August 8, 2022
PotlatchDeltic Corporation
601 West First Avenue, Suite 1600
Spokane, Washington 99201
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Acceleration Request for Registration Statement on Form S-4 (File No. 333-266076)
To Whom It May Concern:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), PotlatchDeltic Corporation (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-4, as amended to date (the “Registration Statement”), be accelerated to, and that the Registration Statement be declared effective at 9:00 a.m. (Eastern Time) on Wednesday, August 10, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company is aware of its obligations under the Securities Act as they relate to the above-referenced Registration Statement and acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert the declaration of the Registration Statement’s effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Sincerely, | ||
| PotlatchDeltic Corporation | ||
| By: | /s/ Michele L. Tyler | |
| Name: | Michele L. Tyler | |
| Title: | Vice President, General Counsel and Corporate Secretary | |
