International Paper Announces the Record Date and Distribution Date in Connection with the Spin-off of its xpedx Distribution Business
11 June 2014
MEMPHIS, Tenn., June 10, 2014 Financial news.
International Paper announces details regarding the spinoff of its distribution solutions business, xpedx
As previously announced, immediately following the spinoff of the xpedx business to International Paper shareholders, UWW Holdings, Inc., the parent company of Unisource Worldwide, Inc. will merge with and into the xpedx business to form a new, publicly-traded company, Veritiv Corporation, to be listed on the New York Stock Exchange . Immediately after the spinoff and the merger, Veritiv will own and operate the combined distribution solutions businesses of xpedx and Unisource.
The International Paper board of directors has declared a pro rata distribution to International Paper shareholders of 8,160,000 shares of Veritiv common stock, representing all the shares of common stock of Veritiv outstanding prior to the merger. The distribution is subject to the satisfaction or waiver of certain conditions. Each holder of shares of International Paper common stock outstanding as of 5:00 p.m. New York City time on June 20, 2014, the record date set byInternational Paper's board of directors, will be entitled to receive a number of shares of Veritiv common stock on the distribution date, July 1, 2014. Based on the number of International Paper shares currently outstanding, the distribution ratio is expected to be approximately 0.0188 shares of Veritiv common stock for each share of International Paper common stock. International Paper will announce the definitive distribution ratio promptly after the record date.
International Paper shareholders will not receive fractional shares of Veritiv common stock. Instead, fractional shares of Veritiv 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 Veritiv common stock.
Veritiv common stock is expected to begin trading on a "when-issued" basis on the NYSE under the symbol "VRTV WI" beginning on June 18, 2014. On July 2, 2014, "regular way" trading under the symbol "VRTV" is expected to begin. The CUSIP number for the Veritiv common stock will be 923454 102 when regular way trading begins.
International Paper has been advised by the NYSE that from June 18, 2014 through the distribution date, there will be two markets for International Paper common stock: a "regular way" market and an "ex-distribution" market. Shares ofInternational Paper common stock will continue to trade "regular way" on the NYSE under the symbol "IP" through the distribution date of July 1, 2014 and thereafter. Any holders of shares of International Paper common stock who sellInternational Paper shares regular way on or before July 1, 2014 will also be selling their right to receive shares of Veritiv common stock. Additionally, holders of shares of International Paper common stock who sell in the "ex-distribution" market on or before July 1, 2014 (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 Veritiv common stock in the spinoff distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Veritiv common stock on or before the distribution date.
No action or payment is required by International Paper shareholders to receive the shares of Veritiv common stock in the spinoff distribution. Shareholders who hold International Paper common stock on the record date will receive a book-entry account statement reflecting their ownership of Veritiv common stock or their brokerage account will be credited with the Veritiv shares.
The receipt of Veritiv 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 Veritiv 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.
ENDS
About International Paper
International Paper (NYSE: IP) is a global leader in packaging and paper with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include industrial and consumer packaging and uncoated papers, complemented by xpedx, the company's North American distribution company. Headquartered in Memphis, Tenn., the company employs approximately 70,000 people and is strategically located in more than 24 countries serving customers worldwide. International Paper net sales for 2013 were $29 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.
Media: Thomas J. Ryan, 901-419-4333; Investors: Jay Royalty, 901-419-1731; Michele Vargas, 901-419-7287. For Veritiv: Neil Russell, Senior Vice President, Corporate Affairs, Veritiv Corporation, 513-965-2790
