International Paper Announces Early Tender Results of Waterfall Tender Offer for its Outstanding 3.650% Notes due 2024 and 3.800% Notes due 2026

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Sep 22, 2020, 08:30 ET

MEMPHIS, Tenn., Sept. 22, 2020 /PRNewswire/ -- International Paper Company (NYSE: IP) (the "Company") announced today the early tender results as of 5:00 p.m. on September 21, 2020 (the "Early Tender Deadline") for its previously announced cash tender offer (the "Waterfall Tender Offer") for up to $700 million combined aggregate principal amount, less the aggregate principal amount of its outstanding 3.000% Notes due 2027 (the "3.000% Notes") purchased in a separate offer (the "Waterfall Tender Cap"), of its outstanding 3.650% Notes due 2024 (the "3.650% Notes") and 3.800% Notes due 2026 (the "3.800% Notes" and, together with the 3.650% Notes, the "Notes"). Based on the $297,364,000 aggregate principal amount of the 3.000% Notes accepted in the separate offer, the Waterfall Tender Cap will equal $402,636,000.

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⁾	Principal Amount Expected to be Accepted⁽²⁾	Acceptance Priority Level
3.650% Notes due 2024	460146 CJ0	$658,942,000	$275,826,000	$275,826,000	1
3.800% Notes due 2026	460146 CL5	$654,795,000	$202,395,000	$126,810,000	2



(1)	As reported by Global Bondholder Services Corporation, the depositary and information agent for the Waterfall Tender Offer.
(2)	Expected to be accepted for purchase, and paid for, on the Waterfall Early Settlement Date.

Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Waterfall Tender Offer will be purchased, retired and cancelled by the Company on the early settlement date, which is expected to occur on September 23, 2020 (the "Waterfall Early Settlement Date"). The amounts of each series of Notes that are purchased on the Waterfall Early Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated September 8, 2020 (the "Offer to Purchase"). In accordance with the terms of the Waterfall Tender Offer, (1) all of the 3.650% Notes validly tendered and not validly withdrawn; and (2) all of the 3.800% Notes validly tendered and not validly withdrawn, on a prorated basis, will be accepted for purchase and settled on the Waterfall Early Settlement Date. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeded the Waterfall Tender Cap, using a proration factor of approximately 62.8%, $126,810,000 aggregate principal amount of the 3.800% Notes validly tendered and not validly withdrawn will be accepted for purchase and settled on the Waterfall Early Settlement Date.

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 Waterfall Tender Offer, will be entitled to receive the total consideration (the "Total Consideration"). The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of notes (the "Early Tender Premium").

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

Because the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeded the Waterfall Tender Cap, no more Notes will be accepted, regardless of Acceptance Priority Level.

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

The Company has retained BNP Paribas Securities Corp. and Credit Agricole Securities (USA) Inc. to serve as Lead Dealer Managers for the Waterfall Tender Offer. The Company has also retained Global Bondholder Services Corporation to serve as depositary and information agent for the Waterfall Tender Offer.

Requests for documents relating to the Waterfall Tender Offer may be directed to Global Bondholder Services Corporation by telephone at (866) 794-2200 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 Waterfall Tender Offer may be directed to BNP Paribas Securities Corp. at (888) 210-4358 (toll-free), (212) 841-3059 (collect), or [email protected] or Credit Agricole Securities (USA) Inc. at (866) 807-6030 (toll-free) or (212) 261-7802 (collect).

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 Waterfall Tender Offer to be made by a licensed broker or dealer, the Waterfall Tender 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 Waterfall Tender 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 Waterfall Tender 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 more than 50,000 colleagues and serve more than 25,000 customers in 150 countries. Net sales for 2019 were $22 billion. For more information about International Paper, our products and global citizenship efforts, please visit internationalpaper.com.

SOURCE International Paper