Form 8.3 - International Paper Company

LONDON, May 21, 2024--(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	20/05/2024
(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:	4,466,854	1.29	512,971	0.15
(2) Cash-settled derivatives:	598	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	480,000	0.13	300,000	0.08
TOTAL:	4,947,452	1.42	812,971	0.23

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	Sale	24,201	USD 41.22
$ Common Stock	Sale	2,236	USD 41.25
$ Common Stock	Purchase	21	USD 40.95
$ Common Stock	Sale	2	USD 41.18
$ Common Stock	Purchase	268	USD 41.07
$ Common Stock	Sale	30,000	USD 41.20
$ Common Stock	Sale	325	USD 40.96
$ Common Stock	Sale	24,379	USD 41.18
$ Common Stock	Purchase	49	USD 40.73
$ Common Stock	Purchase	151	USD 41.18
$ Common Stock	Purchase	81	USD 41.10
$ Common Stock	Purchase	13	USD 41.10
$ Common Stock	Sale	7,256	USD 41.08
$ Common Stock	Sale	1	USD 41.03
$ Common Stock	Sale	2,462	USD 41.05
$ Common Stock	Purchase	1,477	USD 41.10
$ Common Stock	Sale	2,112	USD 41.10
$ Common Stock	Purchase	5	USD 41.22
$ Common Stock	Purchase	1,300	USD 41.08
$ Common Stock	Sale	2,204	USD 41.07
$ Common Stock	Sale	3,228	USD 41.10
$ Common Stock	Sale	391	USD 41.10
$ Common Stock	Sale	36	USD 40.99
$ Common Stock	Sale	4,057	USD 41.08
$ Common Stock	Sale	1,408	USD 41.28
$ Common Stock	Sale	42	USD 41.25
$ Common Stock	Sale	1,729	USD 41.14
$ Common Stock	Purchase	56	USD 41.15
$ Common Stock	Sale	840	USD 41.14
$ Common Stock	Purchase	138	USD 41.00
$ Common Stock	Purchase	432	USD 41.06
$ Common Stock	Sale	25,000	USD 41.06
$ Common Stock	Sale	1,841	USD 41.15
$ Common Stock	Purchase	1	USD 41.08
$ Common Stock	Purchase	71	USD 41.12
$ Common Stock	Purchase	31	USD 41.08
$ Common Stock	Purchase	138	USD 41.06
$ Common Stock	Sale	2,585	USD 41.15
$ Common Stock	Purchase	93	USD 41.16
$ Common Stock	Purchase	11	USD 40.98
$ Common Stock	Purchase	8,498	USD 41.08
$ Common Stock	Sale	59	USD 41.18
$ Common Stock	Purchase	181	USD 41.09
$ Common Stock	Sale	89	USD 41.14
$ Common Stock	Sale	21	USD 41.06
$ Common Stock	Sale	825	USD 41.05
$ Common Stock	Sale	12,303	USD 41.09
$ Common Stock	Sale	2,495	USD 41.20
$ Common Stock	Purchase	84	USD 41.11
$ Common Stock	Purchase	14	USD 41.09
$ Common Stock	Sale	75	USD 41.08
$ Common Stock	Sale	377	USD 41.08
$ Common Stock	Sale	28	USD 41.18
$ Common Stock	Purchase	57	USD 41.24
$ Common Stock	Purchase	53	USD 41.11
$ Common Stock	Purchase	798	USD 41.14
$ Common Stock	Sale	39	USD 41.20
$ Common Stock	Sale	1,464	USD 41.13
$ Common Stock	Purchase	138	USD 41.07
$ Common Stock	Purchase	2	USD 41.14
$ Common Stock	Purchase	1,503	USD 41.07
$ Common Stock	Sale	30,369	USD 41.11
$ Common Stock	Sale	44	USD 41.11
$ Common Stock	Sale	24	USD 41.10
$ Common Stock	Sale	21	USD 40.96

(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

(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:	21/05/2024
Contact name:	Jack Satt
Telephone number*:	+44 208 164 3693

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 +44 (0)20 7638 0129.

*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 SELL 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	180,000	USD 42.50	American	21/06/2024
$ common stock	Call Option	Purchased	300,000	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 SELL 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 +44 (0)20 7638 0129.

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20240521396003/en/

Contacts

Balyasny Asset Management LP