Form 8.3 - International Paper Company

D E Shaw & Co LP

28 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 27, 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:	1,345,829	0.38%	1,168,295	0.33%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	617,400	0.17%	660,800	0.19%
TOTAL:	1,963,229	0.56%	1,829,095	0.52%

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	800	USD 41.98
common stock	Purchase	1,000	USD 42.01
common stock	Purchase	300	USD 42.02
common stock	Purchase	100	USD 42.03
common stock	Purchase	100	USD 42.04
common stock	Purchase	900	USD 42.05
common stock	Purchase	100	USD 42.06
common stock	Purchase	200	USD 42.07
common stock	Purchase	200	USD 42.10
common stock	Purchase	450	USD 42.11
common stock	Purchase	300	USD 42.12
common stock	Purchase	400	USD 42.13
common stock	Purchase	100	USD 42.14
common stock	Purchase	100	USD 42.15
common stock	Purchase	1,100	USD 42.16
common stock	Purchase	1,700	USD 42.17
common stock	Purchase	200	USD 42.18
common stock	Purchase	1,140	USD 42.21
common stock	Purchase	300	USD 42.22
common stock	Purchase	200	USD 42.23
common stock	Purchase	200	USD 42.24
common stock	Purchase	600	USD 42.25
common stock	Purchase	1,000	USD 42.26
common stock	Purchase	700	USD 42.27
common stock	Purchase	1,000	USD 42.28
common stock	Purchase	600	USD 42.29
common stock	Purchase	400	USD 42.30
common stock	Purchase	400	USD 42.31
common stock	Purchase	300	USD 42.32
common stock	Purchase	4	USD 42.34
common stock	Purchase	100	USD 42.36
common stock	Purchase	200	USD 42.37
common stock	Purchase	1,000	USD 42.38
common stock	Purchase	300	USD 42.39
common stock	Purchase	200	USD 42.41
common stock	Purchase	700	USD 42.42
common stock	Purchase	100	USD 42.43
common stock	Purchase	100	USD 42.44
common stock	Purchase	100	USD 42.45
common stock	Purchase	600	USD 42.46
common stock	Purchase	100	USD 42.48
common stock	Purchase	500	USD 42.51
common stock	Purchase	1,100	USD 42.52
common stock	Purchase	1,200	USD 42.53
common stock	Purchase	260	USD 42.54
common stock	Purchase	500	USD 42.56
common stock	Purchase	800	USD 42.57
common stock	Purchase	200	USD 42.58
common stock	Purchase	1,400	USD 42.59
common stock	Purchase	1,200	USD 42.60
common stock	Purchase	200	USD 42.61
common stock	Purchase	1,400	USD 42.62
common stock	Purchase	200	USD 42.63
common stock	Purchase	100	USD 42.64
common stock	Purchase	1,600	USD 42.65
common stock	Purchase	300	USD 42.66
common stock	Purchase	100	USD 42.67
common stock	Purchase	1,100	USD 42.68
common stock	Purchase	1,800	USD 42.69
common stock	Purchase	200	USD 42.70
common stock	Purchase	100	USD 42.71
common stock	Purchase	800	USD 42.72
common stock	Purchase	200	USD 42.74
common stock	Purchase	1,200	USD 42.75
common stock	Purchase	100	USD 42.76
common stock	Purchase	1,000	USD 42.77
common stock	Purchase	900	USD 42.78
common stock	Purchase	300	USD 42.79
common stock	Purchase	200	USD 42.80
common stock	Purchase	300	USD 42.82
common stock	Purchase	200	USD 42.84
common stock	Purchase	1,012	USD 42.85
common stock	Purchase	300	USD 42.86
common stock	Purchase	100	USD 42.87
common stock	Purchase	900	USD 42.88
common stock	Purchase	200	USD 42.89
common stock	Purchase	100	USD 42.90
common stock	Purchase	143	USD 42.91
common stock	Purchase	500	USD 42.92
common stock	Purchase	1,100	USD 42.93
common stock	Purchase	600	USD 42.94
common stock	Purchase	1,100	USD 42.95
common stock	Purchase	300	USD 42.96
common stock	Purchase	2,100	USD 42.97
common stock	Purchase	900	USD 42.98
common stock	Purchase	800	USD 42.99
common stock	Purchase	600	USD 43.00
common stock	Purchase	600	USD 43.01
common stock	Purchase	700	USD 43.02
common stock	Purchase	1,000	USD 43.03
common stock	Purchase	1,300	USD 43.04
common stock	Purchase	800	USD 43.05
common stock	Purchase	400	USD 43.06
common stock	Purchase	400	USD 43.07
common stock	Purchase	200	USD 43.08
common stock	Purchase	200	USD 43.09
common stock	Purchase	100	USD 43.10
common stock	Purchase	1,100	USD 43.11
common stock	Purchase	100	USD 43.13
common stock	Purchase	200	USD 43.14
common stock	Purchase	800	USD 43.15
common stock	Purchase	900	USD 43.16
common stock	Purchase	100	USD 43.17
common stock	Purchase	300	USD 43.18
common stock	Purchase	100	USD 43.19
common stock	Purchase	200	USD 43.20
common stock	Purchase	400	USD 43.21
common stock	Purchase	300	USD 43.23
common stock	Purchase	800	USD 43.25
common stock	Purchase	500	USD 43.26
common stock	Purchase	100	USD 43.27
common stock	Purchase	1,000	USD 43.28
common stock	Purchase	300	USD 43.29
common stock	Purchase	2,800	USD 43.30
common stock	Purchase	1,200	USD 43.31
common stock	Purchase	839	USD 43.32
common stock	Purchase	1,200	USD 43.33
common stock	Purchase	1,100	USD 43.34
common stock	Purchase	700	USD 43.35
common stock	Purchase	1,700	USD 43.36
common stock	Purchase	1,200	USD 43.37
common stock	Purchase	1,400	USD 43.38
common stock	Purchase	1,200	USD 43.39
common stock	Purchase	800	USD 43.40
common stock	Purchase	300	USD 43.41
common stock	Purchase	350	USD 43.42
common stock	Purchase	200	USD 43.43
common stock	Purchase	100	USD 43.44
common stock	Purchase	600	USD 43.45
common stock	Purchase	200	USD 43.46
common stock	Purchase	100	USD 43.51
common stock	Purchase	100	USD 43.57
common stock	Purchase	100	USD 43.60
common stock	Purchase	100	USD 43.63
common stock	Sale	100	USD 42.22
common stock	Sale	700	USD 42.23
common stock	Sale	1,144	USD 42.24
common stock	Sale	2,100	USD 42.25
common stock	Sale	673	USD 42.26
common stock	Sale	1,700	USD 42.27
common stock	Sale	3,404	USD 42.28
common stock	Sale	2,320	USD 42.29
common stock	Sale	1,200	USD 42.30
common stock	Sale	1,736	USD 42.31
common stock	Sale	800	USD 42.32
common stock	Sale	300	USD 42.33
common stock	Sale	1,300	USD 42.34
common stock	Sale	1,629	USD 42.35
common stock	Sale	900	USD 42.36
common stock	Sale	2,330	USD 42.37
common stock	Sale	3,131	USD 42.38
common stock	Sale	6,173	USD 42.39
common stock	Sale	968	USD 42.40
common stock	Sale	489	USD 42.41
common stock	Sale	2,263	USD 42.42
common stock	Sale	1,763	USD 42.43
common stock	Sale	4,300	USD 42.44
common stock	Sale	3,194	USD 42.45
common stock	Sale	1,305	USD 42.46
common stock	Sale	400	USD 42.47
common stock	Sale	800	USD 42.48
common stock	Sale	607	USD 42.49
common stock	Sale	700	USD 42.50
common stock	Sale	1,500	USD 42.51
common stock	Sale	1,000	USD 42.52
common stock	Sale	3,254	USD 42.53
common stock	Sale	4,725	USD 42.54
common stock	Sale	3,380	USD 42.55
common stock	Sale	417,573	USD 42.56
common stock	Sale	5,155	USD 42.57
common stock	Sale	5,347	USD 42.58
common stock	Sale	4,787	USD 42.59
common stock	Sale	2,534	USD 42.60
common stock	Sale	6,170	USD 42.61
common stock	Sale	3,562	USD 42.62
common stock	Sale	2,027	USD 42.63
common stock	Sale	2,865	USD 42.64
common stock	Sale	4,141	USD 42.65
common stock	Sale	913	USD 42.66
common stock	Sale	1,136	USD 42.67
common stock	Sale	3,439	USD 42.68
common stock	Sale	4,731	USD 42.69
common stock	Sale	4,045	USD 42.70
common stock	Sale	1,055	USD 42.71
common stock	Sale	7,614	USD 42.72
common stock	Sale	5,362	USD 42.73
common stock	Sale	5,977	USD 42.74
common stock	Sale	3,615	USD 42.75
common stock	Sale	1,147	USD 42.76
common stock	Sale	2,074	USD 42.77
common stock	Sale	6,485	USD 42.78
common stock	Sale	8,761	USD 42.79
common stock	Sale	2,540	USD 42.80
common stock	Sale	775	USD 42.81
common stock	Sale	1,351	USD 42.82
common stock	Sale	4,010	USD 42.83
common stock	Sale	3,760	USD 42.84
common stock	Sale	6,514	USD 42.85
common stock	Sale	1,187	USD 42.86
common stock	Sale	5,083	USD 42.87
common stock	Sale	1,528	USD 42.88
common stock	Sale	3,680	USD 42.89
common stock	Sale	4,395	USD 42.90
common stock	Sale	2,950	USD 42.91
common stock	Sale	14,909	USD 42.92
common stock	Sale	13,678	USD 42.93
common stock	Sale	12,107	USD 42.94
common stock	Sale	9,296	USD 42.95
common stock	Sale	6,902	USD 42.96
common stock	Sale	15,621	USD 42.97
common stock	Sale	4,354	USD 42.98
common stock	Sale	9,314	USD 42.99
common stock	Sale	9,232	USD 43.00
common stock	Sale	5,525	USD 43.01
common stock	Sale	1,642	USD 43.02
common stock	Sale	5,952	USD 43.03
common stock	Sale	3,533	USD 43.04
common stock	Sale	4,827	USD 43.05
common stock	Sale	3,957	USD 43.06
common stock	Sale	3,281	USD 43.07
common stock	Sale	5,296	USD 43.08
common stock	Sale	3,013	USD 43.09
common stock	Sale	3,318	USD 43.10
common stock	Sale	2,596	USD 43.11
common stock	Sale	1,625	USD 43.12
common stock	Sale	1,988	USD 43.13
common stock	Sale	4,380	USD 43.14
common stock	Sale	833	USD 43.15
common stock	Sale	1,134	USD 43.16
common stock	Sale	2,126	USD 43.17
common stock	Sale	1,200	USD 43.18
common stock	Sale	948	USD 43.19
common stock	Sale	999	USD 43.20
common stock	Sale	1,609	USD 43.21
common stock	Sale	6,131	USD 43.22
common stock	Sale	15,496	USD 43.23
common stock	Sale	8,333	USD 43.24
common stock	Sale	261,201	USD 43.25
common stock	Sale	4,557	USD 43.26
common stock	Sale	3,693	USD 43.27
common stock	Sale	12,617	USD 43.28
common stock	Sale	7,402	USD 43.29
common stock	Sale	10,837	USD 43.30
common stock	Sale	7,530	USD 43.31
common stock	Sale	4,595	USD 43.32
common stock	Sale	5,670	USD 43.33
common stock	Sale	9,823	USD 43.34
common stock	Sale	14,699	USD 43.35
common stock	Sale	18,858	USD 43.36
common stock	Sale	15,300	USD 43.37
common stock	Sale	9,098	USD 43.38
common stock	Sale	11,856	USD 43.39
common stock	Sale	19,756	USD 43.40
common stock	Sale	5,486	USD 43.41
common stock	Sale	5,424	USD 43.42
common stock	Sale	7,475	USD 43.43
common stock	Sale	1,759	USD 43.44
common stock	Sale	1,200	USD 43.45
common stock	Sale	2,159	USD 43.46
common stock	Sale	3,652	USD 43.47
common stock	Sale	1,886	USD 43.48
common stock	Sale	1,114	USD 43.49
common stock	Sale	1,549	USD 43.50
common stock	Sale	50	USD 43.51
common stock	Sale	490	USD 43.54
common stock	Sale	80	USD 43.55
common stock	Sale	50	USD 43.56
common stock	Sale	362	USD 43.58
common stock	Sale	276	USD 43.61
common stock	Sale	325	USD 43.62
common stock	Sale	400	USD 43.63
common stock	Sale	50	USD 43.64

(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	Purchasing	1,700	USD 50.00	American	20250117	USD 1.30
common stock	Listed Call Option	Purchasing	100	USD 50.00	American	20250117	USD 1.38
common stock	Listed Call Option	Purchasing	900	USD 50.00	American	20250117	USD 1.40
common stock	Listed Call Option	Purchasing	6,300	USD 50.00	American	20250117	USD 1.45
common stock	Listed Call Option	Purchasing	400	USD 52.50	American	20250117	USD 0.90
common stock	Listed Call Option	Purchasing	3,200	USD 52.50	American	20250117	USD 0.95
common stock	Listed Call Option	Purchasing	1,600	USD 52.50	American	20250117	USD 1.00
common stock	Listed Put Option	Purchasing	700	USD 45.00	American	20250117	USD 4.50
common stock	Listed Put Option	Purchasing	500	USD 45.00	American	20250117	USD 4.60
common stock	Listed Put Option	Purchasing	900	USD 45.00	American	20250117	USD 4.70
common stock	Listed Put Option	Purchasing	3,000	USD 45.00	American	20250117	USD 4.85
common stock	Listed Put Option	Purchasing	500	USD 45.00	American	20250117	USD 4.90
common stock	Listed Put Option	Purchasing	100	USD 47.50	American	20250117	USD 6.09
common stock	Listed Put Option	Purchasing	7,000	USD 47.50	American	20250117	USD 6.10
common stock	Listed Put Option	Purchasing	800	USD 47.50	American	20250117	USD 6.30
common stock	Listed Put Option	Purchasing	600	USD 47.50	American	20250117	USD 6.40

(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 28, 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	69,000	USD 50.00	American	20250117
common stock	Listed Call Option	Purchased	191,700	USD 50.00	American	20241018
common stock	Listed Call Option	Purchased	5,200	USD 52.50	American	20250117
common stock	Listed Put Option	Purchased	5,600	USD 45.00	American	20250117
common stock	Listed Put Option	Purchased	8,500	USD 47.50	American	20250117
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	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	205,700	USD 45.00	American	20240719
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	256,300	USD 50.00	American	20240719
common stock	Listed Call Option	Written	100,000	USD 52.50	American	20240719
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	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	26,300	USD 45.00	American	20240719
common stock	Listed Put Option	Written	37,200	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