01—Abstract
Summary
Summary of the 8-K filed December 5, 2024. Cited figures are marked; the original filing is the authoritative source.
International Paper Company filed a Current Report on Form 8-K on December 5, 2024, disclosing under Item 8.01 (Other Events) that it published a second supplementary prospectus under the U.K.
Financial Conduct Authority's Prospectus Regulation Rules. The supplement relates to the U.K. prospectus covering the admission of its common stock, par value $1.00a per share, to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the main market of the London Stock Exchange. The listing is tied to the previously disclosed recommended offer by International Paper to acquire the issued and to be issued share capital of DS Smith Plc in an all-stock transaction (the "Acquisition").
The filing states that International Paper's shareholders approved the proposed issuance of new shares to DS Smith shareholders in connection with the Acquisition on October 11, 2024. The supplement is to be read together with the original prospectus published on September 11, 2024, and the first supplementary prospectus published on November 4, 2024. For investors, the filing is primarily a regulatory update on the U.K. listing documentation supporting the stock-based DS Smith acquisition, rather than a disclosure of new financial results or deal terms.
02—Key points
Key Highlights
- Published a second supplementary prospectus on December 5, 2024, under the U.K. FCA Prospectus Regulation Rules.
- The U.K. prospectus covers admission of International Paper common stock (par value $1.00 per share) to the FCA's secondary listing category and to trading on the London Stock Exchange main market.
- The listing supports the recommended offer to acquire DS Smith Plc in an all-stock transaction.
- International Paper shareholders approved the issuance of new shares to DS Smith shareholders on October 11, 2024.
- The supplement should be read with the original prospectus (September 11, 2024) and the first supplementary prospectus (November 4, 2024).
- The filing is made under Item 8.01 (Other Events) and does not report new financial results.
03—Questions
Frequently Asked Questions
What did International Paper disclose in this 8-K filing?
The company disclosed that it published a second supplementary prospectus on December 5, 2024, prepared under the U.K. FCA Prospectus Regulation Rules. It supplements the U.K. prospectus relating to the admission of its common stock to the FCA's Official List and to trading on the London Stock Exchange.
Why is International Paper listing shares in the U.K.?
The listing is connected to the previously disclosed recommended offer to acquire the issued and to be issued share capital of DS Smith Plc. The acquisition is an all-stock transaction, so International Paper will issue new common stock to DS Smith shareholders.
Have DS Smith-related shares been approved by International Paper shareholders?
Yes. The filing states that International Paper's shareholders voted to approve the proposed issuance of new shares of common stock to DS Smith shareholders in connection with the Acquisition on October 11, 2024.
What documents make up the U.K. prospectus?
The U.K. prospectus consists of the original prospectus published on September 11, 2024, as supplemented by the first supplementary prospectus published on November 4, 2024, and the second supplementary prospectus published on December 5, 2024.
Does this filing include new financial results or deal terms?
No. The filing addresses only the publication of the second supplementary prospectus under Item 8.01 (Other Events) and does not itself report financial results or new transaction terms.
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