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	22/05/2024
(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:	4,572,561	1.32	402,971	0.11
(2) Cash-settled derivatives:	598	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	721,300	0.20	425,000	0.12
TOTAL:	5,294,459	1.52	827,971	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	198	USD 41.40
$ Common Stock	Purchase	10,000	USD 41.13
$ Common Stock	Sale	339	USD 41.77
$ Common Stock	Sale	498	USD 41.58
$ Common Stock	Purchase	20,000	USD 41.16
$ Common Stock	Sale	376	USD 41.22
$ Common Stock	Sale	740	USD 41.74
$ Common Stock	Purchase	117	USD 41.96
$ Common Stock	Purchase	2,525	USD 41.98
$ Common Stock	Sale	1,200	USD 41.98
$ Common Stock	Sale	3,361	USD 42.02
$ Common Stock	Sale	2	USD 41.21
$ Common Stock	Sale	108	USD 41.19
$ Common Stock	Purchase	1,782	USD 41.64
$ Common Stock	Sale	155	USD 41.33
$ Common Stock	Sale	1,700	USD 41.27
$ Common Stock	Purchase	30,318	USD 41.25
$ Common Stock	Purchase	30,318	USD 41.71
$ Common Stock	Purchase	62	USD 41.25
$ Common Stock	Sale	1,088	USD 41.59
$ Common Stock	Sale	4,293	USD 41.28
$ Common Stock	Sale	28	USD 41.63
$ Common Stock	Purchase	267	USD 41.96
$ Common Stock	Sale	17,323	USD 42.02
$ Common Stock	Sale	8,576	USD 42.10
$ Common Stock	Sale	8	USD 42.10
$ Common Stock	Sale	10,000	USD 42.00
$ Common Stock	Sale	12	USD 41.21
$ Common Stock	Sale	231	USD 41.38
$ Common Stock	Sale	2,800	USD 41.17
$ Common Stock	Purchase	1	USD 41.15
$ Common Stock	Sale	960	USD 41.32
$ Common Stock	Sale	989	USD 41.30
$ Common Stock	Sale	140	USD 41.19
$ Common Stock	Sale	1	USD 41.24
$ Common Stock	Sale	4	USD 41.36
$ Common Stock	Sale	174	USD 42.02
$ Common Stock	Purchase	360	USD 41.00
$ Common Stock	Purchase	125	USD 41.00
$ Common Stock	Sale	454	USD 41.58
$ Common Stock	Sale	177	USD 41.00
$ Common Stock	Sale	177	USD 41.20
$ Common Stock	Sale	34	USD 41.61
$ Common Stock	Purchase	272	USD 41.61
$ Common Stock	Sale	32	USD 41.40
$ Common Stock	Sale	3	USD 41.35
$ Common Stock	Sale	1	USD 41.23
$ Common Stock	Sale	1	USD 41.30
$ Common Stock	Sale	8,300	USD 41.16
$ Common Stock	Sale	1,490	USD 41.31
$ Common Stock	Sale	3,344	USD 41.28
$ Common Stock	Sale	253	USD 41.41
$ Common Stock	Sale	2,318	USD 41.27
$ Common Stock	Sale	132	USD 41.81
$ Common Stock	Sale	14,920	USD 41.43
$ Common Stock	Sale	456	USD 42.02
$ Common Stock	Sale	86	USD 42.10
$ Common Stock	Sale	759	USD 41.34
$ Common Stock	Purchase	726	USD 41.26
$ Common Stock	Sale	6,843	USD 41.23
$ Common Stock	Purchase	367	USD 41.72
$ Common Stock	Sale	630	USD 41.44
$ Common Stock	Sale	176	USD 41.30
$ Common Stock	Sale	3,861	USD 41.71
$ Common Stock	Sale	87	USD 41.69
$ Common Stock	Sale	2,167	USD 41.76
$ Common Stock	Sale	2,978	USD 41.23
$ Common Stock	Purchase	110,000	USD 41.85
$ Common Stock	Purchase	77	USD 41.31
$ Common Stock	Sale	1,873	USD 41.29
$ Common Stock	Sale	2,031	USD 41.79
$ Common Stock	Sale	1,131	USD 41.96
$ Common Stock	Sale	3,983	USD 41.97
$ Common Stock	Sale	2	USD 41.90
$ Common Stock	Sale	128	USD 42.02
$ Common Stock	Sale	1,887	USD 41.24
$ Common Stock	Sale	260	USD 41.73
$ Common Stock	Sale	2,603	USD 41.29
$ Common Stock	Sale	440	USD 41.22
$ Common Stock	Sale	300	USD 41.22
$ Common Stock	Sale	2,641	USD 41.63
$ Common Stock	Sale	91	USD 41.19
$ Common Stock	Sale	317	USD 41.43
$ Common Stock	Sale	515	USD 41.16
$ Common Stock	Sale	18,025	USD 41.25
$ Common Stock	Sale	2,206	USD 41.31
$ Common Stock	Purchase	442	USD 41.31
$ Common Stock	Sale	157	USD 41.24
$ Common Stock	Sale	500	USD 41.18
$ Common Stock	Sale	1,892	USD 41.24
$ Common Stock	Sale	629	USD 41.95
$ Common Stock	Sale	69	USD 41.75
$ Common Stock	Sale	4,556	USD 42.04
$ Common Stock	Sale	1,904	USD 41.57
$ Common Stock	Purchase	134	USD 41.33
$ Common Stock	Sale	770	USD 41.24
$ Common Stock	Sale	3,400	USD 41.57
$ Common Stock	Sale	13,027	USD 41.78
$ Common Stock	Sale	1,703	USD 41.64
$ Common Stock	Sale	1,049	USD 41.86
$ Common Stock	Sale	2,832	USD 41.97
$ Common Stock	Sale	96	USD 42.02

(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	Purchasing	28,400	USD 45	American	21/06/2024	USD 0.50
$ Common Stock	Call Option	Purchasing	125,000	USD 42.50	American	18/10/2024	USD 2.85
$ Common Stock	Call Option	Writing	125,000	USD 50	American	18/10/2024	USD 0.45

(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:	23/05/2024
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 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	116,300	USD 45	American	21/06/2024
$ common stock	Call Option	Purchased	425,000	USD 42.50	American	18/10/2024
$ common stock	Call Option	Written	425,000	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 [phone].

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

Category Code: RET

Sequence Number: 1229357

Time of Receipt (offset from UTC): 20240523T145446+0100