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International Paper Announces Early Tender Results of Cash Tender Offer for Certain of its Outstanding Notes for an Aggregate Purchase Price of up to $700 million

Press release from the issuing company

Memphis, Tenn. – International Paper Company (the "Company") announced today the early tender results as of 5:00 p.m., New York City time, on June 18, 2021 (the "Early Tender Deadline") for its previously announced cash tender offer (the "Offer") for up to $700 million aggregate purchase price (excluding Accrued Interest (as defined below) and excluding fees and expenses related to the Offer) (the "Aggregate Maximum Amount") of its outstanding 4.400% Notes due 2047 (the "4.400% Notes"), 4.350% Notes due 2048 (the "4.350% Notes"), 4.80% Notes due 2044 (the "4.80% Notes") and 5.000% Notes due 2035 (the "5.000% Notes" and, together with the 4.400% Notes, the 4.350% Notes and the 4.80% Notes, the "Notes").

Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Offer will be purchased, retired and cancelled by the Company on the early settlement date, which is expected to occur on June 22, 2021 (the "Early Settlement Date"). The amounts of each series of Notes that are purchased on the Early Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated June 7, 2021 (the "Offer to Purchase").

Holders who validly tendered and did not withdraw their Notes on or before the Early Tender Deadline, and whose Notes are accepted for purchase pursuant to the Offer, will be entitled to receive the total consideration (the "Total Consideration"). The Total Consideration will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for the Notes of the applicable series over the yield based on the bid-side price of the applicable U.S. Treasury Security for such series of Notes, as calculated by Deutsche Bank Securities Inc., the Lead Dealer Manager, at 10:00 a.m., New York City time, on June 21, 2021, unless extended. The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes (the "Early Tender Premium"). 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 ("Accrued Interest").

The Notes tendered pursuant to the Offer may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The Company also announced that the date and time that the Offer will expire (the "Expiration Time") has been extended from 11:59 p.m., New York City time, on July 2, 2021 to 11:59 p.m., New York City time, on July 6, 2021, and that the date and time of payment for Notes that are validly tendered after the Early Tender Deadline and prior to the Expiration Time and are accepted for purchase, if any, has been extended from July 7, 2021 to July 8, 2021.

Because the aggregate purchase price of Notes validly tendered and not validly withdrawn will exceed the Aggregate Maximum Amount, no more Notes will be accepted, regardless of Acceptance Priority Level.

The Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase.

The Company has retained Deutsche Bank Securities Inc. to serve as Lead Dealer Manager for the Offer. The Company has also retained Global Bondholder Services Corporation to serve as depositary and information agent for the Offer.

Requests for documents relating to the Offer may be directed to Global Bondholder Services Corporation by telephone at (866) 807-2200 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 Offer may be directed to Deutsche Bank Securities Inc. at 60 Wall Street, 2nd Floor, New York, New York 10005, Attn: Liability Management Group, Toll-free: (855) 287-1922, Collect: (212) 250-7527.

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 Offer to be made by a licensed broker or dealer, the 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 Notes is making any recommendation as to whether holders should tender Notes in response to the Offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.