MEMPHIS,
Tenn., Sept. 26, 2022 /PRNewswire/
-- International Paper Company (NYSE: IP) (the "Company")
announced today the early tender results as of 5:00 p.m., New York
City time, on September 23,
2022 (the "Early Tender Deadline") for its previously
announced cash tender offer (the "Offer") for up to $400 million combined aggregate principal amount,
which the Company has increased by $97.658
million to 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").
The Company further announced today that it has increased the
Aggregate Maximum Amount of Notes to be purchased in the Offer from
$400,000,000 to $497,658,000. Except as described in this press
release, all other terms of the Offer as described in the Company's
Offer to Purchase, dated September 12,
2022 (the "Offer to Purchase") remain unchanged.
$1,241,573,000 in aggregate
principal amount of the Notes listed in the table below were
validly tendered and not validly withdrawn as of the Early Tender
Deadline. The aggregate principal amount of each series of Notes
that were validly tendered and not validly withdrawn as of the
Early Tender Deadline is set forth in the table below.
Title of
Security
|
CUSIP
|
Acceptance
Priority
Level
|
Principal
Amount
Outstanding
|
Principal Amount
Tendered as of the
Early Tender
Deadline(1)
|
Principal
Amount Expected
to be Accepted(2)
|
8.700% Notes due
2038
|
460146CC5
|
1
|
$264,591,000
|
$178,393,000
|
$178,393,000
|
7.75% Notes due 2025
(3)
|
158525AQ8
|
2
|
$31,429,000
|
$9,735,000
|
$9,735,000
|
7.35% Notes due 2025
(3)
|
158525AR6
|
3
|
$43,832,000
|
$5,100,000
|
$5,100,000
|
7.30% Notes due
2039
|
460146CF8
|
4
|
$722,481,000
|
$269,378,000
|
$269,378,000
|
7.20% Notes due 2026
(3)
|
158525AT2
|
5
|
$57,938,000
|
$15,000
|
$15,000
|
7.15% Notes due 2027
(3)
|
158525AV7
|
6
|
$7,494,000
|
$172,000
|
$172,000
|
6 7/8% Notes due
2023
|
460146AP8
|
7
|
$94,188,000
|
$7,190,000
|
$7,190,000
|
6 7/8% Notes due
2029
|
460146BD4
|
8
|
$37,119,000
|
$27,323,000
|
$27,323,000
|
6.65% Notes due 2037
(3)
|
158525AU9
|
9
|
$3,555,000
|
$257,000
|
$257,000
|
6.40% Notes due 2026
(3)
|
158525AS4
|
10
|
$5,360,000
|
$95,000
|
$95,000
|
6.00% Notes due
2041
|
460146CH4
|
11
|
$585,000,000
|
$193,140,000
|
$0
|
5.150% Notes due
2046
|
460146CN1
|
12
|
$449,264,000
|
$56,453,000
|
$0
|
5.000% Notes due
2035
|
460146CM3
|
13
|
$406,703,000
|
$79,626,000
|
$0
|
4.80% Notes due
2044
|
460146CK7
|
14
|
$686,478,000
|
$200,028,000
|
$0
|
4.400% Notes due
2047
|
460146CQ4
|
15
|
$647,145,000
|
$89,437,000
|
$0
|
4.350% Notes due
2048
|
460146CS0
|
16
|
$740,131,000
|
$125,231,000
|
$0
|
|
|
(1)
|
As reported by Global
Bondholder Services Corporation, the depositary and information
agent for the Offer.
|
(2)
|
Expected to be accepted
for purchase, and paid for, on September 27, 2022.
|
(3)
|
Originally issued by
Champion International Corporation and assumed by the Company in
connection with its acquisition of Champion International
Corporation on May 12, 2000.
|
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 amounts of each series of Notes that are purchased on the
Early Settlement Date will be determined in accordance with the
acceptance priority levels and the proration procedures described
in the Company's Offer to Purchase. Because the aggregate
principal amount of Notes validly tendered and not validly
withdrawn at or before the Early Tender Deadline exceeds the
Aggregate Maximum Amount, (i) all of the Notes with Acceptance
Priority Levels 1 through 10 validly tendered and not validly
withdrawn will be accepted for purchase and settled on the Early
Settlement Date and (ii) none of the Notes with Acceptance Priority
Levels 11 through 16 validly tendered will be accepted in the
Offer. In addition, because the aggregate principal amounts of
Notes validly tendered and not validly withdrawn at or before the
Early Tender Deadline exceeded the Aggregate Maximum Amount, no
more Notes will be accepted in the Offer, regardless of Acceptance
Priority Level.
Holders who validly tendered and did not withdraw their Notes on
or before the Early Tender Deadline, and whose Notes are accepted
for purchase pursuant to the Offer, will be entitled to receive the
Total Consideration. The "Total Consideration" for each
$1,000 principal amount of Notes so
tendered and accepted for purchase will be determined in the
manner described in the Offer to Purchase by reference to
the applicable fixed spread specified in the Offer to Purchase for
Notes of the applicable series over the yield based on the bid-side
price of the applicable Reference U.S. Treasury Security for such
series of Notes specified Offer to Purchase, as calculated by
Deutsche Bank Securities Inc. at 10:00
a.m., New York City time,
on September 26, 2022, unless
extended. The Total Consideration includes an early tender
premium of $30.00 per $1,000 principal amount of Notes. 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.
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 will expire at 11:59
p.m., New York City time,
on October 7, 2022. However, because
the aggregate principal amount of Notes validly tendered and not
validly withdrawn exceeded the Aggregate Maximum Amount, no more
Notes will be accepted, regardless of Acceptance Priority
Level.
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.
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