International Paper Company (NYSE:IP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | A Registration Rights Agreement, to which the Company will have specified demand and piggyback registration rights with respect to common stock of Graphic; |
| • | A Tax Receivables Agreement; |
| • | A Restrictive Covenant Agreement, to which the Company will agree not to compete with the North American consumer packaging business it is transferring to Newco, subject to certain specified exceptions, for the longer of three years and the period in which it owns equity interests in Newco; |
| • | Certain intellectual property licenses; |
| • | A Transition Services Agreement, to which the Company will provide certain services of a transitional nature to Newco; |
| • | A Tax-Exempt Bond Agreement; and |
| • | A Taxable Augusta Bonds Assignment and Assumption Agreement. |
On October24, 2017, the Company issued a press release announcing the signing of the Transaction Agreement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
|
ExhibitNumber |
Description |
| Exhibit2.1 | Transaction Agreement, dated October23, 2017, by and among the Company, Graphic Packaging Holding Company, Gazelle Newco LLC and Graphic Packaging International, Inc.* |
| Exhibit10.1 | Commitment Letter, dated October23, 2017, by and among the Company, Bank of America, N.A., Merrill Lynch, Pierce, Fenner& Smith Incorporated, BNP Paribas and BNP Paribas Securities Corp. |
| Exhibit99.1 | Press Release, dated October24, 2017. |
| * | Certain schedules, annexes and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, annexes and exhibits, or any section thereof, to the SEC upon request. |
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EXHIBIT INDEX
|
ExhibitNumber |
Description |
| Exhibit2.1 | Transaction Agreement, dated October23, 2017, by and among the Company, Graphic Packaging Holding Company, Gazelle Newco LLC and Graphic Packaging International, Inc.* |
| Exhibit10.1 | Commitment Letter, dated October23, 2017, by and among the Company, Bank of America, N.A., Merrill Lynch, Pierce, Fenner& Smith Incorporated, BNP Paribas and BNP Paribas Securities Corp. |
| Exhibit 99.1 | Press Release, dated October24, 2017. |
| * | Certain schedules, annexes and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, annexes and exhibits, or any section thereof, to the SEC upon request. |
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INTERNATIONAL PAPER CO /NEW/ ExhibitEX-2.1 2 d476151dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version TRANSACTION AGREEMENT by and among INTERNATIONAL PAPER COMPANY,…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.
