International Paper Announces the Record Date and Distribution Date in Connection with the Spin-off of its xpedx Distribution Business

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Jun 10, 2014, 04:01 ET

MEMPHIS, Tenn., June 10, 2014 /PRNewswire/ -- International Paper (NYSE:IP) today announced the timing and additional details regarding the spinoff of its distribution solutions business, xpedx. As previously announced, immediately following the spinoff of the xpedx business to International Paper shareholders, UWW Holdings, Inc., the parent company of Unisource Worldwide, Inc. will merge with and into the xpedx business to form a new, publicly-traded company, Veritiv Corporation ("Veritiv"), to be listed on the New York Stock Exchange ("NYSE"). Immediately after the spinoff and the merger, Veritiv will own and operate the combined distribution solutions businesses of xpedx and Unisource.

The International Paper board of directors has declared a pro rata distribution to International Paper shareholders of 8,160,000 shares of Veritiv common stock, representing all the shares of common stock of Veritiv outstanding prior to the merger. The distribution is subject to the satisfaction or waiver of certain conditions. Each holder of shares of International Paper common stock outstanding as of 5:00 p.m. New York City time on June 20, 2014, the record date set by International Paper's board of directors, will be entitled to receive a number of shares of Veritiv common stock on the distribution date, July 1, 2014. Based on the number of International Paper shares currently outstanding, the distribution ratio is expected to be approximately 0.0188 shares of Veritiv common stock for each share of International Paper common stock. International Paper will announce the definitive distribution ratio promptly after the record date.

International Paper shareholders will not receive fractional shares of Veritiv common stock. Instead, fractional shares of Veritiv common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the International Paper shareholders who would otherwise receive a fractional share of Veritiv common stock.

Veritiv common stock is expected to begin trading on a "when-issued" basis on the NYSE under the symbol "VRTV WI" beginning on June 18, 2014. On July 2, 2014, "regular way" trading under the symbol "VRTV" is expected to begin. The CUSIP number for the Veritiv common stock will be 923454 102 when regular way trading begins.

International Paper has been advised by the NYSE that from June 18, 2014 through the distribution date, there will be two markets for International Paper common stock: a "regular way" market and an "ex-distribution" market. Shares of International Paper common stock will continue to trade "regular way" on the NYSE under the symbol "IP" through the distribution date of July 1, 2014 and thereafter. Any holders of shares of International Paper common stock who sell International Paper shares regular way on or before July 1, 2014 will also be selling their right to receive shares of Veritiv common stock. Additionally, holders of shares of International Paper common stock who sell in the "ex-distribution" market on or before July 1, 2014 (which will trade under the symbol "IP WI" on the NYSE), will be selling only his or her shares of International Paper common stock and will be retaining his or her right to receive shares of Veritiv common stock in the spinoff distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Veritiv common stock on or before the distribution date.

No action or payment is required by International Paper shareholders to receive the shares of Veritiv common stock in the spinoff distribution. Shareholders who hold International Paper common stock on the record date will receive a book-entry account statement reflecting their ownership of Veritiv common stock or their brokerage account will be credited with the Veritiv shares.

The receipt of Veritiv common stock in the distribution will be tax-free to International Paper stockholders for U.S. federal income tax purposes, except for the gain or loss attributable to cash received in lieu of fractional shares of Veritiv common stock. International Paper shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the spin-off.

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 and uncoated papers, complemented by xpedx, the company's North American distribution company. Headquartered in Memphis, Tenn., the company employs approximately 70,000 people and is strategically located in more than 24 countries serving customers worldwide. International Paper net sales for 2013 were $29 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

Certain statements in this press release regarding the spinoff transaction may be considered "forward-looking statements," such as statements relating to expectations for the new company and whether and when the spinoff transaction will close. These statements may also be identified by words such as "intend," "expect," "anticipate," "will," "implied," "designed," "assume" and similar expressions. These statements reflect the current views of International Paper's management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to: (i) the successful fulfillment or waiver of all closing conditions without unexpected delays or conditions; (ii) the successful closing of the spinoff transaction within the expected timeframe; (iii) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation costs, competition the companies face, cyclicality and changes in consumer preferences, demand and pricing for the companies' products; (iv) global economic conditions and political changes; and (v) other factors that can be found in International Paper's press releases and filings with the Securities and Exchange Commission and Veritiv's filing with the Securities and Exchange Commission. International Paper undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. When available, a prospectus related to these securities can be obtained by contacting International Paper at: International Paper Company, Attn: Investor Relations, 6400 Poplar Ave., Memphis, TN 38197, Tel: (901) 419-4352, or by accessing the Securities and Exchange Commission's website at www.sec.gov.

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SOURCE International Paper