01—Abstract
Summary
Summary of the 8-K filed March 11, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 11, 2025, International Paper Company disclosed under Item 1.01 that its wholly owned subsidiary DS Smith Limited ran consent solicitations for four series of its Euro-Medium Term Note Programme notes: €600,000,000 0.875%a Notes due September 12, 2026; €850,000,000 4.375% Notes due July 27, 2027; £250,000,000 2.875% Notes due July 26, 2029; and €650,000,000 4.500% Notes due July 27, 2030.
The proposed amendments removed DS Smith's obligation to prepare audited and unaudited consolidated accounts, aligned certain events of default with those in International Paper's debt documentation, added flexibility for potential reorganisation of DS Smith's subsidiaries, and made related consequential changes. In exchange for consent, DS Smith proposed that International Paper guarantee its payment obligations under the notes. Meetings of noteholders held on March 10, 2025 passed an Extraordinary Resolution for each series approving the amendments.
DS Smith then executed Supplemental Trust Deeds, and International Paper executed a deed of guarantee for each series. The filing states that the full principal amount of each series remains outstanding, and that International Paper has become guarantor of each series effective March 10, 2025.
For investors, the filing is a structural and credit-support change rather than a new borrowing: it adds International Paper's guarantee to roughly €2.95 billion of equivalent-denominated DS Smith notes, plus the sterling series, and removes separate DS Smith consolidated reporting obligations. The exhibits listed are the four deeds of guarantee and the Inline XBRL cover page.
02—Key points
Key Highlights
- DS Smith Limited, a wholly owned subsidiary of International Paper, completed consent solicitations for four series of its Euro-Medium Term Note Programme notes.
- Noteholder meetings held March 10, 2025 passed Extraordinary Resolutions approving the Proposed Amendments for each series.
- Effective March 10, 2025, International Paper became guarantor of the payment obligations under each series of DS Smith notes.
- The Proposed Amendments remove DS Smith's obligation to prepare audited and unaudited consolidated accounts.
- Event-of-default provisions were amended to align more closely with International Paper's debt securities documentation, and DS Smith gained flexibility for potential reorganisation of its subsidiaries.
- The full principal amount of each series remains outstanding as of the filing date.
- Four deeds of guarantee dated March 10, 2025 are filed as Exhibits 10.1 through 10.4.
03—Questions
Frequently Asked Questions
Why did DS Smith solicit consent from noteholders?
The filing states that the amendments were sought to remove the consolidated accounts requirement, align certain events of default with International Paper's debt documentation, and allow flexibility for potential reorganisation of DS Smith's subsidiaries, now that DS Smith and its subsidiaries are part of the International Paper group.
What did International Paper give noteholders in return for consent?
As consideration for consenting to the Proposed Amendments, DS Smith proposed that International Paper procure a guarantee of DS Smith's payment obligations under the Notes, and International Paper has since executed a deed of guarantee for each series.
Did the noteholders approve the changes?
Yes. At separate meetings held on March 10, 2025, an Extraordinary Resolution was passed for each series approving the Proposed Amendments, after which the Supplemental Trust Deeds were executed and delivered.
Are any of the notes being repaid or changing principal amount?
No. The filing states that the full principal amount of each series remains outstanding as of the date of the filing.
Which notes are covered by the guarantee?
The guarantee covers the €600,000,000 0.875% Notes due September 12, 2026, the €850,000,000 4.375% Notes due July 27, 2027, the £250,000,000 2.875% Notes due July 26, 2029, and the €650,000,000 4.500% Notes due July 27, 2030.
04—Continue