International Paper Company (NYSE:IP) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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International Paper Company (NYSE:IP) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August9, 2017, International Paper Company (the “Company”) entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of April12, 1999, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as trustee (together with the Supplemental Indenture, the “Indenture”). to the Indenture, the Company issued and sold $1,000,000,000 aggregate principal amount of 4.350% Notes due 2048 (the “Notes”). The Notes bear interest at the rate of 4.350%per year and will mature on August15, 2048. The Notes were sold to an effective shelf registration statement (the “Registration Statement”) on Form S-3, File No.333-202334, which became effective upon filing with the Securities and Exchange Commission on February27, 2015. The closing of the sale of the Notes occurred on August9, 2017. The Supplemental Indenture with respect to the Notes (including the form of Notes) is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 2.03. Other Events.

In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”), dated July31, 2017, by and among the Company and Merrill Lynch, Pierce, Fenner& Smith Incorporated and SMBC Nikko Securities America, Inc. as representatives of the underwriters named in Schedule A thereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto.

A copy of the opinion of Debevoise& Plimpton LLP, relating to the validity of the Notes, is filed as Exhibit 5.1 hereto.

Item 2.03 Financial Statements and Exhibits.

The exhibits to this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

ExhibitNumber

Description

Exhibit1.1

Underwriting Agreement, dated July 31, 2017, by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Schedule A thereto.

Exhibit 4.1

Supplemental Indenture (including the form of Notes), dated as of August 9, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 5.1

Opinion of Debevoise & Plimpton LLP.

Exhibit 23.1

Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1).


INTERNATIONAL PAPER CO /NEW/ Exhibit
EX-1.1 2 d434666dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version INTERNATIONAL PAPER COMPANY $1,…
To view the full exhibit click here

About International Paper Company (NYSE:IP)

International Paper Company (International Paper) is a paper and packaging company with primary markets and manufacturing operations in North America, Europe, Latin America, Russia, Asia, Africa and the Middle East. The Company operates in three segments: Industrial Packaging, Printing Papers and Consumer Packaging. It is a manufacturer of containerboard in the United States. Its products include whitetop, recycled linerboard and saturating kraft. It is the producer of printing and writing papers. The products in Printing Papers segment include uncoated papers and pulp. Its uncoated papers engage in the business of producing papers for use in copiers, desktop and laser printers and digital imaging. Its uncoated papers are sold under private label and International Paper brand names that include Hammermill, Springhill, Ballet, Pol and Svetocopy. Its Everest, Fortress, and Starcote brands are used in packaging applications for everyday products, such as food and tobacco products.