Current Report Filing (8-k)
June 10 2019 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2019
International Paper Company
(Exact name of registrant as specified in its charter)
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New York
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1-3157
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13-0872805
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6400 Poplar Avenue, Memphis, Tennessee 38197
(Address of Principal Executive Offices, and
Zip-Code)
Registrants telephone number, including area code: (901)
419-7000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $1 per share par value
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IP
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
On June 10, 2019, International Paper Company (the Company) entered into a supplemental indenture (the Supplemental Indenture) to the
indenture, dated as of April 12, 1999, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as trustee (together with the Supplemental
Indenture, the Indenture). Pursuant to the Indenture, the Company issued and sold $200,000,000 aggregate principal amount of 3.550% Notes due 2029 (the Notes). The Notes bear interest at the rate of 3.550% per year and will
mature on June 15, 2029. The Notes were sold pursuant to an effective shelf registration statement (the Registration Statement) on Form
S-3,
File
No. 333-223170,
which became effective upon filing with the Securities and Exchange Commission on February 23, 2018. The closing of the sale of the Notes occurred on June 10, 2019. The Supplemental
Indenture with respect to the Notes (including the form of Notes) is filed as Exhibit 4.1 hereto and is incorporated by reference herein.
In connection
with the issuance and sale of the Notes, the Company entered into an underwriting agreement (the Underwriting Agreement), dated May 30, 2019, by and between the Company and J.P. Morgan Securities LLC, as underwriter. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 hereto.
A copy of the opinion of Debevoise & Plimpton LLP, relating to the validity of the
Notes, is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
The exhibits to this Current Report on Form
8-K
are hereby incorporated by reference into the Registration Statement.
(d) Exhibits.
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Exhibit Number
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Description
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Exhibit 1.1
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Underwriting Agreement, dated May 30, 2019, by and between the Company and J.P. Morgan Securities LLC, as underwriter.
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Exhibit 4.1
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Supplemental Indenture (including the form of Notes), dated as of June 10, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
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Exhibit 5.1
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Opinion of Debevoise & Plimpton LLP.
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Exhibit 23.1
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Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INTERNATIONAL PAPER COMPANY
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By:
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/s/ Errol A. Harris
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Name: Errol A. Harris
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Title: Vice President and Treasurer
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Date: June 10, 2019
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