International Paper Company announced that it has commenced a cash tender offer for up to $500 million aggregate principal amount (the "Aggregate Maximum Amount") of its outstanding 5.000% Notes due 2035 (the "5.000% Notes"), 5.150% Notes due 2046 (the "5.150% Notes"), 4.80% Notes due 2044 (the "4.80% Notes"), 6.00% Notes due 2041 (the "6.00% Notes"), 4.400% Notes due 2047 (the "4.400% Notes) and the 4.350% Notes due 2048 (the "4.350% Notes," and, together with the 5.000% Notes, the 5.150% Notes, the 4.80% Notes, the 6.00% Notes and the 4.400% Notes, the "Notes"). The terms and conditions of the Offer are described in the Company's offer to purchase dated October 28, 2021 (as may be amended or supplemented from time to time, the "Offer to Purchase"). The aggregate principal amount of Notes purchased in the Offer will not exceed the Aggregate Maximum Amount. Tendered Notes will be accepted in the order of the acceptance priority level for such series (in numerical priority order) as set forth in the table above, with 1 being the acceptance priority level, and based on whether the Notes are tendered at or before the Early Tender Deadline or after the Early Tender Deadline, as described in the Offer to Purchase. Notwithstanding the acceptance priority level, if any Notes are purchased in the Offer, Notes tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline and at or prior to the Expiration Time (as defined below). Accordingly, if the Aggregate Maximum Amount is reached in respect of tenders made at or prior to the Early Tender Deadline, no Notes tendered after the Early Tender Deadline (regardless of acceptance priority level) will be accepted for purchase, unless they increase the Aggregate Maximum Amount. Under certain circumstances, Notes accepted for purchase in the Offer may be subject to proration, so that the aggregate principal amount of Notes accepted for purchase in the Offer will not exceed the Aggregate Maximum Amount. The Offer will expire at 11:59 p.m., New York City time, on November 26, 2021 unless extended (such date and time, as the same may be extended, the "Expiration Time") or earlier terminated. Holders of Notes must validly tender and not validly withdraw their Notes at or before 5:00 p.m., New York City time, on November 10, 2021, unless extended (such date and time, as the same may be extended, the "Early Tender Deadline") to be eligible to receive the Total Consideration for the applicable series of Notes. Any Notes tendered before the Early Tender Deadline may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 10, 2021, unless extended (such date and time, as the same may be extended, the "Withdrawal Deadline"). Holders of Notes that are validly tendered and not valid withdrawn at or before the Early Tender Deadline, and that are accepted for purchase will receive the applicable Total Consideration for such Notes, subject to the terms and conditions set forth in the Offer to Purchase. Holders of Notes that are validly tendered after the Early Tender Deadline and at or before the Expiration Time and accepted for purchase will receive the applicable Tender Consideration for such Notes, which equals the Total Consideration for Notes of such series minus the applicable Early Tender Premium for the applicable series, subject to the terms and conditions set forth in the Offer to Purchase (the "Tender Consideration"). The date of payment for Notes validly tendered at or before the Early Tender Deadline and accepted for purchase is referred to as the "Early Settlement Date." The date of payment for Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time and accepted for purchase is referred to as the "Final Settlement Date." The Early Settlement Date is expected to be November 15, 2021 and the Final Settlement Date is expected to be November 30, 2021. The Early Settlement Date and the Final Settlement Date are each referred to as a "Settlement Date." Holders whose Notes are accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable ("Accrued Interest"). The "Total Consideration" for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table above for a series of the Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as calculated by BBVA Securities Inc. and Citigroup Global Markets Inc. at 10:00 a.m., New York City time, on November 12, 2021, unless extended (the "Price Determination Time"). Notes tendered may be validly withdrawn at any time at or before the Withdrawal Deadline, but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). Notes tendered after the Withdrawal Deadline may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). The Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase.