DEBT

As of March 31, 2014, the 2015 Notes were exchangeable at the option of the holders for the calendar quarter ended June 30, 2014. According to the indenture, in order for the notes to become exchangeable, the Company’s stock price must exceed 130 percent of the exchange price for 20 trading days during a period of 30 consecutive trading days as of the last day of the quarter. During the six months ended June 30, 2014, the note holders did not elect to exercise the exchange option. Based upon the average stock price for the 30 trading days ended June 30, 2014, these notes again became exchangeable at the option of the holder for the calendar quarter ending September 30, 2014. The entire balance of the notes is classified as long-term debt at June 30, 2014 due to the ability and intent of the Company to refinance them on a long-term basis.

As part of the spin-off of the Performance Fibers business, Rayonier Advanced Materials, while a subsidiary of Rayonier, issued $950 million of new debt. Rayonier Advanced Materials distributed $906 million from the proceeds of this new debt to the Company prior to the spin-off, including $75 million restricted to shareholder dividend payments. Rayonier used the remainder of the distribution, as well as available cash, to make repayments of $280 million on its unsecured revolving credit facility, $500 million on its term credit agreement and $112.5 million on its installment note due 2014.

Net repayments of $80 million were made in the first quarter on the revolving facility. At June 30, 2014, the Company had available borrowings of $448 million under the credit facility and additional draws available of $640 million under the term credit agreement. The Company’s borrowing capacity on these instruments was reduced in July 2014, as discussed below.

In addition, the New Zealand JV paid $1.2 million during the second quarter on its shareholder loan held with the non-controlling interest party, partially offset by a $0.2 million unfavorable change in exchange rates. There were no other significant changes to the Company’s outstanding debt as reported in Note 13 — Debt in the Company’s Amended Form 10-K.

Rayonier’s debt consisted of the following at June 30, 2014:



	June 30, 2014
Senior Notes due 2022 at a fixed interest rate of 3.75%	$	325,000
Senior Exchangeable Notes due 2015 at a fixed interest rate of 4.50% (a)	128,706
Mortgage notes due 2017 at fixed interest rates of 4.35% (b)	64,863
Solid waste bond due 2020 at a variable interest rate of 1.5% at June 30, 2014	15,000
New Zealand JV Revolving Credit Facility due 2016 at a variable interest rate of 3.61% at June 30, 2014	205,343
New Zealand JV noncontrolling interest shareholder loan at 0% interest rate	31,174
Total Long-term debt	$	770,086


(a)	The Senior Exchangeable Notes maturing in 2015 were discounted by $2.3 million as of June 30, 2014. Upon maturity the liability will be $131 million.


(b)	The mortgage notes due in 2017 were recorded at a premium of $1.9 million as of June 30, 2014. Upon maturity, the liability will be $63 million.

Subsequent Event

In connection with the spin-off of the Performance Fibers business, the revolving credit facility and term credit agreement were amended to reduce the Company’s borrowing capacity and related commitment fees. The revolving credit facility was reduced from $450 million to $200 million and the term credit agreement was reduced from $640 million of available capacity to $100 million. The amendments became effective July 7, 2014.