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Management Side
International Paper Announces Cash Tender Offer For up to $400 Million Combined Aggregate Principal Amount of its Outstanding Notes

MEMPHIS, Tenn. (News release) -- International Paper Company ( NYSE: IP) (the "Company") announced that it has commenced a cash tender offer (the "Offer") for up to $400 million aggregate principal amount (the "Aggregate Maximum Amount") of its outstanding 8.700% Notes due 2038 (the "8.700% Notes"), 7.75% Notes due 2025 (the "7.75% Notes"), 7.35% Notes due 2025 (the "7.35% Notes"), 7.30% Notes due 2039 (the "7.30% Notes"), 7.20% Notes due 2026 (the "7.20% Notes"), 7.15% Notes due 2027 (the "7.15% Notes"), 6 7/8% Notes due 2023 (the "6 7/8% 2023 Notes"), 6 7/8% Notes due 2029 (the "6 7/8% 2029 Notes"), 6.65% Notes due 2037 (the "6.65% Notes"), 6.40% Notes due 2026 (the "6.40% Notes"), 6.00% Notes due 2041 (the "6.00% Notes"), 5.150% Notes due 2046 (the "5.150% Notes"), 5.000% Notes due 2035 (the "5.000% Notes"), 4.80% Notes due 2044 (the "4.80% Notes"), 4.400% Notes due 2047 (the "4.400% Notes") and 4.350% Notes due 2048 (the "4.350% Notes" and, together with the 8.700% Notes, the 7.75% Notes, the 7.35% Notes, the 7.30% Notes, the 7.20% Notes, the 7.15% Notes, the 6 7/8% 2023 Notes, the 6 7/8% 2029 Notes, the 6.65% Notes, the 6.40% Notes, the 6.00% Notes, the 5.150% Notes, the 5.000% Notes, the 4.80% Notes and the 4.400% Notes, the "Notes"). The terms and conditions of the Offer are described in the Company's offer to purchase dated September 12, 2022 (as may be amended or supplemented from time to time, the "Offer to Purchase").

In the Offer, the Company is offering to purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase, its 8.700% Notes, 7.75% Notes, 7.35% Notes, 7.20% Notes, 7.30% Notes, 7.15% Notes, 6 7/8% 2023 Notes, 6 7/8% 2029 Notes, 6.65% Notes, 6.40% Notes, 6.00% Notes, 5.150% Notes, 5.000% Notes, 4.80% Notes, 4.400% Notes and 4.350% Notes as summarized in the table below, which sets forth certain information regarding the Notes and the Offer:

Principal

Amount

Acceptance

Priority

Reference U.S.

Treasury

Bloomberg

Reference

Fixed Spread

Early

Tender

Premium

Title of Security

CUSIP Nos.

Outstanding

Level

Security

Page

(basis points)

(per $1,000)(1)

8.700% Notes due 2038

460146CC5

$264,591,000

1

3.375% due August 15, 2042

PX1

205 bps

$30

7.75% Notes due 2025 (2)

158525AQ8

$31,429,000

2

3.125% due August 15, 2025

PX1

95 bps

$30

7.35% Notes due 2025 (2)

158525AR6

$43,832,000

3

3.125% due August 15, 2025

PX1

95 bps

$30

7.30% Notes due 2039

460146CF8

$722,481,000

4

3.375% due August 15, 2042

PX1

205 bps

$30

7.20% Notes due 2026 (2)

158525AT2

$57,938,000

5

3.125% due August 31, 2027

PX1

117 bps

$30

7.15% Notes due 2027 (2)

158525AV7

$7,494,000

6

3.125% due August 31, 2027

PX1

123 bps

$30

6 7/8% Notes due 2023

460146AP8

$94,188,000

7

3.250% due August 31, 2024

PX1

90 bps

$30

6 7/8% Notes due 2029

460146BD4

$37,119,000

8

2.750% due August 15, 2032

PX1

147 bps

$30

6.65% Notes due 2037 (2)

158525AU9

$3,555,000

9

2.750% due August 15, 2032

PX1

187 bps

$30

6.40% Notes due 2026 (2)

158525AS4

$5,360,000

10

3.125% due August 15, 2025

PX1

97 bps

$30

6.00% Notes due 2041 (3)

460146CH4

$585,000,000

11

3.375% due August 15, 2042

PX1

195 bps

$30

5.150% Notes due 2046 (3)

460146CN1

$449,264,000

12

2.875% due May 15, 2052

PX1

185 bps

$30

5.000% Notes due 2035 (3)

460146CM3

$406,703,000

13

2.750% due August 15, 2032

PX1

160 bps

$30

4.80% Notes due 2044 (3)

460146CK7

$686,478,000

14

3.375% due August 15, 2042

PX1

175 bps

$30

4.400% Notes due 2047 (3)

460146CQ4

$647,145,000

15

2.875% due May 15, 2052

PX1

178 bps

$30

4.350% Notes due 2048 (3)

460146CS0

$740,131,000

16

2.875% due May 15, 2052

PX1

173 bps

$30

(1)

Upon the terms and subject to the conditions set forth in the Offer to Purchase, an early tender premium (the "Early Tender Premium") will be paid to holders of Notes who validly tender, and do not validly withdraw, their Notes at or before the Early Tender Deadline (as defined below).

(2)

Originally issued by Champion International Corporation and assumed by the Company in connection with its acquisition of Champion International Corporation on May 12, 2000.

(3)

The applicable Total Consideration (as defined below) for this series of Notes will be calculated taking into account the par call date (rather than the maturity date) for such series. An overview of the calculation of the Total Consideration (including the applicable par call date) is set forth in the Offer to Purchase.

The aggregate principal amount of Notes purchased in the Offer will not exceed the Aggregate Maximum Amount. Tendered Notes will be accepted in the order of the acceptance priority level for such series (in numerical priority order) as set forth in the table above, with 1 being the highest acceptance priority level, and based on whether the Notes are tendered at or before the Early Tender Deadline or after the Early Tender Deadline, as described in the Offer to Purchase. Notwithstanding the acceptance priority level, if any Notes are purchased in the Offer, Notes tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline and at or prior to the Expiration Time (as defined below). Accordingly, if the Aggregate Maximum Amount is reached in respect of tenders made at or prior to the Early Tender Deadline, no Notes tendered after the Early Tender Deadline (regardless of acceptance priority level) will be accepted for purchase, unless we increase the Aggregate Maximum Amount. Under certain circumstances, Notes accepted for purchase in the Offer may be subject to proration, so that the aggregate principal amount of Notes accepted for purchase in the Offer will not exceed the Aggregate Maximum Amount.

The Offer will expire at 11:59 p.m., New York City time, on October 7, 2022 unless extended (such date and time, as the same may be extended, the "Expiration Time") or earlier terminated. Holders of Notes must validly tender and not validly withdraw their Notes at or before 5:00 p.m., New York City time, on September 23, 2022, unless extended (such date and time, as the same may be extended, the "Early Tender Deadline") to be eligible to receive the Total Consideration for the applicable series of Notes. Any Notes tendered before the Early Tender Deadline may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 23, 2022, unless extended (such date and time, as the same may be extended, the "Withdrawal Deadline").

Holders of Notes that are validly tendered and not validly withdrawn at or before the Early Tender Deadline, and that are accepted for purchase will receive the applicable Total Consideration for such Notes, subject to the terms and conditions set forth in the Offer to Purchase. Holders of Notes that are validly tendered after the Early Tender Deadline and at or before the Expiration Time and accepted for purchase will receive the applicable Tender Consideration for such Notes, which equals the Total Consideration for Notes of such series minus the applicable Early Tender Premium for the applicable series, subject to the terms and conditions set forth in the Offer to Purchase (the "Tender Consideration").

The date of payment for Notes validly tendered at or before the Early Tender Deadline and accepted for purchase is referred to as the "Early Settlement Date." The date of payment for Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time and accepted for purchase is referred to as the "Final Settlement Date." The Early Settlement Date is expected to be September 27, 2022 and the Final Settlement Date is expected to be October 12, 2022. The Early Settlement Date and the Final Settlement Date are each referred to as a "Settlement Date." 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 or the Final Settlement Date, as applicable.

The "Total Consideration" for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread specified in the table above for a series of the Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as calculated by Deutsche Bank Securities Inc. at 10:00 a.m., New York City time, on September 26, 2022, unless extended (the "Price Determination Time").

Notes tendered may be validly withdrawn at any time at or before the Withdrawal Deadline, but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). Notes tendered after the Withdrawal Deadline may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

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 (855) 654-2015 or (212) 430-3774, in writing at 65 Broadway, Suite 404, New York, New York 10006. Questions regarding the Offer may be directed to Deutsche Bank Securities Inc. at 1 Columbus Circle, New York, New York 10019, Attn: Liability Management Group, Toll-free: (866) 627-0391, Collect: (212) 250-2955.

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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