Form 8-K

International Paper Company

Date: May 29, 2019

/s/ SHARON R. RYAN

Name: Sharon R. Ryan

Title: Senior Vice President, General Counsel and

Corporate Secretary

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.

EXHIBIT INDEX


Exhibit Number		Description

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

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.