Sylvamo (SLVM) 10-12B/ARegistration of securities (amended)

As filed with the U.S. Securities and Exchange Commission on August 23, 2021

File No. 001-40718

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

SYLVAMO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

901-419-9000

(Registrant’s Telephone Number, Including Area Code)

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

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

None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.  ☐

Sylvamo Corporation

Information Required in Registration Statement

Cross-Reference Sheet Between the Items of Form 10 and the Information Statement

Certain information required to be included in this Form 10 is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “information statement”). None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “The Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements and Information.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Financing Arrangements,” “Capitalization,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Business—Properties.” That section is incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Executive Compensation.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Distribution—Relationships Between Sylvamo and International Paper Following the Distribution,” “Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “The Distribution—Trading Prior to the Distribution Date” and “—Listing and Trading of the Shares of Sylvamo Common Stock,” “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation,” “Shares Eligible for Future Sale” and “Dividend Policy.” Those sections are incorporated herein by reference.

In the three years preceding the filing of this registration statement, the registrant has not sold any securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), except for the issuance of 100 shares of common stock, par value $1.00 per share, of the registrant to International Paper Company for aggregate consideration of $100 on April 13, 2021, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Certain Relationships and Related Person Transactions” and “Description of Capital Stock—Limitation of Liability and Indemnification of Officers and Directors.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.

Not applicable.

The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.