01—Abstract
Summary
Summary of the 8-K filed August 21, 2025. Cited figures are marked; the original filing is the authoritative source.
International Paper entered into a Securities Purchase Agreement on August 20, 2025 to sell its Global Cellulose Fibers (GCF) business to a buyer group formed by Absorbent Fiber Topco, Inc. (an affiliate of American Industrial Partners, per the press release).
The purchase price is $1.5 billiona, subject to closing adjustments, and includes preferred stock issued by the buyer parent with an aggregate initial liquidation preference of $190 million. Closing requires customary conditions, including HSR Act clearance and approval under the Competition Act (Canada). Either party may terminate if the deal has not closed by February 20, 2026, with the date extended to May 20, 2026 if only the competition approvals remain outstanding.
A $85 millionb termination fee is payable to the company under specified circumstances. The company expects to record a non-cash impairment charge of approximately $700 million to $900 million in the quarter ending September 30, 2025, reflecting the sale price compared with the estimated current net asset value of the GCF business. The GCF business will be classified as held for sale and reported as a discontinued operation beginning with the September 30, 2025 balance sheet.
The company notes the final charge could differ from this preliminary estimate. Separately, the press release announces North American packaging actions: a $250 millionc investment to convert the #16 machine at the Riverdale mill in Selma, Ala. to produce containerboard, and the permanent closure of the Savannah, Ga. containerboard mill and packaging facility and the Riceboro, Ga. containerboard and timber and lumber mills. These actions affect approximately 1,100 hourly and salaried positions and are expected to reduce annual containerboard capacity by approximately one million tons.
The filing also reports that Clayton R. Ellis, Senior Vice President – Global Cellulose Fibers, is expected to depart the company at closing and assume a role at the GCF business.
02—Key points
Key Highlights
- Sale of Global Cellulose Fibers business for $1.5 billion, subject to closing adjustments, including preferred stock of the buyer parent with an aggregate initial liquidation preference of $190 million
- Estimated non-cash impairment charge of approximately $700 million to $900 million, expected to be recorded in the quarter ending September 30, 2025
- GCF to be classified as held for sale and reported as a discontinued operation, with results for the business treated accordingly going forward
- $85 million termination fee payable to the company by the buyer upon termination under specified circumstances
- Closing conditioned on HSR Act waiting period expiration and Competition Act (Canada) approval; End Date of February 20, 2026, extendable to May 20, 2026 if only competition approvals are outstanding
- GCF generated $2.8 billion in revenue in 2024 and has 3,300 employees globally, with nine manufacturing facilities
- North American packaging actions include a $250 million Riverdale mill conversion and closures affecting approximately 1,100 positions, reducing annual containerboard capacity by approximately one million tons
03—Questions
Frequently Asked Questions
How much is International Paper receiving for the GCF business?
The purchase price is $1.5 billion, subject to certain closing adjustments. It includes preferred stock issued by the buyer's parent with an aggregate initial liquidation preference of $190 million.
What charge will International Paper record in connection with the sale?
The company expects a non-cash impairment charge of approximately $700 million to $900 million, reflecting the sale price compared with the estimated current net asset value of the GCF business. It expects to record the charge in the quarter ending September 30, 2025, and notes the final amount could differ from this estimate.
What conditions must be met for the transaction to close, and what is the timeline?
Closing requires customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period and approval under the Competition Act (Canada). Either party may terminate if the deal has not closed by February 20, 2026. If only the competition approvals remain outstanding, the end date extends to May 20, 2026. The press release states the transaction is expected to close by the end of the year, subject to regulatory approvals.
What happens if the deal is terminated?
The Sale Agreement contains additional termination rights for both parties. Upon termination under specified circumstances, the buyer must pay the company a termination fee of $85 million.
What are the operational changes in North America that accompany the sale?
The company will invest $250 million to convert the #16 machine at the Riverdale mill in Selma, Ala. to produce containerboard, with completion expected by the third quarter of 2026. It will permanently close the Savannah, Ga. containerboard mill and packaging facility and the Riceboro, Ga. containerboard and timber and lumber mills, with shutdowns in phases by the end of September 2025. These changes affect approximately 1,100 positions and reduce annual containerboard capacity by approximately one million tons.
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