8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 7, 2015

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157

New York	13-0872805
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
6400 Poplar Avenue, Memphis, Tennessee	38197
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code: (901) 419-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

The information in Item 7.01 of this Report, including the exhibit, is being furnished pursuant to Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS.

Item 1.01. Entry into a Material Definitive Agreement.

On October 7, 2015, International Paper Investment (Shanghai) Co., Ltd. (the “Seller”), an indirect wholly-owned subsidiary of International Paper Company (the “Company”), entered into an Equity Transfer Agreement (the “Agreement”) with Shandong Sun Holding Group Co., Ltd. (the “Buyer”), under which the Seller will sell to the Buyer its entire 55% equity interests in the three Chinese joint venture companies (collectively, the “Sun Joint Venture”) through which the Company conducts its Chinese coated board business. The Buyer currently holds the other 45% equity interests in the Sun Joint Venture.

As consideration for the sale, the Seller will receive RMB 149 million (or approximately US$23 million) in cash. Additionally, the Sun Joint Venture (including approximately US$400 million of debt, as of September 30, 2015) will be deconsolidated from the Company’s financial statements following completion of the transaction. The Company also estimates that the sale will result in net pre-tax noncash asset write-offs of approximately US$200 million to be recorded in the third quarter of 2015. The transaction is expected to be completed in the next six months, subject to satisfaction of various closing conditions, including obtaining required Chinese governmental approvals.

A copy of the Agreement will be filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2015.

Certain statements in this filing may be considered forward-looking statements. These statements reflect Company management’s current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to (i) the receipt of regulatory approvals for the transaction and the successful fulfillment or waiver of all other closing conditions without unexpected delays or conditions; (ii) the successful closing of the transaction within the estimated timeframe; (iii) industry conditions; (iv) global economic conditions and political changes; and (v) other factors that can be found in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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SECTION 7 – REGULATION FD

Item 7.01. Regulation FD Disclosure.

On October 8, 2015, the Company issued a press release announcing the transaction described above under Item 1.01. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished as part of this Report.

Exhibit Number	Description
99.1	Press Release of International Paper Company dated October 8, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	International Paper Company
Date: October 8, 2015	By:	/s/ SHARON R. RYAN
		Name: Sharon R. Ryan
		Title:   Senior Vice President, General Counsel and
		Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of International Paper Company dated October 8, 2015.

E-1

EX-99.1

Exhibit 99.1

INTERNATIONAL PAPER PLAZA

6400 POPLAR AVENUE

MEMPHIS, TN 38197

News Release

International Paper to Exit Chinese Coated Board Joint Venture

Also Pursuing Strategic Options for Asian Corrugated Box Business

Will Continue to Supply Asian Markets with Globally Competitive Products

MEMPHIS, Tenn. – October 8, 2015 – International Paper (NYSE: IP) today announced that it has entered into a definitive agreement with its Chinese coated board joint venture partner, Shandong Sun Holding Group Co., Ltd., to sell its 55% equity interest in the joint venture (IP-Sun JV). As consideration for the sale, the Company will receive RMB 149 million (or approximately US$23 million) in cash. Additionally, the Company will remove approximately $400 million of currently outstanding debt from the Company’s balance sheet, along with the other assets and liabilities of the IP-Sun JV, following completion of the transaction. International Paper also announced today that it is pursuing strategic options for its corrugated box business in China and South East Asia and has signed a non-binding letter of intent with a prospective buyer based in China.

“International Paper undertook a thorough review of its position in serving the Chinese and Asian markets,” said Mark Sutton, International Paper Chairman and CEO. “The Company remains committed to serving these very important markets, but concluded we could be more effective supplying this region with globally competitive products primarily through our Ilim joint venture in Russia and from the U.S.”

The IP-Sun JV transaction is expected to be completed within the next six months, subject to satisfaction of closing conditions, including obtaining required Chinese governmental approvals. International Paper estimates the agreement to sell the Chinese coated board joint venture, which started in 2006, will result in net pre-tax noncash asset write-offs of approximately US$200 million to be recorded in the third quarter of 2015.

The table below reflects the IP-Sun JV balance sheet as consolidated in International Paper’s consolidated balance sheet as of September 30, 2015. The total asset and liability amounts below will be classified as assets and liabilities held for sale in IP’s consolidated balance sheet as of September 30, 2015. The IP-Sun JV will be deconsolidated from International Paper’s consolidated balance sheet following the completion of the sale.

($ Millions)
Total Current Assets		620
Plants, Properties and Equipment, Net		479
Goodwill		117
Deferred Charges and Other Assets		71
Subtotal		1,287
Impairment Charge		(192	)
TOTAL ASSETS	$	1,095
Payables and Other Short-term Liabilities	$	564
Debt		373
Other Long-term Liabilities		6
Total Liabilities		943
Shareholder’s Equity		56
Noncontrolling Interest		96
Total Equity		152
TOTAL LIABILITIES AND EQUITY	$	1,095

The IP-Sun JV has one manufacturing location in Shandong Province in China, which includes four paper machines and approximately 1.4 million annual metric tons of coated board capacity. International Paper’s Industrial Packaging Asia business has 18 corrugated box plants in China and South East Asia and a workforce of approximately 3,000 employees.

International Paper (NYSE: IP) is a global leader in packaging and paper with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include industrial and consumer packaging along with uncoated papers and pulp. Headquartered in Memphis, Tenn., the company employs approximately 58,000 people and is strategically located in more than 24 countries serving customers worldwide. International Paper net sales for 2014 were $24 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

Certain statements in this press release may be considered forward-looking statements. These statements reflect Company management’s current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to (i) the execution of a definitive agreement to sell the Company’s corrugated box business in China and South East Asia (ii) the receipt of regulatory approvals for the transactions and the successful fulfillment or waiver of all other closing conditions without unexpected delays or conditions; (iii) the successful closing of the transactions within the estimated timeframe; (iv) industry conditions; (v) global economic conditions and political changes; and (vi) other factors that can be found in the Company’s press releases and Securities and Exchange Commission filings. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Contacts: Media: Thomas J. Ryan, 901-419-4333; Investors: Jay Royalty, 901-419-1731; Michele Vargas, 901-419-7287.