MEMPHIS,
Tenn., Sept. 12, 2022 /PRNewswire/
-- International Paper Company (NYSE: IP) (the "Company")
announced today that it has commenced a cash tender offer (the
"Offer") for up to $400 million
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"). The terms and conditions of the
Offer are described in the Company's offer to purchase dated
September 12, 2022 (as may be amended
or supplemented from time to time, the "Offer to Purchase").
In the Offer, the Company is offering to purchase, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, its 8.700% Notes, 7.75% Notes, 7.35% Notes, 7.20% Notes,
7.30% Notes, 7.15% Notes, 6 7/8% 2023 Notes, 6 7/8% 2029 Notes,
6.65% Notes, 6.40% Notes, 6.00% Notes, 5.150% Notes, 5.000% Notes,
4.80% Notes, 4.400% Notes and 4.350% Notes as summarized in the
table below, which sets forth certain information regarding the
Notes and the Offer:
|
|
Principal
Amount
|
Acceptance
Priority
|
Reference
U.S.
Treasury
|
Bloomberg
Reference
|
Fixed
Spread
|
Early
Tender
Premium
|
Title of
Security
|
CUSIP
Nos.
|
Outstanding
|
Level
|
Security
|
Page
|
(basis
points)
|
(per
$1,000)(1)
|
8.700% Notes due
2038
|
460146CC5
|
$264,591,000
|
1
|
3.375% due August 15,
2042
|
PX1
|
205 bps
|
$30
|
7.75% Notes due 2025
(2)
|
158525AQ8
|
$31,429,000
|
2
|
3.125% due August 15,
2025
|
PX1
|
95 bps
|
$30
|
7.35% Notes due 2025
(2)
|
158525AR6
|
$43,832,000
|
3
|
3.125% due August 15,
2025
|
PX1
|
95 bps
|
$30
|
7.30% Notes due
2039
|
460146CF8
|
$722,481,000
|
4
|
3.375% due August 15,
2042
|
PX1
|
205 bps
|
$30
|
7.20% Notes due 2026
(2)
|
158525AT2
|
$57,938,000
|
5
|
3.125% due August 31,
2027
|
PX1
|
117 bps
|
$30
|
7.15% Notes due 2027
(2)
|
158525AV7
|
$7,494,000
|
6
|
3.125% due August 31,
2027
|
PX1
|
123 bps
|
$30
|
6 7/8% Notes due
2023
|
460146AP8
|
$94,188,000
|
7
|
3.250% due August 31,
2024
|
PX1
|
90 bps
|
$30
|
6 7/8% Notes due
2029
|
460146BD4
|
$37,119,000
|
8
|
2.750% due August 15,
2032
|
PX1
|
147 bps
|
$30
|
6.65% Notes due 2037
(2)
|
158525AU9
|
$3,555,000
|
9
|
2.750% due August 15,
2032
|
PX1
|
187 bps
|
$30
|
6.40% Notes due 2026
(2)
|
158525AS4
|
$5,360,000
|
10
|
3.125% due August 15,
2025
|
PX1
|
97 bps
|
$30
|
6.00% Notes due 2041
(3)
|
460146CH4
|
$585,000,000
|
11
|
3.375% due August 15,
2042
|
PX1
|
195 bps
|
$30
|
5.150% Notes due 2046
(3)
|
460146CN1
|
$449,264,000
|
12
|
2.875% due May 15,
2052
|
PX1
|
185 bps
|
$30
|
5.000% Notes due 2035
(3)
|
460146CM3
|
$406,703,000
|
13
|
2.750% due August 15,
2032
|
PX1
|
160 bps
|
$30
|
4.80% Notes due 2044
(3)
|
460146CK7
|
$686,478,000
|
14
|
3.375% due August 15,
2042
|
PX1
|
175 bps
|
$30
|
4.400% Notes due 2047
(3)
|
460146CQ4
|
$647,145,000
|
15
|
2.875% due May 15,
2052
|
PX1
|
178 bps
|
$30
|
4.350% Notes due 2048
(3)
|
460146CS0
|
$740,131,000
|
16
|
2.875% due May 15,
2052
|
PX1
|
173 bps
|
$30
|
(1)
|
Upon the terms and
subject to the conditions set forth in the Offer to Purchase, an
early tender premium (the "Early Tender Premium") will be paid to
holders of Notes who validly tender, and do not validly withdraw,
their Notes at or before the Early Tender Deadline (as defined
below).
|
(2)
|
Originally issued by
Champion International Corporation and assumed by the Company in
connection with its acquisition of Champion International
Corporation on May 12, 2000.
|
(3)
|
The applicable Total
Consideration (as defined below) for this series of Notes will be
calculated taking into account the par call date (rather than the
maturity date) for such series. An overview of the calculation of
the Total Consideration (including the applicable par call date) is
set forth in the Offer to Purchase.
|
The aggregate principal amount of Notes purchased in the Offer
will not exceed the Aggregate Maximum Amount. Tendered Notes
will be accepted in the order of the acceptance priority level for
such series (in numerical priority order) as set forth in the table
above, with 1 being the highest acceptance priority level, and
based on whether the Notes are tendered at or before the Early
Tender Deadline or after the Early Tender Deadline, as described in
the Offer to Purchase. Notwithstanding the acceptance
priority level, if any Notes are purchased in the Offer, Notes
tendered at or prior to the Early Tender Deadline will be accepted
for purchase in priority to Notes tendered after the Early Tender
Deadline and at or prior to the Expiration Time (as defined
below). Accordingly, if the Aggregate Maximum Amount is
reached in respect of tenders made at or prior to the Early Tender
Deadline, no Notes tendered after the Early Tender Deadline
(regardless of acceptance priority level) will be accepted for
purchase, unless we increase the Aggregate Maximum Amount. Under
certain circumstances, Notes accepted for purchase in the Offer may
be subject to proration, so that the aggregate principal amount of
Notes accepted for purchase in the Offer will not exceed the
Aggregate Maximum Amount.
The Offer will expire at 11:59
p.m., New York City time,
on October 7, 2022 unless extended
(such date and time, as the same may be extended, the "Expiration
Time") or earlier terminated. Holders of Notes must validly
tender and not validly withdraw their Notes at or before
5:00 p.m., New York City time, on September 23, 2022, unless extended (such date
and time, as the same may be extended, the "Early Tender Deadline")
to be eligible to receive the Total Consideration for the
applicable series of Notes. Any Notes tendered before the
Early Tender Deadline may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on September 23, 2022, unless extended (such date
and time, as the same may be extended, the "Withdrawal
Deadline").
Holders of Notes that are validly tendered and not validly
withdrawn at or before the Early Tender Deadline, and that are
accepted for purchase will receive the applicable Total
Consideration for such Notes, subject to the terms and conditions
set forth in the Offer to Purchase. Holders of Notes that are
validly tendered after the Early Tender Deadline and at or before
the Expiration Time and accepted for purchase will receive the
applicable Tender Consideration for such Notes, which equals the
Total Consideration for Notes of such series minus the applicable
Early Tender Premium for the applicable series, subject to the
terms and conditions set forth in the Offer to Purchase (the
"Tender Consideration").
The date of payment for Notes validly tendered at or before the
Early Tender Deadline and accepted for purchase is referred to as
the "Early Settlement Date." The date of payment for Notes validly
tendered after the Early Tender Deadline and at or before the
Expiration Time and accepted for purchase is referred to as the
"Final Settlement Date." The Early Settlement Date is expected to
be September 27, 2022 and the Final
Settlement Date is expected to be October
12, 2022. The Early Settlement Date and the Final Settlement
Date are each referred to as a "Settlement Date." Holders whose
Notes are accepted for purchase pursuant to the Offer will also
receive accrued and unpaid interest on their purchased Notes from
the last interest payment date for such Notes to, but excluding,
the Early Settlement Date or the Final Settlement Date, as
applicable.
The "Total Consideration" for each $1,000 principal amount of Notes tendered and
accepted for payment pursuant to the Offer will be determined in
the manner described in the Offer to Purchase by reference to the
applicable Fixed Spread specified in the table above for a series
of the Notes over the yield based on the bid-side price of the
applicable Reference U.S. Treasury Security specified in the table
above, as calculated by Deutsche Bank Securities Inc. at
10:00 a.m., New York City time, on September 26, 2022, unless extended (the "Price
Determination Time").
Notes tendered may be validly withdrawn at any time at or before
the Withdrawal Deadline, but not thereafter, except in certain
limited circumstances where additional withdrawal rights are
required by law (as determined by the Company). Notes
tendered after the Withdrawal Deadline may not be withdrawn except
in certain limited circumstances where additional withdrawal rights
are required by law (as determined by the Company).
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 related to the expected timing, terms and 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 such differences include, but are not limited to, the
following: 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 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/international-paper-announces-cash-tender-offer-for-up-to-400-million-combined-aggregate-principal-amount-of-its-outstanding-notes-301622075.html
SOURCE International Paper