MEMPHIS,
Tenn., Sept. 26, 2022 /PRNewswire/ --
International Paper Company (NYSE: IP) (the "Company") announced
today the pricing terms for its previously announced cash tender
offer (the "Offer") for 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").
Holders of Notes that were validly tendered and not validly
withdrawn at or before 5:00 p.m.,
New York City time, on
September 23, 2022 (the "Early Tender
Deadline") and whose Notes are accepted for purchase by the Company
will receive the applicable Total Consideration.
The "Total Consideration" for each $1,000 principal amount of Notes so tendered and
accepted for purchase was determined by the Lead Dealer
Manager in the manner described in the Company's Offer to
Purchase, dated September 12, 2022
(the "Offer to Purchase"), by reference to the applicable
fixed spread specified in the table below for Notes of the
applicable series over the yield (the "Reference Yield") based on
the bid-side price of the applicable Reference U.S. Treasury
Security for such series of Notes specified in the table below at
10:00 a.m., New York City time, on September 26, 2022. The applicable Reference
Yield and Total Consideration for each series of Notes are set
forth in the table below. Holders whose Notes are accepted for
purchase pursuant to the Offer will also receive accrued and unpaid
interest on such Notes from the last interest payment date for such
Notes to, but excluding, the applicable settlement date for the
Offer.
|
|
|
|
Acceptance
Priority
|
|
Reference U.S.
Treasury
Security
|
|
Reference
Yield
|
|
Fixed
Spread
(basis points)
|
|
Early
Tender
Premium
|
|
Total
Consideration (1)
|
Title of
Security
|
|
CUSIP
|
|
Level
|
|
|
|
|
|
|
|
|
|
|
8.700% Notes due
2038
|
|
460146CC5
|
|
1
|
|
3.375% due August 15,
2042
|
|
3.960 %
|
|
205 bps
|
|
$30
|
|
$1,270.95
|
7.75% Notes due 2025
(2)
|
|
158525AQ8
|
|
2
|
|
3.125% due August 15,
2025
|
|
4.282 %
|
|
95 bps
|
|
$30
|
|
$1,067.48
|
7.35% Notes due 2025
(2)
|
|
158525AR6
|
|
3
|
|
3.125% due August 15,
2025
|
|
4.282 %
|
|
95 bps
|
|
$30
|
|
$1,059.72
|
7.30% Notes due
2039
|
|
460146CF8
|
|
4
|
|
3.375% due August 15,
2042
|
|
3.960 %
|
|
205 bps
|
|
$30
|
|
$1,136.71
|
7.20% Notes due 2026
(2)
|
|
158525AT2
|
|
5
|
|
3.125% due August 31,
2027
|
|
4.037 %
|
|
117 bps
|
|
$30
|
|
$1,072.57
|
7.15% Notes due 2027
(2)
|
|
158525AV7
|
|
6
|
|
3.125% due August 31,
2027
|
|
4.037 %
|
|
123 bps
|
|
$30
|
|
$1,084.81
|
6 7/8% Notes due
2023
|
|
460146AP8
|
|
7
|
|
3.250% due August 31,
2024
|
|
4.217 %
|
|
90 bps
|
|
$30
|
|
$1,018.42
|
6 7/8% Notes due
2029
|
|
460146BD4
|
|
8
|
|
2.750% due August 15,
2032
|
|
3.773 %
|
|
147 bps
|
|
$30
|
|
$1,089.45
|
6.65% Notes due 2037
(2)
|
|
158525AU9
|
|
9
|
|
2.750% due August 15,
2032
|
|
3.773 %
|
|
187 bps
|
|
$30
|
|
$1,101.82
|
6.40% Notes due 2026
(2)
|
|
158525AS4
|
|
10
|
|
3.125% due August 15,
2025
|
|
4.282 %
|
|
97 bps
|
|
$30
|
|
$1,035.09
|
6.00% Notes due 2041
(3)
|
|
460146CH4
|
|
11
|
|
3.375% due August 15,
2042
|
|
3.960 %
|
|
195 bps
|
|
$30
|
|
$1,010.00
|
5.150% Notes due 2046
(3)
|
|
460146CN1
|
|
12
|
|
2.875% due May 15,
2052
|
|
3.676 %
|
|
185 bps
|
|
$30
|
|
$950.65
|
5.000% Notes due 2035
(3)
|
|
460146CM3
|
|
13
|
|
2.750% due August 15,
2032
|
|
3.773 %
|
|
160 bps
|
|
$30
|
|
$965.47
|
4.80% Notes due 2044
(3)
|
|
460146CK7
|
|
14
|
|
3.375% due August 15,
2042
|
|
3.960 %
|
|
175 bps
|
|
$30
|
|
$887.47
|
4.400% Notes due 2047
(3)
|
|
460146CQ4
|
|
15
|
|
2.875% due May 15,
2052
|
|
3.676 %
|
|
178 bps
|
|
$30
|
|
$857.11
|
4.350% Notes due 2048
(3)
|
|
460146CS0
|
|
16
|
|
2.875% due May 15,
2052
|
|
3.676 %
|
|
173 bps
|
|
$30
|
|
$853.72
|
(1)
|
Payable for each $1,000
principal amount of applicable Notes validly tendered at or prior
to the Early Tender Deadline and accepted for purchase by us and
includes the Early Tender Premium. Holders that tender after the
Early Tender Deadline, but at or prior to the Expiration Time will
not receive the Early Tender Premium. In addition, holders whose
Notes are accepted will also receive interest on such Notes accrued
to the applicable settlement date.
|
(2)
|
Originally issued by
Champion International Corporation and assumed by the Company in
connection with its acquisition of Champion Internal Corporation on
May 12, 2000.
|
(3)
|
The applicable Total
Consideration for this series of Notes will be calculated taking
into account the par call date (rather than the maturity date) for
such series.
|
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 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 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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SOURCE International Paper