|
Free Writing Prospectus (To the Preliminary Prospectus Supplement dated May 28, 2008) |
Filed Pursuant to Rule 433 Registration Statement No. 333-132259 |
$1,000,000,000 of 7.400% Notes due 2014
$1,700,000,000 of 7.950% Notes due 2018
$300,000,000 of 8.700% Notes due 2038
FINAL TERM SHEET
May 28, 2008
7.400% Notes
due 2014
| Issuer: | International Paper Company | |
| Security: | 7.400% Notes due 2014 | |
| Principal Amount: | $1,000,000,000 | |
| Trade Date: | May 28, 2008 | |
| Settlement Date: | June 4, 2008 (T+5) | |
| Final Maturity: | June 15, 2014 | |
| Interest Rate: | 7.400% per annum | |
| Public Offering Price: | 99.804% | |
| Yield to Maturity: | 7.440% | |
| Benchmark Treasury: | 3.125% UST due April 30, 2013 | |
| Benchmark Treasury Price: | 99-01 | |
| Benchmark Treasury Yield: | 3.340% | |
| Spread to Benchmark Treasury: | +410 bps | |
| Interest Payment Dates: | Semi-annually in arrears on June 15 and December 15, commencing December 15, 2008. | |
| Optional Redemption: | Greater of par and make whole at Treasury plus 50 basis points, plus accrued and unpaid interest to the date of redemption | |
| Authorized Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 460146CB7/US460146CB71 | |
| Book-Running Managers: |
Banc of America Securities LLC Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. J.P. Morgan Securities Inc. UBS Securities LLC |
|
| Global Settlement: | Through The Depository Trust Company, including Euroclear or Clearstream, Luxembourg, as participants |
7.950% Notes
due 2018
| Issuer: | International Paper Company | |
| Security: | 7.950% Notes due 2018 | |
| Principal Amount: | $1,700,000,000 | |
| Trade Date: | May 28, 2008 | |
| Settlement Date: | June 4, 2008 (T+5) | |
| Final Maturity: | June 15, 2018 | |
| Interest Rate: | 7.950% per annum | |
| Public Offering Price: | 99.988% | |
| Yield to Maturity: | 7.951% | |
| Benchmark Treasury: | 3.875% UST due May 15, 2018 |
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| Benchmark Treasury Price: | 98-31 | |
| Benchmark Treasury Yield: | 4.001% | |
| Spread to Benchmark Treasury: | +395 bps | |
| Interest Payment Dates: | Semi-annually in arrears on June 15 and December 15, commencing December 15, 2008. | |
| Optional Redemption: | Greater of par and make whole at Treasury plus 50 basis points, plus accrued and unpaid interest to the date of redemption | |
| Authorized Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 460146CA9/US460146CA98 | |
| Book-Running Managers: |
Banc of America Securities LLC Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. J.P. Morgan Securities Inc. UBS Securities LLC |
|
| Global Settlement: | Through The Depository Trust Company, including Euroclear or Clearstream, Luxembourg, as participants |
8.700% Notes
due 2038
| Issuer: | International Paper Company | |
| Security: | 8.700% Notes due 2038 | |
| Principal Amount: | $300,000,000 | |
| Trade Date: | May 28, 2008 | |
| Settlement Date: | June 4, 2008 (T+5) | |
| Final Maturity: | June 15, 2038 | |
| Interest Rate: | 8.700% per annum | |
| Public Offering Price: | 99.508% | |
| Yield to Maturity: | 8.746% | |
| Benchmark Treasury: | 5.000% UST due May 15, 2037 | |
| Benchmark Treasury Price: | 105-06 | |
| Benchmark Treasury Yield: | 4.671% | |
| Spread to Benchmark Treasury: | +407.5 bps | |
| Interest Payment Dates: | Semi-annually in arrears on June 15 and December 15, commencing December 15, 2008. | |
| Optional Redemption: | Greater of par and make whole at Treasury plus 50 basis points, plus accrued and unpaid interest to the date of redemption | |
| Authorized Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 460146CC5/US460146CC54 | |
| Book-Running Managers: |
Banc of America Securities LLC Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. J.P. Morgan Securities Inc. UBS Securities LLC |
|
| Global Settlement: | Through The Depository Trust Company, including Euroclear or Clearstream, Luxembourg, as participants | |
| Net Proceeds | We estimate that the net proceeds, after deducting underwriters’ discounts and commissions and before deducting other estimated offering expenses payable by us, from the offering will be $2,976,435,000. |
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Updated
Pro Forma Condensed Combined Financial Information
The following provides updates to certain International Paper
unaudited pro forma condensed combined financial information
contained in the Preliminary Prospectus Supplement to reflect
the aggregate principal amount and applicable interest rates of
the notes offered:
|
Three Months Ended |
Year Ended |
|||||||
|
March 31, |
December 31, |
|||||||
| 2008 | 2007 | |||||||
| (Dollars in millions) | ||||||||
|
Interest expense, net:
|
$ | 193 | $ | 766 | ||||
|
Income tax provision:
|
$ | 33 | $ | 302 | ||||
|
Earnings from continuing operations:
|
$ | 118 | $ | 1,051 | ||||
| Impact of change in interest rates: | As of March 31, 2008 on a pro forma basis giving effect to the Acquisition, each one percentage point change in interest rates would result in a $63 million change in our annual cash interest expense, before any principal payment on our financial instruments with exposure to interest rate risk |
Underwriting
The Underwriting section of the Preliminary Prospectus
Supplement is updated to include the following additional
underwriters for the offer and sale of the notes: BBVA
Securities Inc., BNP Paribas Securities Corp., Calyon Securities
(USA) Inc., Commerzbank Capital Markets Corp., Daiwa Securities
America Inc., Mitsubishi UFJ Securities International plc,
Scotia Capital (USA) Inc. and SG Americas Securities, LLC. All
of the additional underwriters or their affiliates will be
lenders under the Acquisition Credit Facilities.
Mitsubishi UFJ Securities International plc is not a
U.S. registered broker-dealer and, therefore, to the extent
that it intends to effect any sales of the notes in the United
States, it will do so through one or more U.S. registered
broker-dealers as permitted by Financial Industry Regulatory
Authority regulations.
The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement, the Preliminary
Prospectus Supplement and other documents the issuer has filed
with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
issuer, any underwriter or any dealer participating in the
offering will arrange to send you the Preliminary Prospectus
Supplement if you request it by calling any of the Book-Running
Managers at the numbers below:
|
Banc of America Securities LLC
|
800-294-1322 (toll free) | |
|
Deutsche Bank Securities Inc.
|
800-503-4611 (toll free) | |
|
Greenwich Capital Markets, Inc.
|
866-884-2071 (toll free) | |
|
J.P. Morgan Securities Inc.
|
212-834-4533 (call collect) | |
|
UBS Securities LLC
|
877-827-6444, ext. 561-3884 (toll free) |
Any disclaimers or other notices that may appear below are
not applicable to this communication and should be disregarded.
Such disclaimers were automatically generated as a result of
this communication being sent via Bloomberg or another email
system.
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