Form 8.3 - International Paper Company

LONDON, June 28, 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	27/06/2024
(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:	5,518,186	1.59	611,599	0.17
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	300,000	0.08	720,000	0.21
TOTAL:	5,818,186	1.67	1,331,599	0.38

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	7,718	USD 39.72
$ Common Stock	Sale	96,375	USD 39.98
$ Common Stock	Purchase	127,260	USD 40.23
$ Common Stock	Sale	127,260	USD 40.23
$ Common Stock	Sale	32,125	USD 40.43
$ Common Stock	Sale	64,250	USD 40.60
$ Common Stock	Purchase	100	USD 42.00
$ Common Stock	Sale	64,250	USD 42.13
$ Common Stock	Purchase	21,455	USD 42.18
$ Common Stock	Purchase	21,455	USD 42.20
$ Common Stock	Purchase	42,442	USD 42.20
$ Common Stock	Purchase	55	USD 42.27
$ Common Stock	Purchase	1,061	USD 42.30
$ Common Stock	Purchase	17,896	USD 42.34
$ Common Stock	Sale	96,375	USD 42.35
$ Common Stock	Purchase	12	USD 42.36
$ Common Stock	Purchase	23,569	USD 42.44
$ Common Stock	Purchase	116,659	USD 42.46
$ Common Stock	Sale	38,550	USD 42.46
$ Common Stock	Purchase	6	USD 42.48
$ Common Stock	Sale	154	USD 42.50
$ Common Stock	Purchase	24	USD 42.55
$ Common Stock	Sale	158	USD 42.58
$ Common Stock	Purchase	916	USD 42.58
$ Common Stock	Purchase	34	USD 42.58
$ Common Stock	Purchase	8,803	USD 42.63
$ Common Stock	Sale	743	USD 42.63
$ Common Stock	Purchase	1,039	USD 42.65
$ Common Stock	Purchase	24,369	USD 42.65
$ Common Stock	Purchase	70	USD 42.65
$ Common Stock	Sale	2,834	USD 42.67
$ Common Stock	Purchase	1,822	USD 42.68
$ Common Stock	Purchase	1,531	USD 42.71
$ Common Stock	Sale	224	USD 42.71
$ Common Stock	Purchase	24,666	USD 42.71
$ Common Stock	Purchase	14,326	USD 42.71
$ Common Stock	Purchase	711	USD 42.74
$ Common Stock	Purchase	171	USD 42.75
$ Common Stock	Purchase	11,993	USD 42.75
$ Common Stock	Purchase	14,636	USD 42.75
$ Common Stock	Sale	33,437	USD 42.79
$ Common Stock	Purchase	998	USD 42.79
$ Common Stock	Purchase	421	USD 42.80
$ Common Stock	Purchase	564	USD 42.82
$ Common Stock	Purchase	3,136	USD 42.86
$ Common Stock	Purchase	11	USD 42.87
$ Common Stock	Purchase	161	USD 42.88
$ Common Stock	Purchase	75,000	USD 42.90
$ Common Stock	Purchase	64,364	USD 42.92
$ Common Stock	Purchase	107,458	USD 42.94
$ Common Stock	Sale	1,300	USD 42.96
$ Common Stock	Purchase	10	USD 42.99
$ Common Stock	Purchase	21,455	USD 42.99
$ Common Stock	Purchase	142	USD 43.00
$ Common Stock	Purchase	8,268	USD 43.01
$ Common Stock	Purchase	52	USD 43.01
$ Common Stock	Purchase	58,720	USD 43.02
$ Common Stock	Purchase	408	USD 43.03
$ Common Stock	Purchase	18,597	USD 43.08
$ Common Stock	Purchase	32	USD 43.10
$ Common Stock	Purchase	18,529	USD 43.10
$ Common Stock	Purchase	17,346	USD 43.10
$ Common Stock	Purchase	272	USD 43.11
$ Common Stock	Purchase	200	USD 43.12
$ Common Stock	Purchase	75,000	USD 43.12
$ Common Stock	Sale	5,000	USD 43.13
$ Common Stock	Purchase	12,975	USD 43.15
$ Common Stock	Sale	13,055	USD 43.15
$ Common Stock	Purchase	11,313	USD 43.15
$ Common Stock	Purchase	97	USD 43.17
$ Common Stock	Purchase	1,278	USD 43.17
$ Common Stock	Purchase	1,051	USD 43.17
$ Common Stock	Sale	1,595	USD 43.18
$ Common Stock	Purchase	3,491	USD 43.19
$ Common Stock	Sale	2,407	USD 43.19
$ Common Stock	Sale	68,400	USD 43.19
$ Common Stock	Sale	1,955	USD 43.20
$ Common Stock	Purchase	2,100	USD 43.21
$ Common Stock	Purchase	3,600	USD 43.22
$ Common Stock	Purchase	2,962	USD 43.23
$ Common Stock	Purchase	880	USD 43.23
$ Common Stock	Purchase	527	USD 43.24
$ Common Stock	Purchase	13,623	USD 43.24
$ Common Stock	Sale	142	USD 43.25
$ Common Stock	Purchase	59,731	USD 43.25
$ Common Stock	Sale	111	USD 43.25
$ Common Stock	Purchase	161	USD 43.25
$ Common Stock	Purchase	724	USD 43.27
$ Common Stock	Sale	334	USD 43.28
$ Common Stock	Purchase	37,599	USD 43.30
$ Common Stock	Sale	18	USD 43.30
$ Common Stock	Purchase	598	USD 43.31
$ Common Stock	Purchase	98	USD 43.33
$ Common Stock	Purchase	116,824	USD 43.33
$ Common Stock	Purchase	17,270	USD 43.36
$ Common Stock	Purchase	1,054	USD 43.38

(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	130,000	USD 42.50	American	19/07/24	USD 0.92
$ Common Stock	Call option	Selling	125,000	USD 42.50	American	18/10/24	USD 3.05

(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:	28/06/2024
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 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	Purchased	420,000	USD 42.50	American	19/07/2024
$ 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 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 +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/20240628272233/en/

Contacts

Balyasny Asset Management LP