Participants in the Solicitation
The Partnership and its directors, executive officers, general partners, limited partners and other members of management and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies from unitholders in favor of the proposed transaction. Information about the Partnerships directors and executive officers is set forth in the Partnerships Annual
Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 5, 2019. This document may be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these participants which may, in some cases, be different than those of the Partnerships unitholders generally, will also be included in the proxy statement relating to the proposed Mergers,
when it becomes available.
Cautionary Note Regarding Forward-Looking Statements
The information contained in this communication includes forward-looking statements. All statements that express belief, expectation, estimates or
intentions, as well as those that are not statements of historical facts, are forward-looking statements. Such statements use forward-looking words such as proposed, anticipate, project, potential,
could, should, continue, estimate, expect, may, believe, will, plan, seek, outlook and other similar expressions that
are intended to identify forward-looking statements, although some forward-looking statements are expressed differently. These statements discuss future expectations and contain projections, including without limitation the expectation that the
Mergers will occur at the estimated time or at all. Specific factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to: (i) changes in federal, state, local and foreign laws
and regulations to which the Partnership is subject, including those governing timber harvesting, transportation and sale (particularly international sales) and those that treat the Partnership as a partnership for federal income tax purposes;
(ii) terrorism and other security risks, including cyber risk, adverse weather conditions, including hurricanes, wildfires, environmental releases and natural disasters; (iii) changes in the marketplace for the Partnerships products
or services, such as increased competition or general reductions in demand; (iv) adverse regional, national, or international economic conditions, adverse capital market conditions and adverse political developments; (v) demonstrations,
shutdowns or interruptions at the Partnerships tree farms and points of delivery; (vi) unanticipated capital expenditures in connection with the construction, repair or replacement of the Partnerships assets; (vii) volatility
in the price of timber and related products; (viii) nonpayment or nonperformance by the Partnerships customers; (ix) Rayoniers ability to integrate the Partnerships business with its own and to realize anticipated cost
savings and other efficiencies and benefits; (x) the Partnerships risk of failure to receive the Unitholder Approval on a timely basis or otherwise; (xi) the possibility that competing offers or acquisition proposals for the
Partnership will be made or that a change in its assets or business prospects will affect the desirability of the Transactions (as defined in the Merger Agreement); (xii) the possibility that any or all of the various conditions to the
consummation of the Mergers may not be satisfied or waived, including the failure to receive antitrust or other regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); (xiii) the occurrence of any event,
change or other circumstance that could give rise to the termination of the Merger Agreement; (xiv) the effect of the announcement or pendency of the Mergers or the Partnerships ability to retain and hire key personnel, its ability to
maintain relationships with its customers, suppliers, third-party contractors, and others with which it does business, or its operating results and business generally; (xv) risks related to diverting managements attention from the
Partnerships ongoing business operations; (xvi) the risk that unitholder litigation in connection with the Mergers may result in significant costs to defend or resolve; and (xvii) the cautionary discussion of risks and uncertainties
detailed in Part I, Item 1A, Risk Factors and Part II, Item 7, Managements