Form 8.3 - International Paper Company

LONDON--(BUSINESS WIRE)-- 

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Balyasny Asset Management LP
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	International Paper Company
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	18/06/2024
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	YES:   DS Smith plc

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	$ common stock ISIN: US4601461035
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	4,607,240	1.33	445,196	0.13
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	820,500	0.23	1,000,000	0.28
TOTAL:	5,427,740	1.56	1,445,196	0.41

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
$ Common Stock	Purchase	1,830	USD 45.48
$ Common Stock	Purchase	1,393	USD 45.51
$ Common Stock	Purchase	29	USD 45.52
$ Common Stock	Purchase	1,912	USD 45.52
$ Common Stock	Purchase	18,927	USD 45.58
$ Common Stock	Sale	400	USD 45.59
$ Common Stock	Sale	233	USD 45.60
$ Common Stock	Purchase	172	USD 45.69
$ Common Stock	Sale	1	USD 45.70
$ Common Stock	Sale	2,135	USD 45.70
$ Common Stock	Sale	202	USD 45.71
$ Common Stock	Purchase	1,882	USD 45.71
$ Common Stock	Purchase	3,400	USD 45.72
$ Common Stock	Purchase	5,443	USD 45.72
$ Common Stock	Purchase	27	USD 45.72
$ Common Stock	Sale	488	USD 45.73
$ Common Stock	Purchase	2,624	USD 45.73
$ Common Stock	Sale	448	USD 45.74
$ Common Stock	Sale	54	USD 45.79
$ Common Stock	Purchase	805	USD 45.83
$ Common Stock	Purchase	508	USD 45.85
$ Common Stock	Sale	269	USD 45.90
$ Common Stock	Purchase	8,000	USD 45.92
$ Common Stock	Sale	308	USD 45.94
$ Common Stock	Sale	100	USD 45.95
$ Common Stock	Purchase	104	USD 45.96
$ Common Stock	Purchase	80	USD 45.96
$ Common Stock	Sale	590	USD 45.97
$ Common Stock	Purchase	82	USD 45.98
$ Common Stock	Purchase	19	USD 45.99
$ Common Stock	Purchase	50	USD 46.02
$ Common Stock	Sale	518	USD 46.06
$ Common Stock	Purchase	606	USD 46.11
$ Common Stock	Sale	93	USD 46.16
$ Common Stock	Purchase	94,409	USD 46.17
$ Common Stock	Purchase	1,100	USD 46.17
$ Common Stock	Sale	259	USD 46.17
$ Common Stock	Purchase	876	USD 46.18
$ Common Stock	Purchase	6,404	USD 46.18
$ Common Stock	Purchase	6,834	USD 46.19
$ Common Stock	Sale	1,100	USD 46.19
$ Common Stock	Purchase	32,254	USD 46.19
$ Common Stock	Purchase	4,639	USD 46.20
$ Common Stock	Sale	18,658	USD 46.21
$ Common Stock	Purchase	6,501	USD 46.21
$ Common Stock	Purchase	23	USD 46.21
$ Common Stock	Purchase	47	USD 46.21
$ Common Stock	Sale	1,835	USD 46.21
$ Common Stock	Sale	13,301	USD 46.21
$ Common Stock	Purchase	1,968	USD 46.21
$ Common Stock	Purchase	13,500	USD 46.21
$ Common Stock	Sale	1,145	USD 46.21
$ Common Stock	Sale	5,360	USD 46.22
$ Common Stock	Purchase	7,435	USD 46.22
$ Common Stock	Purchase	209	USD 46.23
$ Common Stock	Sale	25	USD 46.23
$ Common Stock	Purchase	647	USD 46.24
$ Common Stock	Purchase	600	USD 46.24
$ Common Stock	Sale	31	USD 46.24
$ Common Stock	Sale	51	USD 46.24
$ Common Stock	Purchase	172	USD 46.25
$ Common Stock	Purchase	38	USD 46.25
$ Common Stock	Purchase	27	USD 46.25
$ Common Stock	Purchase	206	USD 46.25
$ Common Stock	Sale	8,688	USD 46.26
$ Common Stock	Purchase	96	USD 46.27
$ Common Stock	Sale	79	USD 46.27
$ Common Stock	Purchase	126	USD 46.31
$ Common Stock	Purchase	8,783	USD 46.32
$ Common Stock	Purchase	462	USD 46.33
$ Common Stock	Sale	77	USD 46.34

(b) Cash-settled derivative transactions

Class of relevant security

Product description e.g. CFD

Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, Selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, Selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
$ Common Stock	Put option	Selling	350,000	USD 43	American	21/06/2024	USD 0.06
$ Common Stock	Put option	Purchasing	350,000	USD 42.50	American	19/07/2024	USD 0.94
$ Common Stock	Call option	Purchasing	125,000	USD 50	American	18/10/2024	USD 1.90

(ii) Exercise

Class of relevant security

Product description e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing e.g. subscription, conversion

Details

Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

Yes

Date of disclosure:	19/06/2024
Contact name:	Jack Satt
Telephone number*:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel’s Market Surveillance Unit.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SALE ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Full name of person making disclosure:	Balyasny Asset Management LP
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	International Paper Company

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
$ common stock	Put Option	Written	99,200	USD 38	American	21/06/2024
$ common stock	Call Option	Purchased	180,000	USD 42.50	American	21/06/2024
$ common stock	Call Option	Purchased	116,300	USD 45	American	21/06/2024
$ common stock	Put Option	Purchased	350,000	USD 43	American	21/06/2024
$ common stock	Put Option	Purchased	350,000	USD 42.50	American	19/07/2024
$ common stock	Call Option	Purchased	425,000	USD 42.50	American	18/10/2024
$ common stock	Call Option	Written	300,000	USD 50	American	18/10/2024

3. AGREEMENTS TO PURCHASE OR SALE ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Category Code: RET

Sequence Number: 1237165

Time of Receipt (offset from UTC): 20240619T151119+0100