April 2, 2020
VIA EDGAR
Mr. Ronald Alper
Division of Corporation Finance
Office of Real Estate & Construction
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Rayonier Inc. and Rayonier, L.P. |
Registration Statement on Form S-4 |
File No. 333-237246 Request for Effectiveness |
Dear Mr. Alper:
Reference is made to the Registration Statement on Form S-4 (File No. 333-237246) filed by Rayonier Inc. (Rayonier) and Rayonier, L.P. (Opco and together with Rayonier, the Registrants) with the U.S. Securities and Exchange Commission on March 17, 2020, as amended on April 2, 2020 (the Registration Statement).
The Registrants hereby request the Registration Statement be made effective at 4:00 p.m., Eastern Time, on April 3, 2020, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.
Please contact David K. Lam of Wachtell, Lipton, Rosen & Katz at (212) 403-1394 or DKLam@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Lam when this request for acceleration of effectiveness of the Registration Statement has been granted.
Very truly yours,
RAYONIER INC.
By: /s/ Mark R. Bridwell
Name: Mark R. Bridwell
Title: Vice President, General Counsel and Corporate Secretary
RAYONIER, L.P.
By: Rayonier Inc., its general partner
By: /s/ Mark R. Bridwell
Name: Mark R. Bridwell
Title: Vice President, General Counsel and Corporate Secretary
cc: | Daemon P. Repp, Pope Resources, A Delaware Limited Partnership |
David K. Lam, Wachtell, Lipton, Rosen & Katz |
Robert E. Denham, Munger, Tolles & Olson LLP |
Jennifer Broder, Munger, Tolles & Olson LLP |
Marcus J. Williams, Buchalter, P.C. |