International Paper Announces Completion of xpedx Spinoff and Merger with
Combined Company, Veritiv Corporation, Trades on NYSE
MEMPHIS, Tenn., July 1, 2014
MEMPHIS, Tenn., July 1, 2014 /PRNewswire/ --International Paper (NYSE: IP)
today announced the completion of the previously announced spinoff of its
distribution solutions business, xpedx, and xpedx's merger with Unisource,
with the combined companies now operating as Veritiv Corporation ("Veritiv").
International Paper logo
The spinoff was accomplished by the contribution of the xpedx business to
Veritiv and the distribution of 8,160,000 shares of Veritiv common stock on a
pro-rata basis to International Paper shareholders. In exchange for such
contribution, International Paper today received a special payment of $400
million, subject to certain adjustments, financed with new debt in Veritiv's
capital structure. Immediately following the distribution, UWW Holdings,
Inc., the parent company of Unisource Worldwide, Inc., merged with and into
Veritiv, with the parent company of UWW Holdings, Inc. receiving 7,840,000
unregistered shares of Veritiv common stock (equal to approximately 49% of the
total resulting outstanding shares of Veritiv common stock) as merger
consideration. Veritiv is expected to begin "regular way" trading on the New
York Stock Exchange tomorrow under the symbol VRTV, CUSIP number 923454 102.
"The completion of this transaction and creation of Veritiv provide excellent
value for International Paper shareholders, as this new independent public
company emerges with opportunities to be stronger and more competitive than
either of the merged companies alone," said International Paper Chairman and
CEO John Faraci.
The definitive distribution ratio increased slightly due to certain
repurchases by IP of its common stock after the record date. Shares of
International Paper common stock outstanding as of 5:00 p.m. (EDT) on the June
20, 2014 record date for the distribution (other than shares repurchased by
IP) received0.019118445 shares of Veritiv common stock for each share of
International Paper common stock. International Paper shareholders did not
receive fractional shares of Veritiv common stock. Instead, fractional shares
of Veritiv common stock will be aggregated and sold in the open market, with
the net proceeds to be distributed pro rata in cash payments to the
International Paper shareholders who would otherwise receive a fractional
share of Veritiv common stock.
The receipt of Veritiv common stock in the distribution is tax-free to
International Paper shareholders for U.S. federal income tax purposes, except
for the gain or loss attributable to cash received in lieu of fractional
shares of Veritiv common stock. International Paper shareholders are urged to
consult with their tax advisors with respect to the U.S. state and local or
foreign tax consequences, as applicable, of the spin-off.
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. Headquartered in Memphis, Tenn., the company employs
approximately 65,000 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.
Certain statements in this press release regarding the spinoff transaction may
be considered "forward-looking statements," such as statements relating to
expectations for the new company. These statements may also be identified by
words such as "intend," "expect," "anticipate," "will," "implied," "designed,"
"assume" and similar expressions.These statements reflect the current views
of International Paper's management and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied in these statements. Factors which could cause actual results to
differ include but are not limited to: (i) industry conditions, including but
not limited to changes in the cost or availability of raw materials, energy
and transportation costs, competition the companies face, cyclicality and
changes in consumer preferences, demand and pricing for the companies'
products; (ii) global economic conditions and political changes; and (iii)
other factors that can be found in International Paper's press releases and
filings with the Securities and Exchange Commission and Veritiv's filing with
the Securities and Exchange Commission. International Paper undertakes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
A registration statement relating to Veritiv common stock has been filed with
the Securities and Exchange Commission. This release does not constitute an
offer to sell or the solicitation of an offer to buy any securities and shall
not constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale would be unlawful. A prospectus related to
these securities can be obtained by contacting International Paper at
International Paper Company, Attn: Investor Relations, 6400 Poplar Ave.,
Memphis, TN 38197, Tel: (901) 419-4352, or by accessing the Securities and
Exchange Commission's website at www.sec.gov.
Logo - http://photos.prnewswire.com/prnh/20020701/IPLOGO
SOURCE International Paper
Contact: Media: Thomas J. Ryan, 901-419-4333; Investors: Jay Royalty,
901-419-1731; Michele Vargas, 901-419-7287. For Veritiv: Neil Russell, Senior
Vice President, Corporate Affairs, Veritiv Corporation, 513-965-2790.
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