International Paper Announces Cash Tender Offer For Up to $750 Million Combined Aggregate Principal Amount of its Outstanding 7.500% Notes due 2021, 7.950% Notes due 2018, 9.375% Notes due 2019 and 4.750% Notes due 2022 and Temple-Inland, Inc.'s Outstanding 6.625% Notes due 2018

MEMPHIS, Tenn., May 14, 2015 /PRNewswire/ -- International Paper Company (NYSE: IP) announced today that it has commenced a cash tender offer (the "Tender Offer") for up to $750 million combined aggregate principal amount (subject to increase, the "Tender Cap") of its outstanding 7.500% Notes due 2021 (the "7.500% Notes"), 7.950% Notes due 2018 (the "7.950% Notes"), 9.375% Notes due 2019 (the "9.375% Notes") and 4.750% Notes due 2022 (the "4.750% Notes") and the outstanding 6.625% Notes due 2018 of Temple-Inland, Inc., a wholly-owned subsidiary of the company, which notes are guaranteed by the company (the "6.625% Notes" and, together with the 7.500% Notes, the 7.950% Notes, the 9.375% Notes and the 4.750% Notes, the "Notes").  The terms and conditions of the Tender Offer are described in International Paper's offer to purchase dated May 14, 2015 (as may be amended or supplemented from time to time, 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 7.500% Notes, 7.950% Notes, 9.375% Notes and 4.750% Notes and Temple-Inland, Inc.'s 6.625% Notes as summarized in the table below:

Tendered Notes will be accepted in the order of the acceptance priority levels set forth in the table above, 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 $100 million.

Notes will be accepted for purchase in the following order on the Settlement Date (as defined below): first, 7.500% Notes validly tendered and not validly withdrawn at or before the Expiration Time (as defined below); second, 7.950% Notes validly tendered and not validly withdrawn at or before the Expiration Time; third, 6.625% Notes validly tendered and not validly withdrawn at or before the Expiration Time; fourth, 9.375% Notes validly tendered and not validly withdrawn at or before the Expiration Time; and, fifth, 4.750% Notes validly tendered and not validly withdrawn at or before the Expiration Time.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 11, 2015, 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.  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 all Notes accepted for purchase is referred to as the "Settlement Date."  Holders whose Notes are accepted for purchase pursuant to the Tender 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 Settlement Date. The Settlement Date is expected to be June 12, 2015.

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 the date of the Early Tender Deadline. 

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 May 28, 2015 (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 the Tender Cap prior to the Early Tender Deadline.

International Paper has retained J.P. Morgan Securities LLC, BOFA, Merrill Lynch, Credit Agricole Securities (USA) Inc. and BNP Paribas Securities Corp. 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) 470-4200 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 J.P. Morgan Securities LLC at (toll-free) (800) 834-4666 or (collect) (212) 834-4811, BOFA, Merrill Lynch at (toll-free) (888) 292-0070 or (collect) (980) 387-3907, Credit Agricole Securities (USA) Inc. at (toll-free) (866) 807-6030 or (collect) (212) 261-7802.

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 J.P. Morgan Securities LLC, BOFA, Merrill Lynch, Credit Agricole Securities (USA) Inc. and BNP Paribas Securities Corp. 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 Offer 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 along with uncoated papers and pulp. Headquartered in Memphis, Tenn., the company employs approximately 58,000 people and is strategically located in more than 24 countries serving customers worldwide. International Paper net sales for 2014 were $24 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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