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): March 7, 2022
 
SYLVAMO CORPORATION
(Exact name of registrant as specified in its charter)
 
Commission file number 001-40718
 
Delaware
86-2596371
(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) 519-8000
 
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, $1.00 per share par value
SLVM
New York 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. ☐
EXPLANATORY NOTE
 
The information in this Report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K. Such information 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 of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such filing.
 
SECTION 7.01. REGULATION FD DISCLOSURE.
 
On March 7, 2022, Sylvamo Corporation (the “Company”) issued a news release announcing that it is beginning an orderly suspension of operations in Russia. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the news release.
 
 On February 11, 2022, the Company provided earnings guidance for the first quarter of 2022. The estimates included in such guidance were current as of the date given and are not being updated or reaffirmed hereby.
 
SECTION 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits.
 
Exhibit
Number
Description
   
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Sylvamo Corporation
     
Date: March 7, 2022
  
/s/ Matthew L. Barron
 
Name:
Matthew L. Barron
 
Title:
Senior Vice President and General Counsel


Exhibit 99.1

Sylvamo to Suspend Russian Operations

MEMPHIS, Tenn.--(BUSINESS WIRE)--March 7, 2022--Sylvamo (NYSE: SLVM) is beginning an orderly suspension of operations in Russia. The suspension will focus on employee and contractor safety and environmental stewardship. It will be conducted in a manner to allow a resumption of full operations in an environment consistent with the company’s values.

“We are suspending operations in Russia,” said Jean-Michel Ribiéras, chairman and chief executive officer. “We are appalled by the suffering and loss of lives in Ukraine, and we continue to hope for an immediate cease-fire agreement and diplomatic resolution.”

The company is also announcing a $250,000 donation to the International Committee of the Red Cross to assist the people of Ukraine.

Sylvamo will continue to assess various options for its operations in Russia, which could include a sale or exit. The company will continue adhering to imposed legal restrictions and government sanctions. The announcement does not imply that Sylvamo is initiating any bankruptcy or liquidation proceedings in Russia.

Earnings Guidance

On Feb. 11, 2022, Sylvamo provided earnings guidance for the first quarter of 2022. The estimates included in such guidance were current as of the date given and are not being updated or reaffirmed by this news release.

About Sylvamo

Sylvamo (NYSE: SLVM) is the world’s paper company with mills in Europe, Latin America and North America. Our vision is to be the employer, supplier and investment of choice. We transform renewable resources into papers that people depend on for education, communication and entertainment. Headquartered in Memphis, Tennessee, we employ more than 7,500 colleagues. Net sales for 2021 were $3.5 billion. For more information, please visit Sylvamo.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements relating to the manner in which the operations in Russia will be suspended, the focus of the suspension, our ability to resume operations in Russia, our continued assessment of options in Russia, including a sale or an exit, and our continued adherence to imposed legal restrictions and government sanctions. These forward-looking statements reflect Sylvamo’s current intentions, expectations or beliefs. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning. Forward-looking statements include all statements that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Sylvamo does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Contacts

Adam Ghassemi
901-419-4436
[email protected]