Form 8.3 - International Paper Company

D E Shaw & Co LP

18 June 2024

 

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:	D. E. Shaw & Co., L.P.
(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	June 17, 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, the discloser has previously made disclosures in respect of Smith (DS) 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
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	1,111,624	0.32%	105,983	0.03%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	987,600	0.28%	883,700	0.25%
TOTAL:	2,099,224	0.60%	989,683	0.28%

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	110	USD 44.47
common stock	Purchase	927	USD 44.48
common stock	Purchase	210	USD 44.49
common stock	Purchase	1,256	USD 44.50
common stock	Purchase	800	USD 44.51
common stock	Purchase	699	USD 44.52
common stock	Purchase	357	USD 44.53
common stock	Purchase	500	USD 44.54
common stock	Purchase	100	USD 44.55
common stock	Purchase	400	USD 44.57
common stock	Purchase	224	USD 44.58
common stock	Purchase	164	USD 44.59
common stock	Purchase	100	USD 44.60
common stock	Purchase	434	USD 44.62
common stock	Purchase	10	USD 44.63
common stock	Purchase	320	USD 44.64
common stock	Purchase	602	USD 44.65
common stock	Purchase	1,299	USD 44.66
common stock	Purchase	221	USD 44.67
common stock	Purchase	600	USD 44.68
common stock	Purchase	809	USD 44.69
common stock	Purchase	310	USD 44.70
common stock	Purchase	303	USD 44.71
common stock	Purchase	231	USD 44.72
common stock	Purchase	500	USD 44.73
common stock	Purchase	1,328	USD 44.74
common stock	Purchase	2,169	USD 44.75
common stock	Purchase	2,709	USD 44.76
common stock	Purchase	2,778	USD 44.77
common stock	Purchase	1,200	USD 44.78
common stock	Purchase	1,124	USD 44.79
common stock	Purchase	200	USD 44.80
common stock	Purchase	658	USD 44.81
common stock	Purchase	1,100	USD 44.82
common stock	Purchase	1,354	USD 44.83
common stock	Purchase	1,040	USD 44.84
common stock	Purchase	613	USD 44.85
common stock	Purchase	500	USD 44.86
common stock	Purchase	629	USD 44.87
common stock	Purchase	406	USD 44.88
common stock	Purchase	524	USD 44.89
common stock	Purchase	791	USD 44.90
common stock	Purchase	372	USD 44.91
common stock	Purchase	26	USD 44.92
common stock	Purchase	2,100	USD 44.93
common stock	Purchase	218	USD 44.94
common stock	Purchase	782	USD 44.95
common stock	Purchase	1,407	USD 44.96
common stock	Purchase	832	USD 44.97
common stock	Purchase	991	USD 44.98
common stock	Purchase	782	USD 44.99
common stock	Purchase	1,195	USD 45.00
common stock	Purchase	501	USD 45.01
common stock	Purchase	414	USD 45.02
common stock	Purchase	200	USD 45.03
common stock	Purchase	805	USD 45.04
common stock	Purchase	500	USD 45.05
common stock	Purchase	500	USD 45.06
common stock	Purchase	100	USD 45.08
common stock	Purchase	2	USD 45.09
common stock	Purchase	400	USD 45.12
common stock	Purchase	310	USD 45.13
common stock	Purchase	235	USD 45.14
common stock	Purchase	701	USD 45.15
common stock	Purchase	1,035	USD 45.16
common stock	Purchase	1,165	USD 45.17
common stock	Purchase	1,998	USD 45.18
common stock	Purchase	2,008	USD 45.19
common stock	Purchase	630	USD 45.20
common stock	Purchase	2,981	USD 45.21
common stock	Purchase	692	USD 45.22
common stock	Purchase	800	USD 45.23
common stock	Purchase	800	USD 45.24
common stock	Purchase	100	USD 45.25
common stock	Purchase	531	USD 45.26
common stock	Purchase	2,677	USD 45.27
common stock	Purchase	7,864	USD 45.28
common stock	Purchase	7,175	USD 45.29
common stock	Purchase	3,492	USD 45.30
common stock	Purchase	5,434	USD 45.31
common stock	Purchase	6,705	USD 45.32
common stock	Purchase	4,492	USD 45.33
common stock	Purchase	882	USD 45.34
common stock	Purchase	708	USD 45.35
common stock	Purchase	1,055	USD 45.36
common stock	Purchase	26,848	USD 45.37
common stock	Purchase	1,580	USD 45.38
common stock	Purchase	1,468	USD 45.39
common stock	Purchase	862	USD 45.40
common stock	Purchase	1,475	USD 45.41
common stock	Purchase	370	USD 45.43
common stock	Purchase	100	USD 45.44
common stock	Purchase	100	USD 45.45
common stock	Purchase	940	USD 45.46
common stock	Purchase	41	USD 45.47
common stock	Purchase	200	USD 45.48

(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	Listed Call Option	Writing	6100	USD 47.50	American	20240719	USD 1.10
common stock	Listed Call Option	Writing	100	USD 47.50	American	20240719	USD 1.11
common stock	Listed Call Option	Writing	8400	USD 47.50	American	20240719	USD 1.15
common stock	Listed Call Option	Writing	2800	USD 47.50	American	20240719	USD 1.20
common stock	Listed Call Option	Writing	100	USD 47.50	American	20240719	USD 1.25
common stock	Listed Call Option	Writing	1000	USD 47.50	American	20240719	USD 1.30
common stock	Listed Put Option	Writing	7500	USD 45.00	American	20240719	USD 1.65

(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"

(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"

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached?

YES

Date of disclosure:	June 18, 2024
Contact name:	Kevin Krist (Compliance Department)
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:	D. E. Shaw & Co., L.P.
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	Listed Call Option	Purchased	90,000	USD 47.50	American	20250117
common stock	Listed Call Option	Purchased	60,000	USD 50.00	American	20250117
common stock	Listed Call Option	Purchased	200,000	USD 50.00	American	20241018
common stock	Listed Call Option	Written	4,200	USD 35.00	American	20240719
common stock	Listed Call Option	Written	2,000	USD 37.50	American	20240816
common stock	Listed Call Option	Written	6,800	USD 40.00	American	20240719
common stock	Listed Call Option	Written	6,500	USD 40.00	American	20241018
common stock	Listed Call Option	Written	5,700	USD 40.00	American	20240816
common stock	Listed Call Option	Written	12,100	USD 41.50	American	20240621
common stock	Listed Call Option	Written	250,100	USD 42.50	American	20240621
common stock	Listed Call Option	Written	21,600	USD 42.50	American	20240719
common stock	Listed Call Option	Written	100	USD 42.50	American	20241018
common stock	Listed Call Option	Written	7,400	USD 42.50	American	20240816
common stock	Listed Call Option	Written	200,000	USD 45.00	American	20240621
common stock	Listed Call Option	Written	205,700	USD 45.00	American	20240719
common stock	Listed Call Option	Written	10,100	USD 46.00	American	20240621
common stock	Listed Call Option	Written	3,800	USD 46.50	American	20240621
common stock	Listed Call Option	Written	1,000	USD 47.00	American	20240621
common stock	Listed Call Option	Written	23,300	USD 47.50	American	20240719
common stock	Listed Call Option	Written	7,100	USD 47.50	American	20240816
common stock	Listed Call Option	Written	4,900	USD 48.00	American	20240621
common stock	Listed Call Option	Written	111,300	USD 50.00	American	20240719
common stock	Listed Put Option	Written	200,000	USD 35.00	American	20240621
common stock	Listed Put Option	Written	12,500	USD 35.00	American	20240719
common stock	Listed Put Option	Written	10,500	USD 35.00	American	20240816
common stock	Listed Put Option	Written	150,000	USD 37.50	American	20240719
common stock	Listed Put Option	Written	4,700	USD 40.00	American	20240719
common stock	Listed Put Option	Written	200	USD 42.50	American	20240621
common stock	Listed Put Option	Written	9,700	USD 42.50	American	20240719
common stock	Listed Put Option	Written	7,000	USD 42.50	American	20240816
common stock	Listed Put Option	Written	210,400	USD 43.00	American	20240621
common stock	Listed Put Option	Written	800	USD 44.00	American	20240621
common stock	Listed Put Option	Written	700	USD 44.50	American	20240621
common stock	Listed Put Option	Written	26,300	USD 45.00	American	20240719
common stock	Listed Put Option	Written	1,200	USD 45.00	American	20240816
common stock	Listed Put Option	Written	3,600	USD 47.50	American	20240816

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.

 

END