Unisource Worldwide, Inc. and xpedx Agree to Merge - Seite 2

Following the spinoff of the new company to International Paper shareholders, UWW Holdings, Inc. will immediately thereafter merge with and into the new company. Immediately following such a merger, Unisource will merge with xpedx. In connection with the merger, the shares of UWW Holdings, Inc., will be converted into a number of shares of the new company such that, following the merger, approximately 51 percent of shares of the new public company will be owned by International Paper shareholders, with the remaining approximately 49 percent of shares held by a new holding company, UWW Holdings, LLC. The new company intends to apply to list its shares for trading on the New York Stock Exchange. UWW Holdings, LLC may request to register its shares of the new company with the SEC for resale beginning 180 days following the closing of the merger, pursuant to the terms of a Registration Rights Agreement to be entered into between the new company and UWW Holdings, LLC.

To finance the cash payment to International Paper and refinance existing debt of Unisource, the new company has entered into a commitment with three banks for $1.4 billion of asset-backed financing. The new company's debt-to-EBITDA ratio is targeted to be in the range of 4-5. The new company will be well positioned to generate solid cash flow for operations and reinvestment in the business while adequately servicing its debt.

The new company's executive offices will be located in the greater Atlanta area. In addition, the new company will retain the two existing operational headquarters of the legacy companies in Norcross, Ga., and Loveland, Ohio.

Leadership & Governance

Mary Laschinger, currently president, xpedx, and senior vice president, International Paper, will be the chief executive officer of the new company and chairman of its board of directors. Dragone will serve as a director of the new company and will advise on integration activities. The other directors will be:

• Lead Director William E. Mitchell, retired chairman and chief executive officer, Arrow Electronics, Inc. and founder of Sequel Capital Management, LLC
• Daniel T. Henry, retired executive vice president and chief financial officer, American Express
• Tracy Leinbach, retired executive vice president and CFO, Ryder System, Inc.
• John Zillmer, retired chairman, president and chief executive officer, Univar, Inc.
• Michael Muldowney, former CFO and interim CEO of Houghton Mifflin Harcourt Publishing Co., and founder and CEO of Foxford Capital, LLC
• Charles G. Ward, partner, Perella Weinberg Partners, and former president, Lazard Ltd.
• Seth Meisel, managing director, Bain Capital

Barclays and Goldman Sachss & Co. are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal counsel, to UWW Holdings LLC.