UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices, and Zip-Code) |
Registrant’s telephone number, including area code:
(Former Name or Former Address, if Changed Since Last Report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 17, 2021, International Paper Company (the “Company”) amended and restated its $1.5 billion Amended and Restated 5-Year Credit Agreement (the “Revolving Credit Agreement”), dated as of October 16, 2020 with a syndicate of banks and other financial institutions and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) to extend the maturity date from December 9, 2022 to June 17, 2026.
Borrowings under the Revolving Credit Agreement generally will either bear interest at (i) a rate per annum equal to the Applicable Rate (as defined in the Revolving Credit Agreement) plus a base rate equal to the highest of (a) the NYFRB Rate (as defined in the Revolving Credit Agreement) plus 1/2 of one percentage point, (b) the rate of interest in effect for such day as last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System (the “Board”) in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein or any similar release by the Board, and (c) the Adjusted Eurocurrency Rate (as defined in the Revolving Credit Agreement) plus one percentage point or (ii) at a rate per annum equal to the Adjusted Eurocurrency Rate plus the Applicable Rate.
The Revolving Credit Agreement contains customary affirmative and negative covenants, as well as customary events of default, substantially similar to those included in the Company’s existing revolving credit agreements.
The foregoing description of the Revolving Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Second Amended and Restated 5-Year Credit Agreement, dated as of June 17, 2021. | |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |
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: June 17, 2021 | By: | /s/ Sharon R. Ryan | ||||
| Name: | Sharon R. Ryan | |||||
| Title: | Senior Vice President, General Counsel & Corporate Secretary | |||||