International Paper (NYSE: IP) exits Global Cellulose Fibers in $1.5B sale

Rhea-AI Filing Summary

International Paper Company completed the sale of its entire Global Cellulose Fibers business to funds affiliated with American Industrial Partners. The transaction transfers all equity interests in the company’s cellulose fibers entities in the U.S., Asia, Poland and Canada.

The buyer is paying a total purchase price of $1.5 billion, which includes preferred stock of Absorbent Fiber Topco, Inc. with an aggregate initial liquidation preference of $190 million issued to International Paper. The sale closed on January 23, 2026 under a Securities Purchase Agreement originally signed on August 20, 2025 and later amended. International Paper also issued a press release announcing the closing.

Insights

M&A and corporate strategy analyst

International Paper exits its Global Cellulose Fibers business for $1.5B.

International Paper Company has closed the previously announced divestiture of its entire Global Cellulose Fibers business to funds affiliated with American Industrial Partners. The transaction covers multiple legal entities across the U.S., Asia, Poland and Canada, meaning International Paper is stepping out of this product line as an operating segment.

The consideration totals $1.5 billion, including preferred stock of Absorbent Fiber Topco, Inc. with an initial liquidation preference of $190 million issued to International Paper. This structure mixes cash and a continuing financial interest via preferred equity in the buyer’s holding company. The move aligns with a portfolio reshaping strategy, with the ultimate financial impact depending on how International Paper reallocates proceeds and how the preferred stake performs over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 23, 2026

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157

 

New York			13-0872805
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)
6400 Poplar Avenue, Memphis, Tennessee			38197
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code: (901) 419-9000

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $1 per share par value			IP			New York Stock Exchange
Common Stock, $1 per share par value			IPC			London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 23, 2026, International Paper Company, a New York corporation (the “Company”), completed the previously announced sale to funds affiliated with American Industrial Partners (“Buyer”) of 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 (spółka z ograniczoną odpowiedzialnością) 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 and upon the terms and subject to the conditions set forth in, the Securities Purchase Agreement, dated as of August 20, 2025, as amended, among the Company and certain parties thereto (the “Sale Agreement”).

Pursuant to the Sale Agreement, Buyer acquired the Company’s GCF business for a purchase price of $1.5 billion, which includes the issuance to the Company of preferred stock of Absorbent Fiber Topco, Inc. (“Parent”) with an aggregate initial liquidation preference of $190 million.

The foregoing description of the Sale Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Sale Agreement, a copy of which was filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 30, 2025.

Item 7.01 Regulation FD Disclosure.

On January 23, 2026, the Company issued a press release announcing the closing of the Transaction. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release dated January 23, 2026.
104						The cover page from this Current Report on Form 8-K, formatted as inline XBRL.

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:

January 23, 2026

By:

/s/ Joseph R. Saab

Name:

Joseph R. Saab

Title:

Senior Vice President, General Counsel and Corporate Secretary

FAQ

What major transaction did International Paper (IP) announce in this 8-K?

International Paper completed the sale of all equity interests representing its entire Global Cellulose Fibers (GCF) business to funds affiliated with American Industrial Partners on January 23, 2026.

How much did International Paper receive for its Global Cellulose Fibers business?

The buyer agreed to a total purchase price of $1.5 billion for International Paper’s Global Cellulose Fibers business.

What form of consideration did International Paper receive in the GCF sale?

The consideration includes preferred stock of Absorbent Fiber Topco, Inc. with an aggregate initial liquidation preference of $190 million, as part of the overall $1.5 billion purchase price.

Who acquired International Paper’s Global Cellulose Fibers business?

Funds affiliated with American Industrial Partners acquired International Paper’s Global Cellulose Fibers business pursuant to a Securities Purchase Agreement dated August 20, 2025, as amended.

Which entities were included in the Global Cellulose Fibers sale by International Paper (IP)?

The sale included equity interests in GCF US Holdings LLC, GCF (Asia) Limited, International Paper Cellulose Fibers (Poland) sp. z o.o., and International Paper Canada Pulp Holdings ULC.

Did International Paper issue a press release about the Global Cellulose Fibers transaction?

Yes. International Paper issued a press release on January 23, 2026 announcing the closing of the Global Cellulose Fibers business sale, furnished as Exhibit 99.1.