Item 8.01. Other Events.

On May 19, 2021, International Paper Company (the "Company") entered into a Consent and Waiver Agreement (the "Consent Agreement") with Graphic Packaging Holding Company ("GPK"), GPI Holding I, Inc. ("GPI"), and Graphic Packaging International Partners, LLC ("GPIP"). Pursuant to the terms of the Consent Agreement and the Exchange Agreement, dated January 1, 2018, by and among the Company, GPK, GPI Holding III, LLC and GPIP (the "Exchange Agreement") the Company will exchange 22,773,072 common units ("Units") of GPIP, or all of the remaining Units owned by the Company, for 22,773,072 shares of GPK common stock, which the Company will sell upon receipt.

The exchange is expected to close on May 21, 2021. Following the transactions described above, the Company will no longer own any Units.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

101         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

104         The cover page from this Current Report on Form 8-K, formatted as
            Inline XBRL.




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