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International Paper 8-K Report, Acquisition Completed (Jan 31, 2025)

Reports
Acquisitions & Dispositions·Securities & Listing·Other Events+1
Filing Date
Filed January 31, 2025
Period End
January 31, 2025
Securities
IPINPAP
In the record · 2016–202610-K1110-Q328-K153

IP filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 153 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Material agreement8-K · Apr ’20Apr ’20
  3. Leadership change8-K · May ’22May ’22
  4. Leadership change8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed January 31, 2025. Cited figures are marked; the original filing is the authoritative source.

On January 31, 2025, International Paper Company, through its indirect wholly owned subsidiary International Paper UK Holdings Limited, completed its acquisition of the entire issued and to be issued ordinary shares of DS Smith plc.

The acquisition was effected by a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. Under the terms announced on April 16, 2024, each DS Smith ordinary share was exchanged for 0.1285 of a new share of International Paper common stock, resulting in the issuance of approximately 179,847,780 new shares. Upon completion, the holders of the new shares will collectively own approximately 34.1%a of the Company's outstanding share capital, based on the Company's basic outstanding share capital and DS Smith's fully diluted share capital as of January 31, 2025.

The company expects DS Smith shares to be delisted from the London Stock Exchange on February 4, 2025. On that date, the new common stock is expected to begin trading on the New York Stock Exchange under the symbol "IP," and all common stock will trade on the London Stock Exchange via a secondary listing under the symbol "IPC." The shares are being issued in reliance on the Section 3(a)(10) exemption from registration under the Securities Act of 1933. The accompanying press release describes the combined company as a global leader in sustainable packaging solutions and states that the company expects synergies of at least $514 millionb.

It also states that the acquisition is expected to be EPS accretive in year one and that the company will maintain a strong investment-grade balance sheet. International Paper reported 2024 net sales of $18.6 billionc and more than 65,000 team members. The filing states that financial statements and pro forma financial information required under Items 9.01(a) and 9.01(b) were previously filed in the company's Definitive Proxy Statement on Schedule 14A dated September 12, 2024.

02—Key points

Key Highlights

  1. Acquisition of DS Smith plc closed on January 31, 2025, via a UK court-sanctioned scheme of arrangement.
  2. DS Smith shareholders received 0.1285 of a new International Paper common share per DS Smith ordinary share, totaling approximately 179,847,780 new shares.
  3. Former DS Smith holders are expected to own approximately 34.1% of the company's outstanding share capital post-closing.
  4. Expected synergies of at least $514 million, with the acquisition described as EPS accretive in year one.
  5. DS Smith shares expected to be delisted from the LSE on February 4, 2025; IP common stock expected to begin trading on the NYSE under "IP" and on the LSE under "IPC" on the same date.
  6. New shares issued under Section 3(a)(10) of the Securities Act of 1933 exemption rather than a registered offering.
  7. Company reported 2024 net sales of $18.6 billion and more than 65,000 team members.

03—Questions

Frequently Asked Questions

  1. How many new shares were issued and what did DS Smith shareholders receive?

    DS Smith shareholders received 0.1285 of a new share of International Paper common stock for each DS Smith ordinary share, resulting in the issuance of approximately 179,847,780 new shares.

  2. What ownership stake will former DS Smith shareholders hold?

    The holders of the new common stock will collectively own approximately 34.1% of the company's outstanding share capital, based on the company's basic outstanding share capital and DS Smith's fully diluted share capital as of January 31, 2025.

  3. When and where will the combined company's shares trade?

    The company expects the new shares to begin trading on the New York Stock Exchange under the symbol "IP" on February 4, 2025. Shares of common stock, including the new shares, are expected to trade on the London Stock Exchange via a secondary listing under the symbol "IPC." DS Smith shares are expected to be delisted from the LSE on the same date.

  4. What financial benefits does management expect from the acquisition?

    The press release states that the company expects significant synergies of at least $514 million and that the acquisition will be EPS accretive in year one, while maintaining a strong investment-grade balance sheet.

  5. Where can investors find the historical and pro forma financial information for DS Smith?

    The filing states that the financial statements required under Item 9.01(a) and the unaudited pro forma financial information required under Item 9.01(b) were previously filed in the company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 12, 2024, and are incorporated by reference.

04—Continue

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