International Paper Announces Early Tender Results with Respect to Tender Offer for 9.375% Notes due 2019 and 7.950% Notes due 2018 PR Newswire MEMPHIS, Tenn., June 16, 2014 MEMPHIS, Tenn., June 16, 2014 /PRNewswire/ --International Paper Company (NYSE: IP) announced today the early tender results as of 5:00 p.m. on June 16, 2014 (the "Early Tender Deadline") for its previously announced cash tender offer (subject to increase, the "Tender Offer") for up to $1 billion combined aggregate principal amount (the "Tender Cap") of its outstanding 9.375% Notes due 2019 (the "9.375% Notes") and 7.950% Notes due 2018 (the "7.950% Notes" and, together with the 9.375% Notes, the "Notes"). As set forth in the table below, as of the Early Tender Deadline, International Paper received tenders for (i) $434,027,000 aggregate principal amount of the 9.375% Notes and (ii) $522,982,000 aggregate principal amount of the 7.950% Notes. All Notes that have been validly tendered at or prior to the Early Tender Deadline and are accepted in the Tender Offer will be purchased, retired and cancelled by International Paper on the early settlement date, which is expected to occur on June 18, 2014 (the "Early Settlement Date"). Principal Amount Percent of Title of Principal Amount Tendered as of Outstanding Acceptance Security CUSIP Outstanding the Early Tender Principal Priority Deadline Amount Level Tendered^(1) 9.375% Notes due 460146CD3 $858,918,000 $434,027,000 50.53% 1 2019 7.950% Notes due 460146CA9 $1,428,923,000 $522,982,000 36.60% 2 2018 (1) Rounded to the nearest one tenth of one percent. Holders who validly tendered and did not withdraw their Notes on or prior to the Early Tender Deadline, and whose Notes are accepted for purchase pursuant to the Tender Offer, will be entitled to receive the total consideration (the "Total Consideration"). The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of notes (the "Early Tender Premium"). The Notes tendered pursuant to the Tender Offer may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the company). The Tender Offer will expire at 11:59 p.m., New York City time, on July 1, 2014, unless extended (the "Expiration Time"). Holders who have not already tendered their Notes may continue to do so at any time prior to the Expiration Time, but to the extent such Notes are validly tendered and accepted for purchase such Holders will be entitled to receive only the tender offer consideration, which is equal to the Total Consideration, less the Early Tender Premium. The amounts of each series of Notes that are purchased on the Final Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated June 3, 2014 (the "Offer to Purchase"). The Tender Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. International Paper has retained Citigroup Global Markets Inc., Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. and UBS Securities LLC to serve as dealer managers for the tender offer and has retained Global Bondholder Services Corporation to serve as depositary and information agent for the tender offer. Requests for documents relating to the tender offer may be directed to Global Bondholder Services Corporation by telephone at (866) 470-3700 or (212) 430-3774 or in writing at 65 Broadway, Suite 404, New York, New York 10006. Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106 or Deutsche Bank Securities Inc. at (toll-free) (866) 627-0391 or (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 tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of International Paper Company by Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., UBS Securities LLC or one or more registered brokers or dealers under the laws of such jurisdiction. None of International Paper, 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 tender offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender. 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. Forward-Looking and Cautionary Statements This press release may contain "forward-looking statements." Such forward-looking statements may include, without limitation, statements about the company's market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as "may," "will," "could," "should," "would," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "continue" 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 principal amount of Notes tendered and satisfaction of the conditions of the tender offers 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. SOURCE International Paper Company Contact: Media: Thomas J. Ryan, 901-419-4333; Investors: Jay Royalty, 901-419-1731 and Michele Vargas, 901-419-7287
International Paper Announces Early Tender Results with Respect to Tender Offer for 9.375% Notes due 2019 and 7.950% Notes due
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