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International Paper Announces Early Results of Cash Tender Offer for up to $500 Million Combined Aggregate Principal Amount of its Outstanding Notes

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 November 10, 2021 (the "Early Tender Deadline") for its previously announced cash tender offer (the "Offer") for up to $500 million combined aggregate principal amount (the "Aggregate Maximum Amount") of its outstanding 5.000% Notes due 2035 (the "5.000% Notes"), 5.150% Notes due 2046 (the "5.150% Notes"), 4.80% Notes due 2044 (the "4.80% Notes"), 6.00% Notes due 2041 (the "6.00% Notes"), 4.400% Notes due 2047 (the "4.400% Notes") and the 4.350% Notes due 2048 (the "4.350% Notes," and, together with the 5.000% Notes, the 5.150% Notes, the 4.80% Notes, the 6.00% Notes and the 4.400% Notes, the "Notes").

The aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline is set forth in the table below.

Title of Security

 

CUSIP

 

Principal
Amount
Outstanding

 

Principal Amount
Tendered as of the
Early Tender
Deadline(1)

 

Acceptance
Priority
Level

5.000% Notes due 2035

 

460146 CM3

 

$600,000,000

 

$193,297,000

 

1

5.150% Notes due 2046

 

460146 CN1

 

$694,500,000

 

$245,236,000

 

2

4.80% Notes due 2044

 

460146 CK7

 

$747,945,000

 

$238,079,000

 

3

6.00% Notes due 2041

 

460146 CH4

 

$585,000,000

 

$167,909,000

 

4

4.400% Notes due 2047

 

460146 CQ4

 

$648,174,000

 

$29,470,000

 

5

4.350% Notes due 2048

 

460146 CS0

 

$744,052,000

 

$86,802,000

 

6

(1) As reported by Global Bondholder Services Corporation, the depositary and information agent for the Offer.

Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Offer will be purchased, retired and cancelled by the Company on the early settlement date,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 November 15, 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 Company's Offer to Purchase, dated October 28, 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" for each $1,000 principal amount of Notes so tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the Offer to Purchase for Notes of the applicable series over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security for such series of Notes specified Offer to Purchase, as calculated by BBVA Securities Inc. and Citigroup Global Markets Inc. at 10:00 a.m., New York City time, on November 12, 2021, unless extended. The Total Consideration includes an early tender premium of $50.00 per $1,000 principal amount of Notes. 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.

The withdrawal rights for the Offer expired at 5:00 p.m., New York City time, on November 10, 2021; therefore, previously tendered Notes may no longer be withdrawn.

The Offer will expire at 11:59 p.m., New York City time, on November 26, 2021. However, 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 BBVA Securities Inc. and Citigroup Global Markets Inc. to serve as Lead Dealer Managers 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 BBVA Securities Inc. at 1345 Avenue of the Americas, 44th Floor, New York, New York 10105, Attn: Liability Management, Toll-free: (800) 422-8692, email: [email protected] or Citigroup Global Markets Inc. at 388 Greenwich Street, Trading 4th Floor, New York, New York 10013, Attn: Liability Mgt. Group, Toll-free: (800) 558-3745, Collect: (212) 723-6106.

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.

 
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