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): May 29, 2019

 

 

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157

 

New York   13-0872805
(State or other jurisdiction of incorporation)       (IRS Employer Identification No.)
6400 Poplar Avenue, Memphis, Tennessee   38197
(Address of principal executive offices)   (ZIP Code)

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

 

 

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))

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.   ☐

 

     
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
     

Common Stock, $1 per share par value

  IP   New York Stock Exchange

 

 

 

EXPLANATORY NOTE

The information in Item 7.01 of this Report, including the exhibit, 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, 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 7. REGULATION FD.

Item 7.01. Regulation FD Disclosure.

On May 29, 2019, International Paper Company (the “Company”) issued a press release announcing the transaction agreement described below under Item 8.01. Attached as Exhibit 99.1 is a copy of the press release.

SECTION 8. OTHER EVENTS.

Item 8.01. Other Events.

On May 29, 2019, the Company entered into an agreement with West Coast Paper Mills Limited to sell its controlling interest in International Paper APPM Limited (“APPM”), an India-based paper business, at a price per share of 275 Indian rupees. The Company owns approximately 30 million (or 75 percent) of the outstanding shares of APPM. As a result of signing this agreement, the Company expects to recognize an aggregate non-cash charge to second quarter 2019 earnings of approximately $140 million before and after tax.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release of International Paper Company dated May 29, 2019.

 

2

EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Press Release of International Paper Company dated May 29, 2019.

 

3

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: May 29, 2019         By:   /s/ SHARON R. RYAN
      Name: Sharon R. Ryan
     

Title: Senior Vice President, General Counsel and

Corporate Secretary

 

4

Exhibit 99.1

 

LOGO

INTERNATIONAL PLACE

6400 POPLAR AVENUE

MEMPHIS, TN 38197

News Release

International Paper Announces Agreement to Sell Its India-based Paper Business

MEMPHIS, Tenn. – May  29, 2019 – International Paper (NYSE: IP) has entered into an agreement with West Coast Paper Mills Limited (NSE: WSTCSTPAPR) to sell its controlling interest in International Paper APPM Limited (NSE:IPAPPM | BSE:502330), an India-based paper business. International Paper currently owns approximately 30 million shares, or 75% of the outstanding shares, of International Paper APPM Limited (APPM).

The transaction is expected to be completed by the end of the year subject to satisfaction of customary closing conditions, including obtaining required governmental approvals and West Coast Paper Mills Limited’s (WCPM) launch of a tender offer. Pursuant to Indian securities law requirements, WCPM will launch a tender offer to acquire up to all of the APPM shares owned by public shareholders, which represents 25% of APPM’s outstanding shares. The closing of IP’s transaction with WCPM will occur following the completion of the tender offer and receipt of antitrust clearance. Depending on the results of that tender offer, WCPM will acquire from IP between 51% and 60% of the outstanding APPM shares at a price per share of 275 Indian Rupees. Once this transaction closes, WCPM will be responsible for the operations of APPM, and International Paper will be a passive investor until such time that IP has sold its remaining shares in APPM.

“As part of our strategic assessment of the IP portfolio, we have decided to exit our position in IP APPM,” said Mark Sutton, Chairman and Chief Executive Officer. “This decision is a reflection of our continued focus on growing our global packaging and cellulose fibers businesses. Our paper business continues to perform well in India and we wish the team there the very best in the future.”

About International Paper

International Paper (NYSE: IP) is a leading global producer of renewable fiber-based packaging, pulp and paper products with manufacturing operations in North America, Latin America, Europe, North Africa, India and Russia. We produce corrugated packaging products that protect and promote goods, and enable world-wide commerce; pulp for diapers, tissue and other personal hygiene products that promote health and wellness; and papers that facilitate education and communication. We are headquartered in Memphis, Tenn., employ 53,000 colleagues and serve more than 25,000 customers in 150 countries. Net sales for 2018 were $23 billion. For more information about International Paper, our products and global citizenship efforts, please visit internationalpaper.com.

Certain statements in this press release may be considered forward-looking statements. These statements reflect IP 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) the receipt of regulatory approvals for the transaction and the successful fulfillment or waiver of all other closing conditions without unexpected delays or conditions; (ii) the successful closing of the transaction within the estimated timeframe; (iii) industry conditions; (iv) global economic conditions and political changes; and (v) other factors that can be found in IP’s press releases and Securities and Exchange Commission filings. IP 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:

Media: Thomas J. Ryan, +1-901-419-4333; Investors: Guillermo Gutierrez, +1-901-419-1731; Michele Vargas, +1-901-419-7287.

In India: Please email Priyadarshani Vadrevou. Priyadarshini.Vadrevou@ipaper.com