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): January 19, 2023

International Paper Company

(Exact name of registrant as specified in its charter)

New York	1-3157	13-0872805
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6400 Poplar Avenue, Memphis, Tennessee 38197

(Address of Principal Executive Offices, and Zip-Code)

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

(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 Symbol	Name of each exchange on which registered
Common Stock, $1 per share par value	IP	New York Stock Exchange

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.  ☐

Explanatory Note

The information in Item 7.01 of this Report, including Exhibit 99.1 referenced thereunder and included herein, 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 (the “Exchange Act”), 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, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 1.01. Entry into a Material Definitive Agreement.

On December 15, 2022, the Company, acting through International Paper Switzerland GmbH (the “IP Shareholder”), delivered an offer letter (the “Offer Letter”) to Pulp Holding Luxembourg S.A.R.L and ILIM Holding Luxembourg S.A.R.L (the “ILIM Shareholders”), pursuant to the ILIM Shareholders’ right of first refusal (the “ROFR”) under the shareholders’ agreement in respect of ILIM SA (“ILIM”) entered into among the Company, the IP Shareholder, the ILIM Shareholders, ILIM, Mr. Zakhar Smushkin, Mr. Mikhail Zingarevich, Mr. Boris Zingarevich and Mr. Leonid Eruhimovich on October 4, 2007 (as subsequently amended and restated) (the “Shareholders Agreement”), whereby the IP Shareholder offered its 50% shareholding in ILIM to the ILIM Shareholders.

On January 19, 2023 and January 23, 2023, the ILIM Shareholders delivered an initial acceptance notice and an additional acceptance notice (the “Acceptance Notice”), respectively, whereby the ILIM Shareholders exercised the ROFR pursuant to the Shareholders Agreement with respect to the 50% shareholding in ILIM held by the IP Shareholder. As a result, subject only to receipt of regulatory approvals, the IP Shareholder is obligated to sell such shares to the ILIM Shareholders and the ILIM Shareholders are obligated to purchase from the IP Shareholder such shares (the “Transaction”).

The aggregate cash consideration with respect to the Transaction is expected to be $484 million.

In the Acceptance Notice, the ILIM Shareholders also indicated an interest to purchase all of the Company’s shares (constituting a 2.39% stake) in JSC Ilim Group for $24 million on terms and conditions to be agreed.

The foregoing summary of the Transaction does not purport to be complete and is qualified in its entirety by reference to the text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022.

Item 7.01. Regulation FD Disclosure.

On January 24, 2023, the Company issued a press release announcing the Transaction described above under Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of International Paper Company dated January 24, 2023 relating to the Transaction.
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: January 24, 2023	By:	/s/ Joseph R. Saab
	Name:	Joseph R. Saab
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

INTERNATIONAL PAPER PLAZA

6400 POPLAR AVENUE

MEMPHIS, TN 38197

News Release

International Paper Reaches Agreement to Sell

Ownership Interest in Ilim Joint Venture

MEMPHIS, Tenn. – January 24, 2023 – International Paper (NYSE: IP) today announced that it has entered into an agreement to sell its 50% interest in Ilim SA, the holding company for its Ilim joint venture (JV), to its JV partners for $484MM (USD) equity value. The sale is subject to regulatory approvals in Russia.

This transaction indicates ~$3.5 billion in total enterprise value (TEV) for Ilim based on a ~3.1X EBITDA multiple on 2022 full-year results*.

The Company also received an indication of interest from its JV partners to purchase all of the Company’s shares (constituting a 2.39% stake) in JSC Ilim Group for $24MM (USD) on terms and conditions to be agreed. The Company intends to pursue an agreement to sell the JSC Ilim Group shares, and to divest other non-material residual interests associated with Ilim, to its JV partners.

Additional information will be communicated when available.

* 2022 full-year unaudited results are $1.11B EBITDA; As of 12/31/22, the unaudited TEV includes $2.45B net debt

About International Paper

International Paper (NYSE: IP) is a leading global supplier 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.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release that are not historical in nature may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “believes,” “estimates” and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and reflect 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) risks with respect to climate change and global, regional, and local weather conditions, as well as risks related to our ability to meet targets and goals with respect to climate change and the emission of GHGs and other environmental, social and governance matters; (ii) the impact of the conflict involving Russia and Ukraine, including in connection with related escalated sanctions imposed by the United States, the European Union, G7 and other countries and possible actions by the Russian government, and the impact of such developments on domestic and global economic and geopolitical conditions in general and on us and our Ilim joint venture, which could be materially and adversely affected by such developments, and our inability to predict the full impact of the Russian invasion of Ukraine, current or future sanctions, geopolitical instability and the possibility of broadened military conflict on our Ilim joint venture, on our receipt of dividends from our Ilim joint venture and on the value of and our ability to sell our interest in the Ilim joint venture; (iii) the level of our indebtedness and changes in interest rates (including the impact of current elevated interest rate levels); (iv) the impact of global and domestic economic conditions and industry conditions, including with respect to current negative macroeconomic conditions, inflationary pressures and changes in the cost or availability of raw materials, energy sources and transportation sources, supply chain shortages and disruptions¹, competition we face, cyclicality and changes in consumer preferences, demand and pricing for our products, and conditions impacting the credit, capital and financial markets; (v) domestic and global geopolitical conditions, changes in currency exchange rates, trade protectionist policies, downgrades in our credit ratings, and/or the credit ratings of banks issuing certain letters of credit, issued by recognized credit rating organizations; (vi) the amount of our future pension funding obligations, and pension and healthcare costs; (vii) unanticipated expenditures or other adverse developments related to compliance with existing and new environmental, tax, labor and employment, privacy, anti-bribery and anti-corruption, and other U.S. and non-U.S. governmental laws and regulations; (viii) any material disruption at any of our manufacturing facilities or other adverse impact on our operations due to severe weather, natural disasters, climate change or other causes; (ix) risks inherent in conducting business through joint ventures; (x) our ability to achieve the benefits expected from, and other risks associated with, acquisitions, joint ventures, divestitures, spinoffs and other corporate transactions, (xi) cybersecurity and information technology risks; (xii) loss contingencies and pending, threatened or future litigation, including with respect to environmental related matters; (xiii) our exposure to claims under our agreements with Sylvamo Corporation; (xiv) our failure to realize the anticipated benefits of the spin-off of Sylvamo Corporation and the qualification of such spin-off as a tax-free transaction for U.S. federal income tax purposes; and (xv) our ability to attract and retain qualified personnel, particularly in light of current labor market conditions. These and other factors that could cause or contribute to actual results differing materially from such forward-looking statements can be found in our press releases and SEC filings. In addition, other risks and uncertainties not presently known to the Company or that we currently believe to be immaterial could affect the accuracy of any forward-looking statements. 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:

Investors: Mark Nellessen, 901-419-1731 and Michele Vargas, 901-419-7287

Media: Amy Simpson, 901-419-4964

XML

Document and Entity Information	Jan. 19, 2023
Cover [Abstract]
Entity Registrant Name	INTERNATIONAL PAPER CO /NEW/
Amendment Flag	false
Entity Central Index Key	0000051434
Document Type	8-K
Document Period End Date	Jan. 19, 2023
Entity Incorporation State Country Code	NY
Entity File Number	1-3157
Entity Tax Identification Number	13-0872805
Entity Address, Address Line One	6400 Poplar Avenue
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38197
City Area Code	(901)
Local Phone Number	419-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1 per share par value
Trading Symbol	IP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false