| Free Writing Prospectus | Filed Pursuant to Rule 433 | |
| (To the Preliminary Prospectus | Registration StatementNo. 333-223170 | |
| Supplement dated May 30, 2019 | ||
| (“Preliminary Prospectus Supplement”)) |
$200,000,000 3.550% Notes Due 2029
FINAL TERM SHEET
May 30, 2019
| Issuer: | International Paper Company | |
| Security: | 3.550% Notes due 2029 | |
| Expected Ratings*: | Moody’s: Baa2 (Stable); Standard & Poor’s: BBB (Stable) | |
| Principal Amount: | $200,000,000 | |
| Trade Date: | May 30, 2019 | |
| Settlement Date: | June 10, 2019 (T+7) | |
| Final Maturity: | June 15, 2029 | |
| Interest Rate: | 3.550% per annum | |
| Benchmark Treasury: | 2.375% UST due May 15, 2029 | |
| Benchmark Treasury Price: | 101-02+ | |
| Benchmark Treasury Yield: | 2.253% | |
| Spread to Benchmark Treasury: | 131 basis points | |
| Yield to Maturity: | 3.563% | |
| Public Offering Price: | 99.891% | |
| Interest Payment Dates: | Semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2019. | |
| Optional Redemption: | Prior to March 15, 2029, at the greater of par and make-whole at Treasury plus 20 basis points, plus accrued and unpaid interest to the date of redemption. On or after March 15, 2029, at par, plus accrued and unpaid interest to the date of redemption. | |
| CUSIP/ISIN: | 460146CT8 / US460146CT89 | |
| Sole Book-Running Manager: | J.P. Morgan Securities LLC | |
Net Proceeds to Issuer | $198,482,000 | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
We expect to deliver the notes against payment by the underwriter on or about June 10, 2019, which will be the seventh business day following the date of the pricing of the notes (such settlement being referred to as “T+7”). Since trades in the secondary market generally settle in two business days, purchasers who wish to trade notes on the date of pricing or the next four succeeding business days will be required, by virtue of the fact the notes initially will settle on T+7, to specify alternative settlement arrangements to prevent a failed settlement.
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 website at www.sec.gov. Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus Supplement if you request it by calling the Sole Book-Running Manager at the number below:
J.P. Morgan Securities LLC 212-834-4533 (collect)
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