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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/01/22 PotlatchDeltic Corp. 8-K:1,9 12/01/22 11:1.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-10.1 Material Contract HTML 834K 6: R1 Document and Entity Information HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d424119d8k_htm XML 14K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- pch-20221201_lab XML 55K 5: EX-101.PRE XBRL Presentations -- pch-20221201_pre XML 35K 3: EX-101.SCH XBRL Schema -- pch-20221201 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 11: ZIP XBRL Zipped Folder -- 0001193125-22-296524-xbrl Zip 192K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 01, 2022
POTLATCHDELTIC CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| i Delaware | i 1-32729 | i 82-0156045 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 601 West First Avenue, i Suite 1600 | ||||
| i Spokane, i Washington | i 99201 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: i 509 i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| i Common Stock ($1 par value) |
i PCH | i 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 i ☐
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 December 1, 2022, PotlatchDeltic Corporation (the “Company”) and its wholly owned subsidiaries, PotlatchDeltic Forest Holdings, Inc. and PotlatchDeltic Land & Lumber, LLC (collectively, the “Borrowers”), entered into an Eighth 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 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. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Amendment.
Pursuant to the Amendment, the Lenders provided a Term Loan S to the Borrowers in the principal amount of $40 million, maturing on November 1, 2032, and bearing interest at a rate equal to the 1-month term Secured Overnight Financing Rate (“SOFR”) plus 2.30% per annum. Term Loan S replaced the Borrowers’ Term Loan F. In addition, the Amendment provides for the conversion of the London Inter-Bank Offered Rate (“LIBOR”) to a SOFR-denominated rate under all of the Company’s outstanding LIBOR-denominated term loans (i.e., Term Loans I, K, L, M, N, O and P) in the aggregate principal amount of $403.5 million with maturities between 2026 and 2031 under the Term Loan Agreement.
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.
| Exhibit Number |
Description | |
| 10.1 | Eighth Amendment to Second Amended and Restated Term Loan Agreement dated as of December 1, 2022 among PotlatchDeltic Corporation and its wholly owned subsidiaries, as borrowers, the guarantors party thereto, the lenders party thereto, the voting participants party thereto and Northwest Farm Credit Services, PCA, as administrative agent | |
| 104 | Cover Page interactive data file (Embedded within the Inline XBRL document) | |
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.
| PotlatchDeltic Corporation | ||||||
| Date: December 1, 2022 | By: | /s/ Michele L. Tyler | ||||
| Michele L. Tyler | ||||||
| Vice President, General Counsel and Corporate Secretary | ||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/1/32 | None on these Dates | |||
| Filed on / For Period end: | 12/1/22 | |||
| 3/22/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 PotlatchDeltic Corp. 10-K 12/31/23 125:20M Donnelley … Solutions/FA 2/16/23 PotlatchDeltic Corp. 10-K 12/31/22 130:29M Donnelley … Solutions/FA |