International Paper Company (NYSE:IP) today announced that, in connection with its previously announced separation and spin-off of its global papers business, International Paper’s board of directors declared a pro rata distribution of approximately 80.1% of the outstanding shares of Sylvamo Corporation (NYSE: SLVM) common stock to be made effective at 12:01 a.m. New York City time on October 1, 2021 to International Paper’s shareholders of record as of 5:00 p.m. New York City time on September 15, 2021, the previously-announced record date for the distribution. Each International Paper shareholder will receive one (1) share of Sylvamo common stock for every eleven (11) shares of International Paper common stock held on the record date. Following the distribution, International Paper will own approximately 19.9% of the outstanding shares of Sylvamo common stock.
International Paper shareholders will not receive fractional shares of Sylvamo common stock. Instead, fractional shares of Sylvamo common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the International Paper shareholders who would otherwise receive a fractional share of Sylvamo common stock.
Sylvamo common stock began trading on a “when-issued” basis on the NYSE under the symbol “SLVM WI” on September 14, 2021. On October 1, 2021, “regular way” trading under the symbol “SLVM” is expected to begin. The CUSIP number for the Sylvamo common stock will be 871332 102 when regular way trading begins.
International Paper has been advised by the NYSE that from September 14, 2021 through September 30, 2021, there will be two markets for International Paper common stock: a “regular way” market and an “ex-distribution” market. Shares of International Paper common stock will continue to trade “regular way” on the NYSE under the symbol “IP” through September 30, 2021 and thereafter. Any holders of shares of International Paper common stock who sell International Paper shares regular way on or before September 30, 2021 will also be selling their right to receive shares of Sylvamo common stock. Additionally, holders of shares of International Paper common stock who sell in the “ex-distribution” market on or before September 30, 2021 (which will trade under the symbol “IP WI” on the NYSE), will be selling only his or her shares of International Paper common stock and will be retaining his or her right to receive shares of Sylvamo common stock in the spin-off distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Sylvamo common stock on or before the distribution date.
No action or payment is required by International Paper shareholders to receive the shares of Sylvamo common stock in the spin-off distribution. Shareholders who hold International Paper common stock on the record date will receive a book-entry account statement reflecting their ownership of Sylvamo common stock or their brokerage account will be credited with the Sylvamo shares.
The receipt of Sylvamo common stock in the distribution will be tax-free to International Paper stockholders for U.S. federal income tax purposes, except for the gain or loss attributable to cash received in lieu of fractional shares of Sylvamo common stock. International Paper shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the spin-off.
A registration statement on Form 10 relating to the Sylvamo common stock has been declared effective by the Securities and Exchange Commission (“SEC”). The spin-off distribution is subject to the satisfaction or waiver of a number of conditions described in the Form 10, including receipt by International Paper of the special payment from Sylvamo. International Paper also reserves the right to withdraw and cancel the spin-off if, at any time prior to the distribution date, the board of directors of International Paper determines, in its sole discretion, that the spin-off is not in the best interest of International Paper or its shareholders, or that market conditions are such that it is not advisable to consummate the spin-off. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.