International Paper Announces Upsizing and Early Results of Cash Tender Offer for up to $497.658 Million Combined Aggregate Principal Amount of its Outstanding Notes

MEMPHIS, Tenn., Sept. 26, 2022/PRNewswire/ -- International Paper Company (NYSE: IP) (the "Company") announced today the early tender results as of 5:00 p.m., New York City time, on September 23, 2022 (the "Early Tender Deadline") for its previously announced cash tender offer (the "Offer") for up to $400 million combined aggregate principal amount, which the Company has increased by $97.658 million to up to $497.658 million combined 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 Company further announced today that it has increased the Aggregate Maximum Amount of Notes to be purchased in the Offer from $400,000,000 to $497,658,000. Except as described in this press release, all other terms of the Offer as described in the Company's Offer to Purchase, dated September 12, 2022 (the "Offer to Purchase") remain unchanged.

$1,241,573,000 in aggregate principal amount of the Notes listed in the table below were validly tendered and not validly withdrawn as of the Early Tender Deadline. The aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline is set forth in the table below.

Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Offer will be purchased, retired and cancelled by the Company on the early settlement date,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 September 27, 2022 (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. Because the aggregate principal amount of Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline exceeds the Aggregate Maximum Amount, (i) all of the Notes with Acceptance Priority Levels 1 through 10 validly tendered and not validly withdrawn will be accepted for purchase and settled on the Early Settlement Date and (ii) none of the Notes with Acceptance Priority Levels 11 through 16 validly tendered will be accepted in the Offer. In addition, because the aggregate principal amounts of Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline exceeded the Aggregate Maximum Amount, no more Notes will be accepted in the Offer, regardless of Acceptance Priority Level.

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 Deutsche Bank Securities Inc. at 10:00 a.m., New York City time, on September 26, 2022, unless extended. The Total Consideration includes an early tender premium of $30.00 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 September 23, 2022; therefore, previously tendered Notes may no longer be withdrawn.

The Offer will expire at 11:59 p.m., New York City time, on October 7, 2022. However, because the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeded 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 (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.

Forward-Looking and Cautionary Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, including statements describing the Company's acceptance of Notes for purchase, payment of the Total Consideration and other matters relating to completion of the Offer, and similar statements concerning anticipated future events and expectations that are not historical facts. Such forward- looking statements may be identified by the use of words such as "may," "will," "could," "should" and "would," 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 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.

About International Paper

International Paper (NYSE: IP) is a leading global producer of renewable fiber-based products. We produce corrugated packaging products that protect and promote goods, and enable worldwide commerce, and pulp for diapers, tissue and other personal care products that promote health and wellness. Headquartered in Memphis, Tenn., we employ approximately 38,000 colleagues globally. We serve customers worldwide, with manufacturing operations in North America, Latin America, North Africa and Europe. Net sales for 2021 were $19.4 billion. Additional information can be found by visiting internationalpaper.com.

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