International Paper to acquire DS Smith; price includes $2.5 billion of debt

By William Gullotti

Buffalo, N.Y., April 16 – International Paper Co. intends to acquire the entire issued and to be issued share capital of DS Smith plc and entered into a cooperation agreement on Tuesday, according to an 8-K filed with the Securities and Exchange Commission.

According to the investor presentation, the acquisition’s $9.9 billion transaction value is based on DS Smith’s net debt of $2.495 billion, non-controlling interests of $4 billion and net pension liability of $63 million. The upcoming all-stock transaction, subject to the satisfaction or waiver of all relevant conditions, is expected to be completed in the fourth quarter of 2024.

If consummated, about 66.3% of the combined ownership is expected to consist of International Paper stockholders and 33.7% will be DS Smith shareholders. Additionally, International Paper will seek a secondary listing on the London Stock Exchange.

BofA Securities, Inc. is acting as financial advisor to International Paper, with Skadden, Arps, Slate, Meagher & Flom LLP acting as legal adviser. Sidley Austin LLP is International Paper’s U.S. antitrust legal adviser in connection with the acquisition.

Goldman Sachs International, Citigroup Global Markets Ltd. and J.P. Morgan Securities plc are acting as financial advisors to DS Smith. Slaughter and May is DS Smith’s legal adviser, with Sullivan & Cromwell LLP also advising on matters of U.S. law.

International Paper is a packaging and paper manufacturing company based in Memphis. DS Smith is a London-based multinational packaging business.

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