MEMPHIS, Tenn., Aug. 12 /PRNewswire-FirstCall/ -- International Paper (NYSE: IP) today announced the expiration and final results of its offer to purchase any and all of its 7.40% Notes Due 2014 (the "7.40% Notes"). International Paper refers to its offer to purchase the 7.40% Notes as the "Any and All Tender Offer."

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As of 5 p.m., ET, on Aug. 11, 2009, the expiration date for the Any and All Tender Offer, the aggregate principal amount of 7.40% Notes tendered in the Any and All Tender Offer was $567,450,000, representing 56.75% of the $1,000,000,000 aggregate principal amount of 7.40% Notes. All of the 7.40% Notes that were tendered have been accepted for payment by International Paper, with settlement expected to occur today. The holders of the 7.40% Notes that were accepted for purchase will be entitled to receive the tender offer consideration of $1,100 per $1,000 principal amount of 7.40% Notes, plus accrued and unpaid interest from and including the last interest payment date (June 15, 2009) to, but not including, the settlement date.

The Any and All Tender Offer was made pursuant to an offer to purchase dated Aug. 3, 2009 (the "Offer to Purchase"), which set forth a complete description of the terms of the Any and All Tender Offer.

Also described in the Offer to Purchase is an offer by International Paper to purchase up to $1,000,000,000 in aggregate principal amount, less any principal amount of the 7.40% Notes accepted in the Any and All Tender Offer (the "Maximum Tender Amount"), of its 7.20% Notes Due 2026 (the "7.20% Notes") and its 5.50% Notes Due 2014 (the "5.50% Notes"). International Paper refers to its offer to purchase the 7.20% Notes and 5.50% Notes as the "Maximum Tender Offer." As a result of the amount of 7.40% Notes tendered and accepted for payment in the Any and All Tender Offer, the Maximum Tender Amount is $432,550,000, which is sufficient to purchase any and all notes tendered pursuant to the Maximum Tender Offer. The 7.40% Notes, the 7.20% Notes and the 5.50% Notes are referred to, collectively, as the "Securities." Holders of 7.20% Notes and 5.50% Notes are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decision with respect to the Maximum Tender Offer. The Maximum Tender Offer is conditioned on satisfaction of certain conditions set forth in the Offer to Purchase.

Holders who have not already tendered 7.20% Notes and 5.50% Notes may continue to do so at any time at or prior to 5 p.m., ET, on Aug. 31, 2009 (the "Maximum Tender Offer Expiration Date"), unless International Paper extends or earlier terminates the Maximum Tender Offer. Holders of 7.20% Notes and 5.50% Notes that are validly tendered and not withdrawn at or prior to 5 p.m., ET, on Aug. 14, 2009, and accepted for purchase will receive the applicable tender offer consideration plus the applicable early tender premium. Withdrawal rights for the Maximum Tender Offer have expired.

Citi, Deutsche Bank Securities Inc. and RBS Securities Inc. are the dealer managers of the tender offers. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent. Persons with questions regarding the tender offers should contact Citi at (toll-free) (800) 558-3745 or (collect) (212) 723-6106, Deutsche Bank Securities Inc. at (toll-free) (866) 627-0391 or (collect) (212) 250-2955 or RBS Securities Inc. at (toll-free) (877) 297-9832 or (collect) (203) 897-6145. Requests for copies of the Offer to Purchase, related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 or (toll-free) (866) 470-3900.

None of International Paper, its board of directors, the dealer managers, the depositary and information agent or the trustees for the Securities, makes any recommendation as to whether holders of the Securities should tender or refrain from tendering Securities. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Securities or any other securities. The tender offers are made only by the Offer to Purchase and the accompanying Letter of Transmittal.

About International Paper

International Paper (NYSE: IP) is a global paper and packaging company with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include uncoated papers and industrial and consumer packaging, complemented by xpedx, the company's North American distribution company. Headquartered in Memphis, Tenn., the company employs more than 58,000 people in more than 20 countries and serves customers worldwide. 2008 net sales were approximately $25 billion. For more information about International Paper, its products and stewardship efforts, visit www.internationalpaper.com.

This press release may contain "forward-looking statements." Such forward-looking statements may include, without limitation, statements about the company's market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as "may," "will," "could," "should," "would," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "continue" and variations of these words or comparable words. Forward-looking statements are based on current expectations and assumptions, and inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following: the amount of notes tendered; and satisfaction of the conditions of the tender offers contained in the offer to purchase. Other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the company's Securities and Exchange Commission filings. You should not place undue reliance on our forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to make any revision to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release.

SOURCE International Paper

CONTACT: Media:
Kathleen Bark, +1-901-419-4333
or
Investors:
Thomas A. Cleves, +1-901-419-7566
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all of International Paper

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