UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On January 23, 2020, International Paper Company (the “Company”) entered into a Consent and Waiver Agreement (the “Consent Agreement”) with Graphic Packaging Holding Company (“GPK”), GPI Holding III, LLC (“GPI”), and Graphic Packaging International Partners, LLC (“GPIP”) pursuant to which GPIP agreed to repurchase from the Company common units (“Units”) of GPIP with the number of Units and the repurchase price determined based on a prior 10-trading day volume weighted average price calculated with reference to the delivery date and time of a Notice of Exchange (as defined in the Exchange Agreement, which is defined below).
On January 24, 2020, the Company delivered a Notice of Exchange pursuant to the terms of the Exchange Agreement, dated January 1, 2018, by and among the Company, GPK, GPI and GPIP (the “Exchange Agreement”) to exchange 15,150,784 Units, or approximately 19% of the aggregate Units owned by the Company. The number of Units covered by the Notice of Exchange was the maximum number permitted by the Exchange Agreement based on a prior 10-trading day volume weighted average price of $16.5008. Pursuant to the Consent Agreement, GPIP will repurchase the Units for an aggregate price of $250 million. The repurchase is expected to close on January 29, 2020. Following the repurchase, the Company will own 64,760,807 Units, which equates to an ownership interest of approximately 18.3% in GPIP.
The Company intends to provide additional information regarding the above transaction on its fourth quarter 2019 earnings call scheduled for January 30, 2020.
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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 | ||
| By: |
/s/ Sharon R. Ryan | |
| Name: Sharon R. Ryan | ||
| Title: Senior Vice President, General | ||
Date: January 28, 2020
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