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International Paper Announces Price Determination with Respect to Any and All Tender Offer for its Outstanding 3.000% Notes due 2027

Press release from the issuing company

Memphis, Tenn. – International Paper Company (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Holders of 3.000% Notes that have been validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on September 14, 2020 (the "Any and All Expiration Time"), and whose 3.000% Notes are accepted for purchase will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.

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 Tenders of 3.000% Notes may be properly withdrawn at any time at or prior to the Any and All Expiration Time, but not thereafter, except where additional withdrawal rights are required by law.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 [email protected] 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.

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