered into a factoring agreement with BNP pursuant to which it submits the value of eligible receivables up to USD $3 million and euro €24 million for immediate payment. Eligibility of receivables is based on invoices issued to the Company’s subsidiary from customers previously approved by BNP. Upon collection of these receivables, on average no longer than 60 days, amounts outstanding under this agreement are paid off. The Company pays interest on a monthly basis for these borrowings based on the value of factored invoices at the Euribor 3-month rate, with floor at zero percent, plus 0.55 percent. The weighted average interest rate on total short-term borrowings associated with this agreement at December 31, 2024 and 2023 was 4.1 percent and 4.2 percent, respectively. BioNova Debt and Other Loans The Company has fixed-rate loans with various financial institutions primarily related to the France bioethanol plant and other energy projects in France. The weighted average interest rate on the loans outstanding at December 31, 2024 and 2023 was 2.9 percent and 2.6 percent, respectively.

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