MEMPHIS, Tenn., Sept. 14, 2020 /PRNewswire/ -- International
Paper Company (NYSE: IP) (the "Company") announced today certain
pricing terms for its previously announced cash tender offer (the
"Any and All Tender Offer") for any and all of its outstanding
3.000% Notes due 2027 (the "3.000% Notes").
Holders of 3.000% Notes that have been validly tendered and not
validly withdrawn at or before 5:00
p.m., New York City time,
on September 14, 2020 (the "Any and
All Expiration Time"), and whose 3.000% Notes are accepted for
purchase will receive the Total Consideration (as defined in the
Offer to Purchase), which is based on the Reference Yield plus the
Fixed Spread as set forth in the table below, for such 3.000%
Notes. The Reference Yield was determined by the Lead Dealer
Managers, based on the bid-side price of the Reference U.S.
Treasury Security as of 10:00 a.m.,
New York City time, on
September 14, 2020. Holders
whose 3.000% Notes are accepted for purchase pursuant to the Any
and All Tender Offer will also receive accrued and unpaid interest
on such 3.000% Notes from the last interest payment date for such
3.000% Notes to, but excluding, the settlement date for the Any and
All Tender Offer (the "Any and All Settlement Date"), which is
currently expected to be September 16,
2020.
Title of
Security
|
CUSIP
|
Reference U.S.
Treasury Security
|
Reference
Yield
|
Fixed
Spread
|
Total
Consideration(1)
|
3.000% Notes due
2027
|
460146 CP6
|
0.625% due August 15,
2030
|
0.662%
|
40 bps
|
$1,115.33
|
|
|
(1)
|
Payable for each
$1,000 principal amount of 3.000% Notes validly tendered at or
prior to the Any and All Expiration Time and accepted
for purchase by us. In addition, holders whose 3.000%
Notes are accepted will also receive interest on such
3.000% Notes accrued to the Any and All Settlement
Date.
|
Holders intending to utilize the Notice of Guaranteed Delivery
available for tendering 3.000% Notes in the Any and All Tender
Offer should refer to the discussion of the guaranteed
delivery procedures contained in the Offer to Purchase, dated
September 8, 2020 (the "Offer to
Purchase"). The settlement date for 3.000% Notes validly tendered
pursuant to the guaranteed delivery procedures, if any,
and accepted by us is expected to be September 17, 2020. For the avoidance of
doubt, interest will cease to accrue on the Any and All
Settlement Date for all 3.000% Notes accepted in the Any and All
Tender Offer, including those tendered by the guaranteed
delivery procedures.
The Any and All Tender Offer is scheduled to expire at the
Any and All Expiration Time. Tenders of 3.000% Notes may be
properly withdrawn at any time at or prior to the Any and All
Expiration Time, but not thereafter, except where additional
withdrawal rights are required by law.
The Any and All Tender Offer is subject to the satisfaction or
waiver of certain conditions set forth in the Offer to
Purchase.
The Company has retained BNP Paribas Securities Corp. and Credit
Agricole Securities (USA) Inc. to
serve as Lead Dealer Managers for the Any and All Tender
Offer. The Company has also retained Global Bondholder
Services Corporation to serve as depositary and information agent
for the Any and All Tender Offer.
Requests for documents relating to the Any and All Tender Offer
may be directed to Global Bondholder Services Corporation by
telephone at (866) 794-2200 or (212) 430-3774, in writing at 65
Broadway, Suite 404, New York, New
York 10006 or online at https://www.gbsc-usa.com/ip/.
Questions regarding the Any and All Tender Offer may be directed to
BNP Paribas Securities Corp. at (888) 210-4358 (toll-free), (212)
841-3059 (collect), or dl.us.liability.management@us.bnpparibas.com
or Credit Agricole Securities (USA) Inc. at (866) 807-6030 (toll-free) or
(212) 261-7802 (collect).
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 Any and All Tender Offer to
be made by a licensed broker or dealer, the Any and All Tender
Offer will be deemed made on behalf of the Company by one of the
dealer managers or one or more registered brokers or dealers under
the laws of such jurisdiction.
None of the Company, its board of directors, the depositary, the
information agent, any of the dealer managers or the trustee for
the 3.000% Notes is making any recommendation as to whether holders
should tender 3.000% Notes in response to the Any and All Tender
Offer. Holders must make their own decisions as to whether to
tender 3.000% Notes, and, if so, the principal amount of 3.000%
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 3.000% Notes tendered and satisfaction of
the conditions of the Any and All 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 leading global producer of
renewable fiber-based packaging, pulp and paper products with
manufacturing operations in North
America, Latin America,
Europe, North Africa and Russia. We produce corrugated packaging
products that protect and promote goods, and enable world-wide
commerce; pulp for diapers, tissue and other personal hygiene
products that promote health and wellness; and papers that
facilitate education and communication. We are headquartered in
Memphis, Tenn., employ more than
50,000 colleagues and serve more than 25,000 customers in 150
countries. Net sales for 2019 were $22
billion. For more information about International Paper, our
products and global citizenship efforts, please visit
internationalpaper.com.
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SOURCE International Paper