International Paper Announces Cash Tender Offer For Up to $1.0 Billion Combined Aggregate Principal Amount of its Outstanding 9.375% Notes due 2019 and 7.950% Notes due 2018

MEMPHIS, Tenn., June 3, 2014 /PRNewswire/ -- International Paper Company (NYSE: IP) announced today that it has commenced a cash tender offer for up to $1.0 billion combined aggregate principal amount (subject to increase, 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").  The terms and conditions of the tender offer are described in International Paper's offer to purchase dated June 3, 2014 (the "Offer to Purchase") and related Letter of Transmittal.

In the tender offer, the company is offering to purchase, under the terms and subject to the conditions set forth in the Offer to Purchase, its 9.375% Notes and 7.950% Notes as summarized in the table below:

Title of Security

CUSIP

Principal Amount Outstanding

Acceptance
Priority
Level

Reference
U.S.
Treasury
Security

Bloomberg
Reference
Page

Fixed Spread (basis points)

Early Tender
Premium(1)

9.375% Notes due 2019

460146CD3

$858,918,000

1

1.5% due May 31, 2019

FIT1

65 bps

$30









7.950% Notes due 2018

460146CA9

$1,428,923,000

2

1.5% due May 31, 2019

FIT1

30 bps

$30









(1) Per $1,000 principal amount of Notes accepted for purchase. Upon the terms and subject to the conditions set forth in the Offer to Purchase, an early tender premium (the "Early Tender Premium") will be paid to holders of Notes who tender, and do not validly withdraw, their Notes at or before 5:00 p.m., New York City time, on June 16, 2014, unless extended (the "Early Tender Deadline").

Tendered Notes will be accepted in the order of the acceptance priority levels set forth in the table above, and based on whether the Notes are tendered at or before the Early Tender Deadline or after the Early Tender Deadline, as described in the Offer to Purchase.  Under certain circumstances, the company will accept tendered Notes of one or more of the series on a pro rata basis as further described in the Offer to Purchase.  The company reserves the right, but is not obligated, to increase the Tender Cap by up to $250 million.

Notes will be accepted for purchase in the following order on the Early Settlement Date (as defined below):  first, all 9.375% Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline; and, second, 7.950% Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline. If the Offer is fully subscribed as of the Early Tender Deadline, Notes that are validly tendered after the Early Tender Deadline will not be accepted for purchase.  If the Offer is not fully subscribed as of the Early Tender Deadline, additional Notes will be accepted for purchase in the following order on the Final Settlement Date (as defined below): first, 9.375% Notes validly tendered and not validly withdrawn after the Early Tender Deadline and prior to the Expiration Time; and, second, 7.950% Notes validly tendered and not validly withdrawn after the Early Tender Deadline and prior to the Expiration Time.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on July 1, 2014, unless extended (the "Expiration Time").  Holders of Notes that are validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted for purchase will receive the applicable Total Consideration for such Notes.  The date of payment for such Notes is referred to as the "Early Settlement Date."  Holders of Notes that are validly tendered after the Early Tender Deadline and at or before the Expiration Time and accepted for purchase will receive the applicable Tender Consideration for such Notes, which equals the Total Consideration for Notes of such series minus the applicable Early Tender Premium (the "Tender Consideration").  The date of payment for such Notes is referred to as the "Final Settlement Date."  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 or the Final Settlement Date, as applicable. The Early Settlement Date is expected to be June 18, 2014 and the Final Settlement Date is expected to be on July 3, 2014.

The "Total Consideration" for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified in the table above for each series of the Notes over the yield based on the bid side price of the U.S. Treasury Security specified in the table above, as calculated by the dealer managers for the tender offer at 2:00 p.m., New York City time, on June 17, 2014. 

Notes tendered may be validly withdrawn at any time at or before the withdrawal deadline, which is 5:00 p.m., New York City time, on June 16, 2014 (the "Withdrawal Deadline"), but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the company). Notes tendered after the Withdrawal Deadline may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the company).

The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including a condition that International Paper has obtained proceeds from the concurrent public offering of senior debt securities in an amount not less than $1.0 billion on or before the Early Settlement Date.

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.

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 following: the 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.

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.

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SOURCE International Paper Company




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