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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 6, 2006
(Date of Report)
June 4, 2006
(Date of earliest event reported)
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INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
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NEW YORK 1-3157 13-0872805
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 Atlantic Street
Stamford, Connecticut 06921
(Address and zip code of principal executive offices)
(203) 541-8000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 4, 2006, International Paper Company (the "Company") entered into
an agreement (the "Agreement") to sell its coated and supercalendered papers
business (the "Business") to an affiliate of Apollo Management L.P. ("Apollo").
The Business includes four paper mills located in Jay, Maine; Bucksport, Maine;
Quinnesec, Michigan; and Sartell, Minnesota.
The Agreement is among the Company, CMP Investments LP ("Parent") and CMP
Holdings LLC, an indirect, wholly-owned subsidiary of Parent ("Buyer").
The purchase price consists of approximately $1.37 billion in cash plus a
$29 million, ten percent limited partnership interest in Parent. This interest
includes the right to receive certain additional payments upon the achievement
by Apollo of certain investment return hurdles from the Business. The purchase
price is subject adjustments for working capital and assumed indebtedness.
Consummation of the transaction is subject to customary conditions,
including, but not limited to the expiration or termination of the applicable
Hart-Scott-Rodino waiting period, receipt of certain regulatory approvals and
receipt of financing by the Buyer. The transaction is expected to close in
mid-summer 2006.
Pursuant to the Agreement, the Company agreed to provide indemnification
following closing to the Buyer for certain matters, including for liabilities
that are specifically excluded from the sale transaction, certain environmental
liabilities and breaches of representations, warranties or covenants. The
Company's indemnification obligations for most representations end 18 months
after closing under the Agreement.
The Agreement contains termination rights for the parties, including the
right to terminate if the transaction has not been consummated by the six month
anniversary of the Agreement, subject to an automatic extension for an
additional two months in certain limited circumstances.
The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement,
which is attached as Exhibit 2.1 to this report and is incorporated herein by
reference.
ITEM 8.01 OTHER EVENTS
On June 5, 2006, the Company issued a press release announcing the execution of
the Agreement. The press release is attached as Exhibit 99.1 and is incorporated
herein by reference.
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FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements. These statements reflect
management's current views and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in
these statements. Factors which could cause actual results to differ mainly
relate to: (i) the successful fulfillment (or waiver) of all conditions set
forth in the Agreement; (ii) the successful closing of the transaction within
the estimated timeframe and (iii) with respect to the Company's announced
transactions, the ability of the Company to consummate such transactions and
realize such expected proceeds. We undertake no obligation to publicly update
any forward-looking statements, whether as a result of new information, future
events or otherwise. Other factors that could cause or contribute to actual
results differing materially from such forward looking statements are discussed
in greater detail in the Company's Securities and Exchange Commission filings.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 2.1: Agreement of Purchase and Sale by and between International
Paper Company, CMP Investments LP and CMP Holdings LLC, dated
as of June 4, 2006.
Exhibit 99.1: Press Release issued by International Paper Company, dated
June 5, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL PAPER COMPANY
(Registrant)
By /s/ Maura A. Smith
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Name: Maura A. Smith
Title: Senior Vice President, General
Counsel and Corporate Secretary
Date: June 6, 2006
EXHIBIT INDEX
Exhibit 2.1: Agreement of Purchase and Sale by and between International
Paper Company, CMP Investments LP and CMP Holdings LLC, dated
as of June 4, 2006.
Exhibit 99.1: Press Release issued by International Paper Company, dated
June 5, 2006.