MEMPHIS, Tenn., May 11 /PRNewswire-FirstCall/ - International Paper (NYSE: IP) has commenced a cash tender offer to purchase any and all of the series of its outstanding bonds described below. The terms and conditions of the tender offer are described in International Paper's offer to purchase dated May 11, 2009 (the "Offer to Purchase"). The aggregate principal amount outstanding of the bonds subject to the tender offer is $1,068,465,000 (excluding accrued interest, fees and expenses) as of May 1, 2009. International Paper expects to purchase the bonds utilizing the net cash proceeds from its recent issuance of 9.375% Notes due 2019 as well as other available cash resources.

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The Tender Offer

International Paper's offer is for any and all of the outstanding bonds identified in the following table. The tender offer will expire at 5 p.m., Eastern Time, on May 19, 2009, unless extended. Holders of bonds subject to the tender offer must validly tender and not validly withdraw their bonds on or before this date in order to receive the applicable purchase price for bonds accepted for purchase pursuant to the offer. The applicable purchase price for each $1,000 in principal amount of bonds tendered and accepted for payment pursuant to the tender offer is set forth in the following table. In addition to the applicable purchase price, accrued and unpaid interest up to, but not including, the settlement date, will be paid in cash on all validly tendered bonds accepted for purchase in the tender offer. The settlement date for the tender offer will be the first business day following the expiration date and currently is expected to be May 20, 2009. Holders of bonds subject to the tender offer who validly tender their bonds on or before the expiration date may validly withdraw their tendered bonds at any time on or before the expiration date.

        Title of Security           Principal Amount        Purchase Price (1)
           CUSIP No.                  Outstanding
        -----------------           ----------------
    4.00% Notes due 2010             $414,350,000               $1,010.00
    CUSIP No. 460146BY8

    9.25% Debentures due 2011         $44,333,000               $1,050.00
    CUSIP No. 905530AH4

    6.75% Notes due 2011             $195,425,000               $1,040.00
    CUSIP No. 460146BN2

    8.875% Debentures due 2012        $16,469,000               $1,060.00
    CUSIP No. 313693AF0

    5.85% Notes due 2012             $249,088,000               $1,020.00
    CUSIP No. 460146BQ5

    5.125% Notes due 2012            $148,800,000                 $985.00
    CUSIP No. 460146AD5

    (1) Per $1,000 principal amount of bonds accepted for purchase.

Citigroup Global Markets Inc. and UBS Securities LLC are the lead dealer managers of the tender offer, and Banc of America Securities LLC, BNP Paribas Securities Corp, J.P. Morgan Securities Inc. and RBS Securities Inc. are serving as co-dealer managers for the tender offer. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent. Persons with questions regarding the tender offer should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106 or UBS Securities LLC at (toll-free) (888) 719-4210 or (collect) (203) 719-4210. Requests for copies of the Offer to Purchase, related letter of transmittal and other related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 or (toll-free) (866) 470-3900.

None of International Paper, its board of directors, the information agent, the dealer managers or the trustees for the bonds, makes any recommendation as to whether holders of the bonds should tender or refrain from tendering bonds. This press release is neither an offer to purchase nor a solicitation of an offer to sell the bonds or any other securities. The offer is made only by the Offer to Purchase and the accompanying letter of transmittal.

About International Paper

International Paper (NYSE: IP) is a global paper and packaging company with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include uncoated papers and industrial and consumer packaging, complemented by xpedx, the company's North American distribution company. Headquartered in Memphis, Tenn., the company employs more than 61,500 people in more than 20 countries and serves customers worldwide. 2008 net sales were approximately $25 billion. For more information about International Paper, its products and stewardship efforts, visit www.internationalpaper.com.

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 notes tendered; and satisfaction of the conditions of the 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.

SOURCE International Paper

CONTACT:
Media:
Kathleen Bark , +1-901-419-4333
or
Investors:
Thomas A. Cleves, +1-901-419-7566
and
Emily Nix , +1-901-419-4987

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