International Paper Company (NYSE:IP) Files An 8-K Regulation FD Disclosure
Item7.01 of this Report, including the exhibit, is being
furnished to Item7.01 of Form 8-K and General Instruction B.2
thereunder. Such information shall not be deemed filed for
purposes of Section18 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. REGISTRANTS BUSINESS AND OPERATIONS.
Item1.01. Entry into a Material Definitive
Agreement.
On June27, 2017, International Paper Company (the Company)
entered into a class action settlement agreement (the Settlement
Agreement) with the plaintiffs in the lawsuit captioned Kleen
Products LLC et al. v. International Paper Co. et al. (N.D.
Ill.) (the Lawsuit), which was filed in September 2010 and is
pending in the United States District Court for the Northern
District of Illinois (the District Court).
Eight containerboard producers, including the Company,
Temple-Inland Inc. and Weyerhaeuser Company (the IP Defendants),
were named as defendants in the Lawsuit, which alleges a civil
violation of Section1 of the Sherman Act. In particular, the
Lawsuit alleges that the defendants conspired to limit the supply
and thereby increase prices of containerboard products during the
period from February15, 2004, through November8, 2010 (the Class
Period). In March 2015, the District Court certified a plaintiff
class consisting of all persons who purchased containerboard
products directly from any defendant for use or delivery in the
United States during the Class Period.
Under the Settlement Agreement, the Company has agreed to pay
$354 million into a settlement fund in return for a dismissal of
the IP Defendants and release of all claims that were asserted or
could be asserted against the IP Defendants in the Lawsuit or
that are related to or arise from the direct purchase of
containerboard products from the IP Defendants by the class
members from the beginning of time up to preliminary approval of
the Settlement Agreement by the District Court (the Settlement
Period). This payment is not required to occur until the later of
August1, 2017, and preliminary approval of the Settlement
Agreement by the District Court. The release of claims includes
all alleged damages incurred during the Settlement Period. Any
attorneys fees awarded by the District Court and all costs of
notice and claims administration will be paid from the settlement
fund.
The Settlement Agreement is subject to approval by the District
Court. If the District Court preliminarily approves the
settlement, the Settlement Agreement provides for a period of
time during which class members will be notified of the
settlement and given an opportunity to file a claim form to
receive a settlement payment, object to the settlement or do
nothing. We expect that the District Court will schedule a
fairness hearing to occur after the notice period, at which the
parties will request final approval of the settlement and at
which any objectors to the settlement will be heard. If the
District Court gives final approval to the settlement, the
release will be effective as to all class members regardless of
whether they filed a claim form and received a payment.
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The Company will record a reserve for the Lawsuit in the amount
of the settlement, which will result in a pre-tax charge of $354
million ($219 million, net of tax) in the second quarter of 2017.
A copy of the Settlement Agreement will be filed as an exhibit to
the Companys quarterly report on Form 10-Q for the fiscal quarter
ending June30, 2017.
Certain statements in this Current Report on Form 8-K may be
considered forward-looking statements. These statements reflect
Company managements 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 court approval for the
settlement; (ii)industry conditions; (iii)global economic
conditions and political changes; and (iv)other factors that can
be found in the Companys 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.
SECTION 7. REGULATION FD.
Item7.01. Regulation FD Disclosure.
On June27, 2017, the Company issued a press release announcing
the Settlement Agreement described above under Item1.01. Attached
as Exhibit 99.1 and incorporated herein by reference is a copy of
the press release.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item9.01. Financial Statements and Exhibits.
(d) |
Exhibits. |
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| 99.1 |
Press Release of International Paper Company dated June 27, 2017. |
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INTERNATIONAL PAPER CO /NEW/ ExhibitEX-99.1 2 d418432dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 INTERNATIONAL PLACE 6400 POPLAR AVENUE MEMPHIS,…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.