International Paper Announces Price Determination with Respect to Tender Offer for Outstanding Notes, an Increase in the Tender Cap to up to $1.0 Billion and Extension of Early Tender Deadline

MEMPHIS, Tenn., May 28, 2015 /PRNewswire/ -- International Paper Company (NYSE: IP) announced today the U.S. Treasury reference security yield to maturity for its previously announced cash tender offer (the "Tender Offer") for up to $750 million combined aggregate principal amount, which the Company has increased by $250 million to up to $1.0 billion combined aggregate principal amount (the "Tender Cap") of its outstanding 7.500% Notes due 2021 (the "7.500% Notes"), 7.950% Notes due 2018 (the "7.950% Notes"), 9.375% Notes due 2019 (the "9.375% Notes") and 4.750% Notes due 2022 (the "4.750% Notes") and the outstanding 6.625% Notes due 2018 of Temple-Inland, Inc., a wholly-owned subsidiary of the company, which notes are guaranteed by the company (the "6.625% Notes" and, together with the 7.500% Notes, the 7.950% Notes, the 9.375% Notes and the 4.750% Notes, the "Notes"). 

International Paper also announced today the extension of the previously announced deadline to receive the applicable total consideration (the "Early Tender Deadline") from 5:00 p.m., New York City time, on May 28, 2015 to 11:59 p.m., New York City time, on June 11, 2015, unless further extended (the "Expiration Time").  Holders of Notes that are validly tendered and not validly withdrawn at or before the Expiration Time and accepted for purchase will receive the applicable total consideration for such Notes described in the table below. 

The previously announced expiration of withdrawal rights for the Tender Offer of 5:00 p.m., New York City time, on May 28, 2015, will not be extended; therefore, previously tendered Notes may not be withdrawn after such time and any Notes tendered after such time will not have withdrawal rights.

As of 2:00 p.m., New York City time, on May 28, 2015, the reference security yield to maturity, based on the bid-side price of the U.S. Treasury reference security listed in the table below, was as follows:

The reference security yield to maturity will be used to determine the consideration paid for the Notes that are accepted for purchase in the Tender Offer.

Based on the terms of the Tender Offer, International Paper determined the tender yield and total consideration per $1,000 principal amount of the Notes as follows:

The Tender Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, dated May 14, 2015 (as may be amended or supplemented from time to time, the "Offer to Purchase").  The condition that International Paper has obtained proceeds from a public offering of senior debt securities in an amount not less than the Tender Cap prior to the Early Tender Deadline has been satisfied.

International Paper has retained J.P. Morgan Securities LLC, BofA Merrill Lynch, Credit Agricole Securities (USA) Inc. and BNP Paribas Securities Corp. to serve as dealer managers for the Tender Offer and has retained Global Bondholder Services Corporation to serve as depositary and information agent for the Tender Offer.

Requests for documents relating to the Tender Offer may be directed to Global Bondholder Services Corporation by telephone at (866) 470-4200 or (212) 430-3774 or in writing at 65 Broadway, Suite 404, New York, New York 10006.  Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at (toll-free) (800) 834-4666 or (collect) (212) 834-4811, BofA Merrill Lynch at (toll-free) (888) 292-0070 or (collect) (980) 387-3907 or Credit Agricole Securities (USA) Inc. at (toll-free) (866) 807-6030 or (collect) (212) 261-7802.

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 Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed made on behalf of International Paper Company by the dealer-managers or one or more registered brokers or dealers under the laws of such jurisdiction.

None of International Paper, 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 Tender Offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

About International Paper

International Paper (NYSE: IP) is a global leader in packaging and paper with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include industrial and consumer packaging along with uncoated papers and pulp. Headquartered in Memphis, Tenn., the company employs approximately 58,000 people and is strategically located in more than 24 countries serving customers worldwide. International Paper net sales for 2014 were $24 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

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 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.

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SOURCE International Paper Company

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