01—Abstract
Summary
Summary of the 8-K filed June 25, 2024. Cited figures are marked; the original filing is the authoritative source.
International Paper Company filed this Form 8-K on June 25, 2024 to report that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired for the previously disclosed terms of its recommended offer to acquire the issued and to be issued share capital of DS Smith Plc in an all-stock transaction (the "Business Combination").
The company announced this in a press release attached as Exhibit 99.1. The press release states that the HSR expiration removes the HSR Act's bar to closing, but that completion remains subject to the satisfaction or waiver of remaining conditions, including regulatory clearance from the European Commission and sanctioning of the Scheme by the Court. International Paper and DS Smith still expect the Scheme to become effective in the fourth quarter of 2024.
The press release references a Rule 2.7 announcement released by the two companies on April 16, 2024 for the defined terms. The filing is largely procedural.
It contains forward-looking statement cautions and solicitation and participant disclosures, and notes that the share issuance would not be expected to require U.S. Securities Act registration if the deal is effected as a UK scheme of arrangement under Section 3(a)(10). It does not report new financial results or purchase price figures.
02—Key points
Key Highlights
- The waiting period under the HSR Act expired, removing the U.S. antitrust bar to closing the DS Smith combination.
- The transaction is an all-stock combination in which International Paper would acquire the issued and to be issued share capital of DS Smith Plc.
- Remaining conditions include regulatory clearance from the European Commission and sanctioning of the Scheme by the Court.
- International Paper and DS Smith still expect the Scheme to become effective in the fourth quarter of 2024.
- The share issuance is expected to rely on the Section 3(a)(10) exemption from Securities Act registration if effected as a UK scheme of arrangement.
- BofA Securities is sole financial adviser to International Paper; Goldman Sachs, Citi and J.P. Morgan Cazenove advise DS Smith.
03—Questions
Frequently Asked Questions
What regulatory milestone did International Paper announce?
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired for the previously disclosed terms of the recommended offer to acquire DS Smith Plc. The press release states this removes the HSR Act's bar to closing.
Is the DS Smith transaction complete?
No. The press release states that completion remains subject to the satisfaction or waiver of remaining conditions, including regulatory clearance from the European Commission and sanctioning of the Scheme by the Court.
When do the companies expect the Scheme to become effective?
International Paper and DS Smith still expect the Scheme to become effective in the fourth quarter of 2024, according to the press release.
What form of consideration is involved in the Business Combination?
The Business Combination is described as an all-stock transaction in which International Paper would acquire the issued and to be issued share capital of DS Smith Plc, with new International Paper shares issued in connection with the combination.
Will the new International Paper shares be registered under the Securities Act?
The filing states that, to the extent the combination is effected as a UK scheme of arrangement, the share issuance would not be expected to require registration under the Securities Act, pursuant to the Section 3(a)(10) exemption. If International Paper instead uses an offer or another structure not exempt from registration, it would file a registration statement with the SEC.
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