International Paper Announces Price Determination with Respect to 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, 13:44 ET

MEMPHIS, Tenn., June 21, 2021 /PRNewswire/ -- International Paper Company (NYSE: IP) (the "Company") announced today certain pricing terms 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").

The Reference Yield was determined by the Lead Dealer Manager, based on the bid-side price of the Reference U.S. Treasury Security as of 10:00 a.m., New York City time, on June 21, 2021. Holders whose Notes are accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on such Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date for the Offer ("Accrued Interest").

Title of Security	CUSIP	Acceptance Priority Level	Principal Amount Expected to be Accepted⁽¹⁾	Reference U.S. Treasury Security	Reference Yield	Fixed Spread (basis points)	Early Tender Premium	Total Consideration⁽²⁾
4.400% Notes due 2047	460146 CQ4	1	$410,671,000.00	1.875% due February 15, 2051	2.097%	87 bps	$30	$ 1,256.02
4.350% Notes due 2048	460146 CS0	2	$146,945,000.00	1.875% due February 15, 2051	2.097%	87 bps	$30	$ 1,253.45
4.80% Notes due 2044	460146 CK7	3	$0	2.250% due May 15, 2041	2.028%	100 bps	$30	$ 1,287.42
5.000% Notes due 2035	460146 CM3	4	$0	1.625% due May 15, 2031	1.482%	117 bps	$30	$ 1,268.70


(1)	Expected to be accepted for purchase, and paid for, on June 22, 2021.
(2)	Payable for each $1,000 principal amount of applicable Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase by us and includes the Early Tender Premium. Holders that tender after the Early Tender Deadline, but at or prior to the Expiration Time will not receive the Early Tender Premium. In addition, holders whose Notes are accepted will also receive interest on such Notes accrued to the applicable settlement date.

Holders of Notes that were validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on June 18, 2021 (the "Early Tender Deadline") and whose Notes are accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase), which is based on the Reference Yield plus the Fixed Spread as set forth in the table above, for such Notes.

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. In accordance with the terms of the Offer, all of the 4.400% Notes validly tendered and not validly withdrawn will be accepted for purchase and settled on the Early Settlement Date. Because the aggregate purchase price of Notes validly tendered and not validly withdrawn exceeded the Aggregate Maximum Amount, (i) using a proration factor of 0.46846800, $146,945,000.00 aggregate principal amount of the 4.350% Notes validly tendered and not validly withdrawn will be accepted for purchase and settled on the Early Settlement Date and (ii) none of the 4.80% Notes or the 5.000% Notes will be accepted in the Offer. In addition, because the aggregate purchase price of Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase exceeded the Aggregate Maximum Amount, no more Notes will be accepted in the Offer, regardless of Acceptance Priority Level.

The withdrawal rights for the Offer expired at 5:00 p.m., New York City time, on June 18, 2021; therefore, previously tendered Notes may no longer be withdrawn.

The Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, dated June 7, 2021 (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 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