International Paper Reports Material Agreements and Officer Changes

TL;DR

IP inked a big deal, took some hits, and shuffled execs. Watch this space.

AI Summary

On August 20, 2025, International Paper Company entered into a material definitive agreement. The company also reported costs associated with exit or disposal activities and material impairments. Additionally, there were changes in directors or officers and compensatory arrangements for certain officers, along with a Regulation FD disclosure.

Why It Matters

This filing indicates significant strategic or operational shifts for International Paper, potentially impacting its financial performance and corporate structure.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, impairments, and executive changes, all of which can introduce uncertainty and risk.

Key Players & Entities

• International Paper Company (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• New York (location) — State of incorporation
• 13-0872805 (organization_id) — I.R.S. Employer Identification No.
• 6400 Poplar Avenue, Memphis, Tennessee 38197 (address) — Business and mailing address

FAQ

Key Financial Figures

• $1 — ange on which registered Common Stock, $1 per share par value IP New York Stock E
• $1.5 b — 's GCF business for a purchase price of $1.5 billion, which is subject to certain clos
• $190 million — egate initial liquidation preference of $190 million. The consummation of the Transaction
• $85 million — pay to the Company a termination fee of $85 million. The foregoing description of the Sal
• $700 million — impairment charge between approximately $700 million and $900 million, as a result of the sa
• $900 m — between approximately $700 million and $900 million, as a result of the sale price co

Filing Documents

• ip-20250820.htm (8-K) — 42KB
• ex991bluebellribbonpr11.htm (EX-99.1) — 17KB
• 0000051434-25-000059.txt ( ) — 215KB
• ip-20250820.xsd (EX-101.SCH) — 2KB
• ip-20250820_def.xml (EX-101.DEF) — 14KB
• ip-20250820_lab.xml (EX-101.LAB) — 25KB
• ip-20250820_pre.xml (EX-101.PRE) — 15KB
• ip-20250820_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On Aug ust 20, 2025, Intern ational Paper Company, a New York corporation (the "Company"), International Paper Holdings (Luxembourg) S. r.l., private limited liability company ( socit responsabilit limite ) organized and existing under the laws of the Grand Duchy of Luxembourg ("IP Lux Holdings"), English Oak, LLC, a Delaware limited liability company ("English Oak," and together with the Company and IP Lux Holdings, the "Sellers"), Absorbent Fiber Topco, Inc., a Delaware corporation ("Parent"), Absorbent Fiber Bidco, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Paper Acquisition US") and Absorbent Fiber Acquisitions Canada, Ltd., an Alberta corporation and a direct wholly owned subsidiary of Paper Acquisition US ("Paper Acquisition Canada," and together with Paper Acquisition US, collectively, "Buyer"), entered into a Securities Purchase Agreement (the "Sale Agreement"), pursuant to which, among other things, the Sellers will sell to Buyer all of the issued and outstanding equity interests of GCF US Holdings LLC, a Delaware limited liability company, GCF (Asia) Limited, a Hong Kong limited company, International Paper Cellulose Fibers (Poland) sp. z o.o., a limited liability company ( spka z ograniczon odpowiedzialnoci ) organized and existing under the laws of the Republic of Poland and International Paper Canada Pulp Holdings ULC, an unlimited liability corporation organized under the laws of the Province of Alberta, which entities represent all of the Company's Global Cellulose Fibers ("GCF") business (the "Transaction"). Pursuant to the Sale Agreement, Buyer will acquire the Company's GCF business for a purchase price of $1.5 billion, which is subject to certain closing adjustments, and includes the issuance by Parent to the Company of preferred stock of Parent with an aggregate initial liquidation preference of $190 million. The consummation of the Transaction is su

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. In connection with the Transaction, on August 20, 2025, the Company determined that it expects to incur a non-cash impairment charge between approximately $700 million and $900 million, as a result of the sale price compared to the estimate of the current net asset value of the GCF business. The Company expects that the non-cash impairment charge will be recorded in the quarter ending September 30, 2025. The GCF business will be classified as held for sale in the balance sheet as of September 30, 2025, and the current and historical operating results of the GCF business will be treated as a discontinued operation, including the impairment charge recognized in the quarter ending September 30, 2025. The estimated non-cash impairment charge reflects the Company's best estimate as of the date of this Current Report on Form 8-K; however, the Company continues to evaluate the amount of the impairment, and the non-cash impairment charge recorded in the quarter ending September 30, 2025 could differ from the Company's preliminary estimate.

06 Material Impairments

Item 2.06 Material Impairments. The information disclosed in Item 2.05 of this Current Report on Form 8-K is incorporated by reference into this Item 2.06.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Transaction, Clayton R. Ellis, Senior Vice President – Global Cellulose Fibers, is expected to depart the Company effective as of the closing of the Transaction and to assume a position at the GCF business.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K that are not historical in nature may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by the use of forward-looking or conditional words such as "expects," "anticipates," "believes," "estimates," "could," "should," "can," "forecast," "outlook," "intend," "look," "may," "will," "remain," "confident," "commit" and "plan" or similar expressions. These statements are not guarantees of future performance and reflect management's current views and speak only as to the dates the statements are made and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Factors which could cause actual results to differ include, among others, those discussed under "Risk Factors" in our most recent SEC filed quarterly or annual report, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Sale Agreement; the outcome of any legal proceedings that may be instituted against the parties to the Transaction; the failure to obtain necessary regulatory approvals; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the value of asset impairment charges arising from or in connection with the Transaction; diversion of management's attention from ongoing business operations and

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On Au gust 21, 202 5, the Company issued a press release announcing the signing of the Sale Agreement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 99.1 Press Release dated August 2 1 , 2025. 104 The cover page from this Current Report on Form 8-K, formatted as inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. International Paper Company Date: 8/21/2025 By: /s/ Joseph R. Saab Name: Joseph R. Saab Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR