International Paper Company Board of Directors Declares Spin-Off Distribution of Sylvamo Corporation Common Stock

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Sep 14, 2021, 16:15 ET

MEMPHIS, Tenn., Sept. 14, 2021 /PRNewswire/ -- International Paper Company (NYSE:IP) today announced that, in connection with its previously announced separation and spin-off of its global papers business, International Paper's board of directors declared a pro rata distribution of approximately 80.1% of the outstanding shares of Sylvamo Corporation (NYSE: SLVM) common stock to be made effective at 12:01 a.m. New York City time on October 1, 2021 to International Paper's shareholders of record as of 5:00 p.m. New York City time on September 15, 2021, the previously-announced record date for the distribution. Each International Paper shareholder will receive one (1) share of Sylvamo common stock for every eleven (11) shares of International Paper common stock held on the record date. Following the distribution, International Paper will own approximately 19.9% of the outstanding shares of Sylvamo common stock.

International Paper shareholders will not receive fractional shares of Sylvamo common stock. Instead, fractional shares of Sylvamo 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 Sylvamo common stock.

Sylvamo common stock began trading on a "when-issued" basis on the NYSE under the symbol "SLVM WI" on September 14, 2021. On October 1, 2021, "regular way" trading under the symbol "SLVM" is expected to begin. The CUSIP number for the Sylvamo common stock will be 871332 102 when regular way trading begins.

International Paper has been advised by the NYSE that from September 14, 2021 through September 30, 2021, 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 September 30, 2021 and thereafter. Any holders of shares of International Paper common stock who sell International Paper shares regular way on or before September 30, 2021 will also be selling their right to receive shares of Sylvamo common stock. Additionally, holders of shares of International Paper common stock who sell in the "ex-distribution" market on or before September 30, 2021 (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 Sylvamo common stock in the spin-off distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Sylvamo common stock on or before the distribution date.

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

The receipt of Sylvamo 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 Sylvamo 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.

A registration statement on Form 10 relating to the Sylvamo common stock has been declared effective by the Securities and Exchange Commission ("SEC"). The spin-off distribution is subject to the satisfaction or waiver of a number of conditions described in the Form 10, including receipt by International Paper of the special payment from Sylvamo. International Paper also reserves the right to withdraw and cancel the spin-off if, at any time prior to the distribution date, the board of directors of International Paper determines, in its sole discretion, that the spin-off is not in the best interest of International Paper or its shareholders, or that market conditions are such that it is not advisable to consummate the spin-off. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.

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.

Forward-Looking and Cautionary Statements

Certain statements in this press release that are not historical in nature may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects", "anticipates", "believes", "estimates" and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and reflect management's current views 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) our ability to successfully separate Sylvamo and realize the anticipated benefits of the spin-off transaction; (ii) the ability to satisfy any necessary conditions to consummate the spin-off transaction within the estimated timeframes or at all; (iii) Sylvamo's entry into the financing arrangements and incurrence of at least $1.5 billion aggregate principal amount of new indebtedness pursuant thereto and (iv) the final terms and conditions of any spin-off transaction, including the amount of any special payment by Sylvamo to us and the terms of any ongoing commercial agreements and arrangements between us and Sylvamo following any such transaction, the costs of any such transaction, the nature and amount of indebtedness incurred by Sylvamo, diversion of management's attention and the impact on relationships with customers, suppliers, employees and other business counterparties, and the impact of any such transaction on the businesses of International Paper and Sylvamo and the relationship between the two companies following any such transaction. These and other factors that could cause or contribute to actual results differing materially from such forward-looking statements can be found in our press releases and SEC filings. In addition, other risks and uncertainties not presently known to the International Paper or that we currently believe to be immaterial could affect the accuracy of any forward-looking statements. International Paper undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE International Paper