ACR Group Paper Holdings JR LP - 21 Apr 2022 Form 3/A - Amendment Insider Report for Sylvamo Corp (SLVM)

Footnote F1

ACR Group Paper Holdings JR LP, a Delaware limited partnership ("ACR GPH JR"), is the direct beneficial owner of 6,312,454 shares of common stock, par value $1.00 per share (the "Common Stock"), of Sylvamo Corporation (the "Issuer").

Footnote F2

ACR Group Paper Holdings JR GP LLC, a Delaware limited liability company ("ACR GPH JR GP"), is the general partner of ACR GPH JR. ACR Group Paper Holdings LP, a Delaware limited partnership ("ACR GPH"), is the sole member of ACR GPH JR GP. Atlas Capital GP IV LP, a Delaware limited partnership ("AC GP IV"), is the general partner of ACR GPH. Atlas Capital Resources GP IV LLC, a Delaware limited liability company ("ACR GP IV"), is the general partner of AC GP IV. ACR GPH JR, ACR GPH JR GP, ACR GPH, AC GP IV, and ACR GP IV are collectively referred to as the "Atlas Entities." Andrew M. Bursky and Timothy J. Fazio are each a manager and Managing Partner of ACR GP IV, and may be deemed to control the Atlas Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Bursky, Mr. Fazio, and the Atlas Entities (aside from ACR GPH JR)

Footnote F3

(Continued from footnote 2) may be deemed to have an indirect pecuniary interest in the shares of the Common Stock of the Issuer that are held by ACR GPH JR. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

Footnote F4

These cash-settled equity swaps can be settled at any time prior to the expiration date.

Footnote F5

The swap agreement held by ACR GPH JR represents economic exposure to an aggregate of 2,150,000 notional shares of Common Stock of the Issuer (the "Swap Agreement"). The Swap Agreement provides ACR GPH JR with economic results that are comparable to the economic results of ownership but does not provide it with the power, directly or indirectly, to vote or direct the voting or to dispose or direct the disposition of the shares of Common Stock of the Issuer that are the subject of the Swap Agreement.

Footnote F6

Upon settlement of the Swap Agreement, either (i) the counterparty will pay to the Reporting Persons in cash an amount determined in part by reference to any increase between the initial reference price set forth in column 4 of Table II and the market value of the reference shares of Common Stock set forth in column 3 of Table II on the applicable expiration date set forth in column 2 of Table II or (ii) the Reporting Persons will pay to the counterparty in cash an amount determined in part by reference to any decrease between the initial reference price set forth in column 4 of Table II and the market value of the reference shares of Common Stock set forth in column 3 of Table II on the applicable expiration date set forth in column 2 of Table II.