International Paper Announces Early Tender Results with Respect to Tender
Offer for 9.375% Notes due 2019 and 7.950% Notes due 2018
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
Principal Amount Percent of
Title of Principal Amount Tendered as of Outstanding Acceptance
Security CUSIP Outstanding the Early Tender Principal Priority
Deadline Amount Level
Notes due 460146CD3 $858,918,000 $434,027,000 50.53% 1
Notes due 460146CA9 $1,428,923,000 $522,982,000 36.60% 2
(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
The Notes tendered pursuant to the Tender Offer may no longer be withdrawn,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
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)
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
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
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