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	18/07/2024
(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:	6,096,029	1.75	1,067,988	0.31
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	450,000	0.13	150,000	0.04
TOTAL:	6,546,029	1.88	1,217,988	0.35

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	1,167	USD 45.69
$ Common Stock	Sale	6,726	USD 45.70
$ Common Stock	Purchase	2,497	USD 45.71
$ Common Stock	Sale	802	USD 45.74
$ Common Stock	Purchase	2,564	USD 45.75
$ Common Stock	Sale	41,312	USD 45.75
$ Common Stock	Sale	290	USD 45.75
$ Common Stock	Sale	3,303	USD 45.76
$ Common Stock	Purchase	1,415	USD 45.77
$ Common Stock	Purchase	176	USD 45.78
$ Common Stock	Purchase	4,155	USD 45.78
$ Common Stock	Sale	75	USD 45.78
$ Common Stock	Purchase	24	USD 45.79
$ Common Stock	Purchase	800	USD 45.79
$ Common Stock	Purchase	3,325	USD 45.79
$ Common Stock	Purchase	116	USD 45.80
$ Common Stock	Purchase	621	USD 45.80
$ Common Stock	Purchase	45	USD 45.80
$ Common Stock	Sale	5,357	USD 45.81
$ Common Stock	Sale	22	USD 45.81
$ Common Stock	Sale	43	USD 45.81
$ Common Stock	Sale	100	USD 45.82
$ Common Stock	Sale	123	USD 45.82
$ Common Stock	Sale	56	USD 45.82
$ Common Stock	Purchase	604	USD 45.83
$ Common Stock	Sale	124	USD 45.84
$ Common Stock	Sale	32,215	USD 45.84
$ Common Stock	Purchase	3,507	USD 45.84
$ Common Stock	Sale	3	USD 45.86
$ Common Stock	Purchase	1,476	USD 45.86
$ Common Stock	Purchase	66	USD 45.87
$ Common Stock	Sale	548	USD 45.87
$ Common Stock	Sale	4,050	USD 45.87
$ Common Stock	Sale	22	USD 45.87
$ Common Stock	Sale	3,019	USD 45.88
$ Common Stock	Sale	95,400	USD 45.88
$ Common Stock	Sale	1,314	USD 45.88
$ Common Stock	Sale	25,700	USD 45.88
$ Common Stock	Sale	3,651	USD 45.88
$ Common Stock	Purchase	3,100	USD 45.89
$ Common Stock	Sale	807	USD 45.89
$ Common Stock	Sale	19,181	USD 45.89
$ Common Stock	Sale	11,353	USD 45.89
$ Common Stock	Sale	665	USD 45.90
$ Common Stock	Purchase	347	USD 45.90
$ Common Stock	Purchase	33,974	USD 45.91
$ Common Stock	Purchase	7,638	USD 45.91
$ Common Stock	Sale	44	USD 45.92
$ Common Stock	Sale	14,628	USD 45.93
$ Common Stock	Purchase	538	USD 45.93
$ Common Stock	Sale	8,003	USD 45.94
$ Common Stock	Purchase	11,201	USD 45.94
$ Common Stock	Sale	116	USD 45.94
$ Common Stock	Purchase	12,101	USD 45.95
$ Common Stock	Purchase	7,758	USD 45.95
$ Common Stock	Sale	354	USD 45.95
$ Common Stock	Purchase	196	USD 45.97
$ Common Stock	Purchase	3	USD 45.98
$ Common Stock	Sale	1,853	USD 45.99
$ Common Stock	Purchase	856	USD 46.04
$ Common Stock	Purchase	247	USD 46.05
$ Common Stock	Sale	152	USD 46.05
$ Common Stock	Purchase	601	USD 46.06
$ Common Stock	Sale	5,188	USD 46.07
$ Common Stock	Sale	5,478	USD 46.07
$ Common Stock	Sale	143	USD 46.07
$ Common Stock	Sale	75	USD 46.17
$ Common Stock	Sale	82	USD 46.17

(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	Call option	Selling	150,000	USD 45	American	19/07/2024	USD 1.18
$ Common Stock	Call option	Selling	150,000	USD 45	American	19/07/2024	USD 0.91
$ Common Stock	Call option	Purchasing	150,000	USD 49	American	26/07/2024	USD 0.26
$ Common Stock	Call option	Purchasing	150,000	USD 50	American	18/10/2024	USD 1.15

(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:	19/07/2024
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	Call Option	Purchased	150,000	USD 49	American	26/07/2024
$ common stock	Call Option	Purchased	300,000	USD 42.50	American	18/10/2024
$ common stock	Call Option	Written	150,000	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: 1241203

Time of Receipt (offset from UTC): 20240719T161754+0100