Sec Form 13D Filing - POPE MGP INC filing for POPE RESOURCES LTD PARTNERSHIP (POPE) - 2020-01-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 2

Pope Resources, A Delaware Limited Partnership

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

732857107

(CUSIP Number)

Marcus J. Williams

Davis Wright Tremaine LLP

920 Fifth Avenue, Suite 3300

Seattle, WA 98104

(206) 622-3150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 14, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box.   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 732857107

CUSIP No. 732857107

CUSIP No. 732857107

CUSIP No. 732857107

CUSIP No. 732857107

CUSIP No. 732857107

CUSIP No. 732857107

CUSIP No. 732857107

Schedule 13D

Explanatory Note. This Amendment No. 2 to Schedule 13D (this “Amendment”) is being filed by Maria M. Pope, Gordon P. Andrews, PT Pope Properties LLC, PMG Family Limited Partnership, Emily T. Andrews 1987 Revocable Trust, Gordon Pope Andrews Descendants’ Trust U/T/A December 31, 2012, Pope MGP, Inc., and Pope EGP, Inc. (each, a “Reporting Person” and collectively, the “Reporting Persons”) as an amendment to that certain Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on April 8, 2019, as amended by Amendment No. 1 to Schedule 13D, filed by Pope MGP, Inc., with the SEC on November 7, 2019 (collectively, the “Schedule 13D”). Except as amended and supplemented herein, the information set forth in the Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Schedule 13D.

This statement relates to the Limited Partnership Units and associated depositary receipts (the “Units”) of Pope Resources, A Delaware Limited Partnership (the “Issuer”). The principal executive office of the Issuer is located at 19950 7^th Avenue NE, Suite 200, Poulsbo, Washington 98370.

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them are as follows:

Maria M. Pope is a director of Pope MGP, Inc. and Pope EGP, Inc. Ms. Pope is also a director and is the Chief Executive Officer of Portland General Electric, Inc. (NYSE: POR) and serves on the board of directors of Umpqua Holdings Corporation (Nasdaq: UMPQ).

Gordon P. Andrews is the President of A-D Real Estate Management, Inc., a privately held real estate development company. Mr. Andrews also serves as an advisor to Pope MGP, Inc. and as a director of Pope EGP, Inc.

Item 4 is hereby amended by adding the following paragraphs to follow Item 4 as previously disclosed and amended:

Merger Agreement

On January 14, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Issuer, Rayonier, Inc., a North Carolina corporation (“Rayonier”), Rayonier Operating Company LLC, a Delaware limited liability company (“OpCo”), Pacific GP Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Rayonier (“Merger Sub 1”), Pacific GP Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Rayonier (“Merger Sub 2”), Pacific LP Merger Sub III, LLC, a Delaware limited liability company and a wholly owned subsidiary of OpCo (“Merger Sub 3”), Pope EGP, Inc., a Delaware corporation (“EGP”), and Pope MGP, Inc., a Delaware corporation and the managing general partner of the Issuer (“MGP” and together with EGP, the “General Partners”). The Merger Agreement is filed with this Amendment as Exhibit 7.4 and is incorporated by reference herein. The summary of the Merger Agreement provided in this Amendment is not complete and is qualified in its entirety by reference to the Merger Agreement.

The Merger Agreement provides that upon the satisfaction of certain conditions prescribed in the Merger Agreement and summarized below, (i) MGP will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving corporation (“MGP Merger”); (ii) EGP will merge with and into Merger Sub 2, with Merger Sub 2 as the surviving corporation (“EGP Merger” and together with the MGP Merger, the “GP Mergers”); and (iii) Merger Sub 3 will merge with and into the Issuer, with the Issuer as the surviving entity (“Partnership Merger” and together with the GP Mergers, the “Mergers”). Upon consummation of the Partnership Merger, holders of Units, less the number of Units held by Rayonier and certain of their respective affiliates, will be entitled to receive, for each Unit, merger consideration consisting of (i) 3.929 common shares of Rayonier, (ii) 3.929 units of Rayonier Operating Partnership LP, or (iii) $125 in cash. Elections will be subject to proration to ensure that the aggregate amount of cash, on the one hand, and Rayonier common stock and Rayonier operating partnership units, on the other hand, that are issued in the Partnership Merger would be equal to the amounts issued as if every Unit received $37.50 in cash and 2.751 Rayonier common shares or units of Rayonier Operating Partnership LP. If elections for the Rayonier common shares and units of Rayonier Operating Partnership LP are oversubscribed, then to reduce the effect of such proration Rayonier can, in its discretion, add additional equity (and decrease the amount of cash) payable to the Issuer’s unitholders making such election. Restricted Units issued under the Issuer’s equity incentive plan and outstanding at the effective time of the Mergers will be exchanged for restricted Rayonier common shares having terms and vesting schedules substantially equivalent to the restricted Units for which they are exchanged. The Merger Agreement also provides for Rayonier to acquire the general partner

entities of the Issuer, MGP and EGP (collectively, the “GP Entities”), for consideration consisting of $10 million of cash (excluding the Units and certain other assets owned by the GP Entities, all of which will be distributed to the shareholders of the GP Entities immediately prior to closing).

Completion of the Mergers is subject to the satisfaction (or waiver, if permissible under applicable law) of customary closing conditions, including the approval of the holders of a majority of the outstanding Units. MGP and EGP have agreed in the Merger Agreement to vote any Units owned or acquired by them in favor of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement. The voting requirement set forth above is referred to herein as the “Unitholder Approval.”

The Merger Agreement contains representations and warranties and covenants of the parties that the Issuer believes are customary for a transaction of this nature. Among other things, the parties have agreed to use reasonable best efforts to promptly take all actions necessary to obtain all necessary approvals applicable to the Mergers, and to forbear from taking any actions that would result in certain adverse tax treatment or that would reasonably be expected to adversely affect Rayonier’s ability to obtain approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Merger Agreement also requires the parties to take any of the following measures if necessary to obtain antitrust approvals, subject to certain terms and conditions: (i) take or commit to take any action that limits their respective freedom of action with respect to, or their ability to retain, any property, assets or businesses, and (ii) initiate or defend against any lawsuit, action or proceeding, judicial or administ rative, challenging the Merger Agreement or the Mergers.

Until the earlier of the termination of the Merger Agreement or the consummation of the Mergers, the Issuer has agreed to operate its business in the ordinary course consistent with past practice and has agreed to certain other operating covenants and to not take certain specified actions prior to the consummation of the Mergers, as set forth more fully in the Merger Agreement. The Issuer has also agreed to convene and hold a meeting for the purpose of obtaining the Unitholder Approval. In addition, the Merger Agreement requires that, subject to certain exceptions, the board of directors of the Issuer (the “Board”) recommend that the Issuer’s unitholders approve the Merger Agreement and the Mergers. In addition, the Issuer and each of the General Partners has agreed to terminate discussions with other parties relating to a business combination, and to refrain from initiating, soliciting or, subject to certain conditions, knowingly encouraging or facilitating takeover proposals from third parties.

Notwithstanding these restrictions, prior to the receipt of the Unitholder Approval, the Issuer may, under certain circumstances and in compliance with certain obligations, provide non-public information to and participate in discussions or negotiations with third parties with respect to unsolicited alternative takeover proposals. Prior to obtaining the Unitholder Approval, the Board may change its recommendation that the unitholders approve the Merger Agreement and the Partnership Merger under certain specified circumstances in response to a Superior Proposal (as defined in the Merger Agreement) or the occurrence of an Intervening Event (as defined in the Merger Agreement), subject to complying with notice and other specified conditions, including giving Rayonier the opportunity to propose revisions to the terms of the Merger Agreement during a period following such notice.

The Merger Agreement contains certain termination rights for the Issuer and Rayonier, including, among others, the right of Rayonier to terminate the Merger Agreement as a result of the Board changing its recommendation with respect to the Merger Agreement and the Mergers. The Merger Agreement provides that in the event of a termination under specified circumstances, including the one described above, the Issuer will be required to pay Rayonier a termination fee of $20 million.

Voting Agreements

In connection with the execution of the Merger Agreement, Rayonier entered into voting and support agreements (the “Voting Agreements”) with Emily T. Andrews 1987 Revocable Trust, Gordon P. Andrews, Gordon Pope Andrews Separate Property Revocable Trust U/T/D 5/9/2013, Maria M. Pope, PT Pope Properties LLC and PMG Family Limited Partnership, which collectively beneficially own approximately 16% of the outstanding Units. The Voting Agreements require, subject to the terms and conditions thereof, their respective signatories to vote their Units in favor of approval of the Merger Agreement and the Transactions (as defined in the Merger Agreement). The Reporting Persons party to the Voting Agreements disclaim that they constitute a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with Rayonier, by virtue of the Voting Agreements or otherwise.

Certain Information

The Merger Agreement and the Voting Agreements (collectively, the “Transaction Agreements”) have been filed as exhibits to this Amendment to provide investors and security holders with information regarding their respective terms. None of these exhibits is intended to provide any other factual information about the parties thereto or about the Reporting Persons, or to modify or supplement any factual disclosures about the Reporting Persons or the Issuer or any of its subsidiaries, in the public reports filed by the Issuer with the SEC. Without limiting the generality of the foregoing, the Transaction Agreements include certain representations, warranties and covenants of the parties thereto made solely for purposes of the Transaction Agreements and solely for the benefit of the parties to the Transaction Agreements, and which may be subject to important qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Transaction Agreements. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual statements of facts or condition of the parties to the Transaction Agreements or any of their respective subsidiaries or affiliates. Moreover, some of those representations and warranties (i) may have been qualified by certain documents filed with, or furnished to, the SEC by the parties prior to the date of the Transaction Agreements , (ii) may have been qualified by confidential disclosures made to the respective parties in connection with the Transaction Agreements, (iii) may not be accurate or complete as of any specified date, (iv) may be subject to a contractual standard of materiality that differs from those generally applicable to the SEC filings of the parties, or (v) may have been used for purposes of allocating risk among the parties to the Transaction Agreements rather than establishing matters as facts.

Pursuant to the Merger Agreement, the Shareholders Agreement will be terminated immediately prior to the effective time of the Mergers, unless the Merger Agreement is earlier terminated.

Items 5(a), (b) and (c) are amended and restated as follows:

The information contained on each of the cover pages of this Amendment and the information set forth or incorporated in Items 4 and 6 are hereby incorporated herein by reference

(b)    The powers that a Reporting Person has relative to the Units discussed herein may be found in rows 7 through 10 of the cover page relating to such Reporting Person, which is hereby incorporated herein by reference.

(c)    On December 31, 2019, Ms. Pope received 94 Units as compensation for her services as a director during the fourth fiscal quarter of 2019. These Units represent the payment of one-fourth of Ms. Pope’s compensation in accordance with an irrevocable election made by Ms. Pope on December 4, 2018.

On November 1, 2019, Mr. Andrews sold 409 Units. On November 4, 2019, Mr. Andrews sold 191 Units. On January 3, 2020, Mr. Andrews sold a total of 600 Units. Each of the foregoing sales was made pursuant to a Rule 10b5-1 trading plan.

Except as set forth under Item 4 and this Item 5, there were no transactions effected by the Reporting Persons in the Units within the past sixty (60) days.

Item 6 is hereby amended to add the following:

The information set forth in Item 4 above is incorporated herein by reference.

Other than the foregoing, to the knowledge of the Reporting Persons, none of the Reporting Persons is party to any other contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.