International Paper Announces Early Tender Results of Cash Tender Offer for Certain of its Outstanding Notes for an Aggregate Purchase Price of up to $700 million

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Jun 21, 2021, 07:55 ET

MEMPHIS, Tenn., June 21, 2021 /PRNewswire/ -- International Paper Company (NYSE: IP) (the "Company") announced today the early tender results as of 5:00 p.m., New York City time, on June 18, 2021 (the "Early Tender Deadline") for its previously announced cash tender offer (the "Offer") for up to $700 million aggregate purchase price (excluding Accrued Interest (as defined below) and excluding fees and expenses related to the Offer) (the "Aggregate Maximum Amount") of its outstanding 4.400% Notes due 2047 (the "4.400% Notes"), 4.350% Notes due 2048 (the "4.350% Notes"), 4.80% Notes due 2044 (the "4.80% Notes") and 5.000% Notes due 2035 (the "5.000% Notes" and, together with the 4.400% Notes, the 4.350% Notes and the 4.80% Notes, the "Notes").

As of the Early Tender Deadline, the Company received tenders for the aggregate principal amount of each series of Notes as set forth in the table below.

Title of Security	CUSIP	Principal Amount Outstanding	Principal Amount Tendered as of the Early Tender Deadline(1)	Acceptance Priority Level
4.400% Notes due 2047	460146 CQ4	$1,058,845,000	$410,671,000	1
4.350% Notes due 2048	460146 CS0	$890,997,000	$313,970,000	2
4.80% Notes due 2044	460146 CK7	$747,945,000	$291,001,000	3
5.000% Notes due 2035	460146 CM3	$600,000,000	$135,855,000	4


(1)	As reported by Global Bondholder Services Corporation, the depositary and information agent for the Offer.

Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Offer will be purchased, retired and cancelled by the Company on the early settlement date, which is expected to occur on June 22, 2021 (the "Early Settlement Date"). The amounts of each series of Notes that are purchased on the Early Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated June 7, 2021 (the "Offer to Purchase").

Holders who validly tendered and did not withdraw their Notes on or before the Early Tender Deadline, and whose Notes are accepted for purchase pursuant to the Offer, will be entitled to receive the total consideration (the "Total Consideration"). The Total Consideration will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for the Notes of the applicable series over the yield based on the bid-side price of the applicable U.S. Treasury Security for such series of Notes, as calculated by Deutsche Bank Securities Inc., the Lead Dealer Manager, at 10:00 a.m., New York City time, on June 21, 2021, unless extended. The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes (the "Early Tender Premium"). Holders whose Notes are accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Early Settlement Date ("Accrued Interest").

The Notes tendered pursuant to the Offer may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The Company also announced that the date and time that the Offer will expire (the "Expiration Time") has been extended from 11:59 p.m., New York City time, on July 2, 2021 to 11:59 p.m., New York City time, on July 6, 2021, and that the date and time of payment for Notes that are validly tendered after the Early Tender Deadline and prior to the Expiration Time and are accepted for purchase, if any, has been extended from July 7, 2021 to July 8, 2021.

Because the aggregate purchase price of Notes validly tendered and not validly withdrawn will exceed the Aggregate Maximum Amount, no more Notes will be accepted, regardless of Acceptance Priority Level.

The Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase.

The Company has retained Deutsche Bank Securities Inc. to serve as Lead Dealer Manager for the Offer. The Company has also retained Global Bondholder Services Corporation to serve as depositary and information agent for the Offer.

Requests for documents relating to the Offer may be directed to Global Bondholder Services Corporation by telephone at (866) 807-2200 or (212) 430-3774, in writing at 65 Broadway, Suite 404, New York, New York 10006 or online at https://www.gbsc-usa.com/ip/. Questions regarding the Offer may be directed to Deutsche Bank Securities Inc. at 60 Wall Street, 2nd Floor, New York, New York 10005, Attn: Liability Management Group, Toll-free: (855) 287-1922, Collect: (212) 250-7527.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed made on behalf of the Company by one of the dealer managers or one or more registered brokers or dealers under the laws of such jurisdiction.

None of the Company, its board of directors, the depositary, the information agent, any of the dealer managers or the trustee for the Notes is making any recommendation as to whether holders should tender Notes in response to the Offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

Forward-Looking and Cautionary Statements
This press release may contain "forward-looking statements." Such forward- looking statements may include, without limitation, statements about the Company's market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as "may," "will," "could," "should," "would," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "continue" and variations of these words or comparable words. Forward-looking statements are based on current expectations and assumptions, and inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the amount of Notes tendered and satisfaction of the conditions of the Offer contained in the Offer to Purchase. Other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the Company's Securities and Exchange Commission filings. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to make any revision to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release.

About International Paper

International Paper (NYSE: IP) is a leading global producer of renewable fiber-based packaging, pulp and paper products with manufacturing operations in North America, Latin America, Europe, North Africa and Russia. We produce corrugated packaging products that protect and promote goods, and enable world-wide commerce; pulp for diapers, tissue and other personal hygiene products that promote health and wellness; and papers that facilitate education and communication. We are headquartered in Memphis, Tenn., employ approximately 48,000 colleagues and serve more than 25,000 customers in 150 countries. Net sales for 2020 were $21 billion. For more information about International Paper, our products and global citizenship efforts, please visit internationalpaper.com.

SOURCE International Paper