International Paper Announces Price Determination with Respect to Cash Tender Offer for Certain of its Outstanding Notes for up to $497.658 Million Combined Aggregate Principal Amount

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Sep 26, 2022, 16:06 ET

MEMPHIS, Tenn., Sept. 26, 2022 /PRNewswire/ -- International Paper Company (NYSE: IP) (the "Company") announced today the pricing terms for its previously announced cash tender offer (the "Offer") for up to $497.658 million combined aggregate principal amount (the "Aggregate Maximum Amount") of its outstanding 8.700% Notes due 2038 (the "8.700% Notes"), 7.75% Notes due 2025 (the "7.75% Notes"), 7.35% Notes due 2025 (the "7.35% Notes"), 7.30% Notes due 2039 (the "7.30% Notes"), 7.20% Notes due 2026 (the "7.20% Notes"), 7.15% Notes due 2027 (the "7.15% Notes"), 6 7/8% Notes due 2023 (the "6 7/8% 2023 Notes"), 6 7/8% Notes due 2029 (the "6 7/8% 2029 Notes"), 6.65% Notes due 2037 (the "6.65% Notes"), 6.40% Notes due 2026 (the "6.40% Notes"), 6.00% Notes due 2041 (the "6.00% Notes"), 5.150% Notes due 2046 (the "5.150% Notes"), 5.000% Notes due 2035 (the "5.000% Notes"), 4.80% Notes due 2044 (the "4.80% Notes"), 4.400% Notes due 2047 (the "4.400% Notes") and 4.350% Notes due 2048 (the "4.350% Notes," and, together with the 8.700% Notes, the 7.75% Notes, the 7.35% Notes, the 7.30% Notes, the 7.20% Notes, the 7.15% Notes, the 6 7/8% 2023 Notes, the 6 7/8% 2029 Notes, the 6.65% Notes, the 6.40% Notes, the 6.00% Notes, the 5.150% Notes, the 5.000% Notes, the 4.80% Notes and the 4.400% Notes, the "Notes").

Holders of Notes that were validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on September 23, 2022 (the "Early Tender Deadline") and whose Notes are accepted for purchase by the Company will receive the applicable Total Consideration.

The "Total Consideration" for each $1,000 principal amount of Notes so tendered and accepted for purchase was determined by the Lead Dealer Manager in the manner described in the Company's Offer to Purchase, dated September 12, 2022 (the "Offer to Purchase"), by reference to the applicable fixed spread specified in the table below for Notes of the applicable series over the yield (the "Reference Yield") based on the bid-side price of the applicable Reference U.S. Treasury Security for such series of Notes specified in the table below at 10:00 a.m., New York City time, on September 26, 2022. The applicable Reference Yield and Total Consideration for each series of Notes are set forth in the table below. 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.

		Acceptance Priority	Reference U.S. Treasury Security	Reference Yield	Fixed Spread (basis points)	Early Tender Premium	Total Consideration⁽¹⁾
Title of Security	CUSIP	Level
8.700% Notes due 2038	460146CC5	1	3.375% due August 15, 2042	3.960 %	205 bps	$30	$1,270.95
7.75% Notes due 2025 ⁽²⁾	158525AQ8	2	3.125% due August 15, 2025	4.282 %	95 bps	$30	$1,067.48
7.35% Notes due 2025 ⁽²⁾	158525AR6	3	3.125% due August 15, 2025	4.282 %	95 bps	$30	$1,059.72
7.30% Notes due 2039	460146CF8	4	3.375% due August 15, 2042	3.960 %	205 bps	$30	$1,136.71
7.20% Notes due 2026 ⁽²⁾	158525AT2	5	3.125% due August 31, 2027	4.037 %	117 bps	$30	$1,072.57
7.15% Notes due 2027 ⁽²⁾	158525AV7	6	3.125% due August 31, 2027	4.037 %	123 bps	$30	$1,084.81
6 7/8% Notes due 2023	460146AP8	7	3.250% due August 31, 2024	4.217 %	90 bps	$30	$1,018.42
6 7/8% Notes due 2029	460146BD4	8	2.750% due August 15, 2032	3.773 %	147 bps	$30	$1,089.45
6.65% Notes due 2037 ⁽²⁾	158525AU9	9	2.750% due August 15, 2032	3.773 %	187 bps	$30	$1,101.82
6.40% Notes due 2026 ⁽²⁾	158525AS4	10	3.125% due August 15, 2025	4.282 %	97 bps	$30	$1,035.09
6.00% Notes due 2041 ⁽³⁾	460146CH4	11	3.375% due August 15, 2042	3.960 %	195 bps	$30	$1,010.00
5.150% Notes due 2046 ⁽³⁾	460146CN1	12	2.875% due May 15, 2052	3.676 %	185 bps	$30	$950.65
5.000% Notes due 2035 ⁽³⁾	460146CM3	13	2.750% due August 15, 2032	3.773 %	160 bps	$30	$965.47
4.80% Notes due 2044 ⁽³⁾	460146CK7	14	3.375% due August 15, 2042	3.960 %	175 bps	$30	$887.47
4.400% Notes due 2047 ⁽³⁾	460146CQ4	15	2.875% due May 15, 2052	3.676 %	178 bps	$30	$857.11
4.350% Notes due 2048 ⁽³⁾	460146CS0	16	2.875% due May 15, 2052	3.676 %	173 bps	$30	$853.72

(1)	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.
(2)	Originally issued by Champion International Corporation and assumed by the Company in connection with its acquisition of Champion Internal Corporation on May 12, 2000.
(3)	The applicable Total Consideration for this series of Notes will be calculated taking into account the par call date (rather than the maturity date) for such series.

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 September 27, 2022 (the "Early Settlement Date")

The withdrawal rights for the Offer expired at 5:00 p.m., New York City time, on September 23, 2022; 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.

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 (855) 654-2015 or (212) 430-3774, in writing at 65 Broadway, Suite 404, New York, New York 10006. Questions regarding the Offer may be directed to Deutsche Bank Securities Inc. at 1 Columbus Circle, New York, New York 10019, Attn: Liability Management Group, Toll-free: (866) 627-0391, Collect: (212) 250-2955.

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 contains "forward-looking statements" within the meaning of the federal securities laws, including statements describing the Company's acceptance of Notes for purchase, payment of the Total Consideration and other matters relating to completion of the Offer, and similar statements concerning anticipated future events and expectations that are not historical facts. Such forward- looking statements may be identified by the use of words such as "may," "will," "could," "should" and "would," 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 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 products. We produce corrugated packaging products that protect and promote goods, and enable worldwide commerce, and pulp for diapers, tissue and other personal care products that promote health and wellness. Headquartered in Memphis, Tenn., we employ approximately 38,000 colleagues globally. We serve customers worldwide, with manufacturing operations in North America, Latin America, North Africa and Europe. Net sales for 2021 were $19.4 billion. Additional information can be found by visiting internationalpaper.com.

SOURCE International Paper