MEMPHIS, Tenn., Aug. 3 /PRNewswire-FirstCall/ -- International Paper
(NYSE: IP) has commenced cash tender offers to purchase a portion of its
outstanding bonds as described below. The terms and conditions of the tender
offers are described in International Paper's offer to purchase dated Aug. 3,
2009 (the "Offer to Purchase") and related Letter of Transmittal.
International Paper expects to purchase the bonds utilizing the net cash
proceeds from its previously announced offering of unsecured senior debt
securities as well as other available cash resources.
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The Tender Offers
Upon the terms and subject to the conditions described in the Offer to
Purchase, the Letter of Transmittal and any amendments or supplements to the
foregoing, International Paper is offering to purchase for cash (1) any and
all of its 7.40% Notes due 2014 (the "7.40% Notes") and (2) up to
$1,000,000,000 in aggregate principal amount, less any principal amount of the
7.40% Notes accepted (the "Maximum Tender Amount"), of its 7.20% Notes Due
2026 (the "7.20% Notes") and its 5.50% Notes Due 2014 (the "5.50% Notes).
International Paper refers to its offer to purchase the 7.40% Notes as the
"Any and All Tender Offer" and to its offer to purchase the 7.20% Notes and
5.50% Notes as the "Maximum Tender Offer." International Paper refers to both
offers, collectively, as the "Tender Offers."
The Any and All Tender Offer for the 7.40% Notes will expire at 5 p.m.,
ET, on Aug. 11, 2009 (the "Any and All Expiration Date"), and the Maximum
Tender Offer for the 7.20% Notes and 5.50% Notes will expire at 5 p.m., ET, on
Aug. 31, 2009 (the "Maximum Tender Expiration Date"), in each case unless
extended or earlier terminated.
Dollars per $1,000 Principal
Amount of Securities
----------------------------
Principal Tender
Title of CUSIP Amount Offer Early Total Acceptance
Security Number Out- Consid- Tender Consid- Priority
standing eration Premium eration Level
--------- ------ -------- ------- ------- ------- ----------
Any and
All
Tender
Offer
7.40%
Notes
due
2014 460146CB7 $1,000,000,000 $1,100.00 N/A N/A N/A
Maximum
Tender
Offer
7.20%
Notes
due
2026* 158525AT2 $160,350,000 $1,050.00 $30.00 $1,080.00 1
5.50%
Notes
due
2014 460146BX0 $107,750,000 $1,000.00 $30.00 $1,030.00 2
* At any time beginning on September 1, 2011 and ending on October 1,
2011, holders of the 7.20% Notes may elect to have the Company repurchase
such holder's 7.20% Notes on November 1, 2011 at a price equal to 100% of
the principal amount of the 7.20% Notes being repurchased, plus accrued
and unpaid interest to November 1, 2011.
International Paper's obligation to accept for payment and to pay for the
7.40% Notes, the 7.20% Notes or the 5.50% Notes (collectively, the
"Securities") in any of the Tender Offers is subject to the satisfaction or
waiver of a number of conditions, including the completion by International
Paper of one or more public offerings of not less than $500.0 million in
aggregate principal amount of unsecured senior debt securities that closes no
later than the 5 p.m., ET, on Aug. 11, 2009 (or any other date to which
International Paper extends the Any and All Expiration Date).
The consideration for each $1,000 principal amount of each series of
Securities validly tendered and accepted for purchase pursuant to the Tender
Offers will be the applicable consideration for such series of Securities set
forth in the table above (with respect to each series, the "Tender Offer
Consideration"). Holders of the 7.40% Notes that are validly tendered at or
prior to the Any and All Expiration Date and are accepted for purchase will
receive the applicable Tender Offer Consideration. Holders of 7.20% Notes and
5.50% Notes that are validly tendered at or prior to Aug. 14, 2009 (the "Early
Tender Date") and accepted for purchase will receive the Tender Offer
Consideration for such series, plus the applicable early tender premium set
forth in the table above (the "Early Tender Premium" and, together with the
Tender Offer Consideration, the "Total Consideration"). Holders of 7.20% Notes
and 5.50% Notes tendered after the Early Tender Date but before the Maximum
Tender Expiration Date and accepted for purchase will receive the applicable
Tender Offer Consideration, but not the Early Tender Premium.
Payments for Securities purchased will include accrued and unpaid interest
from and including the last interest payment date applicable to the relevant
series of Securities up to, but not including, the applicable settlement date.
The settlement dates are expected to be one business day following the
expiration date of the applicable Tender Offers.
The amount of 7.20% Notes and 5.50% Notes that are purchased in the
Maximum Tender Offer will be determined in accordance with the priorities
identified in the column "Acceptance Priority Level" as set forth in the table
above. If the aggregate principal amount of 7.20% Notes that are validly
tendered exceeds the Maximum Tender Amount, International Paper will accept
for payment only such portion of the 7.20% Notes that does not result in an
aggregate principal amount purchased that is above the Maximum Tender Amount.
As a result, assuming any 7.40% Notes are accepted, all tendered 7.40% Notes
will be accepted for purchase before any tendered 7.20% Notes and 5.50% Notes
are accepted. After accepting the 7.40% Notes, if a portion of the Maximum
Tender Amount remains and is sufficient to allow us to accept some, but not
all of the validly tendered 7.20% Notes, the amount of 7.20% Notes purchased
will be prorated based on the aggregate principal amount of 7.20% Notes
validly tendered in the Maximum Tender Offer, rounded down to the nearest
integral multiple of $1,000. After accepting the 7.40% Notes and 7.20% Notes,
if a portion of the Maximum Tender Amount remains and is sufficient to allow
International Paper to accept some, but not all of the validly tendered 5.50%
Notes, the amount of 5.50% Notes purchased will be prorated based on the
aggregate principal amount of 5.50% Notes validly tendered in the Maximum
Tender Offer, rounded down to the nearest integral multiple of $1,000.
Tenders of the Securities may be withdrawn at any time at or prior to 5
p.m., ET, on Aug. 11, 2009, but may not be withdrawn thereafter.
Citi, Deutsche Bank Securities Inc. and RBS Securities Inc. are the dealer
managers of the Tender Offers. Global Bondholder Services Corporation has been
retained to serve as the depositary and information agent. Persons with
questions regarding the Tender Offers should contact Citi at (toll-free) (800)
558-3745 or (collect) (212) 723-6106, Deutsche Bank Securities Inc. at
(toll-free) (866) 627-0391 or (collect) (212) 250-2955 or RBS Securities Inc.
at (toll-free) (877) 297-9832 or (collect) (203) 897-6145. 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 dealer managers,
the depositary and information agent or the trustees for the Securities, makes
any recommendation as to whether holders of the Securities should tender or
refrain from tendering Securities. This press release is neither an offer to
purchase nor a solicitation of an offer to sell the Securities or any other
securities. The Tender Offers are 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 58,000 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 offers 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
Emily Nix
, +1-901-419-4987
all of International
Paper
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/Web Site: http://www.internationalpaper.com /