22 BISHOPSGATE

LONDON EC2N 4BQ

AFFILIATE OFFICES

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TEL: (020) 7519-7000

FAX: (020) 7519-7070

www.skadden.com

September 3, 2024

Erin Donahue

Evan Ewing

We note your disclosure that the New International Paper Shares will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act. Please provide us with a detailed factual and legal analysis setting forth why you believe you may rely on this exemption. Please also revise your disclosure where appropriate in the proxy statement to discuss the exemption in further detail. Refer to Staff Legal Bulletin No. 3A.

The securities must be issued in exchange for securities, claims or property interests; they cannot be offered for cash.

A court or authorized governmental entity must approve the fairness of the terms and conditions of the exchange.

The reviewing court or authorized governmental entity must:

find, before approving the transaction, that the terms and conditions of the exchange are fair to those to whom securities will be issued; and

be advised before the hearing that the issuer will rely on the 3(a)(10) exemption based on the court’s or authorized governmental entity’s approval of the transaction.

The court or authorized governmental entity must hold a hearing before approving the fairness of the terms and condition of the transaction.

A governmental entity must be expressly authorized by law to hold the hearing, although it is not necessary that the law require the hearing.

The fairness hearing must be open to everyone to whom securities would be issued in the proposed exchange.

Adequate notice of the hearing must be given to all those persons.

There cannot be any improper impediments to the appearance by those persons at the hearing.

Under the terms of the Offer, which is an all-share combination, the DS Smith Shareholders will be entitled to receive, for each DS Smith Share held by such DS Smith Shareholder, 0.1285 new shares of Common Stock of International Paper. This aligns with the requirements under Section 3(a)(10) of the Securities Act, as the new shares of Common Stock of International Paper will be issued in exchange for securities and not for cash.

In order for the Acquisition to be completed, the Court is required to sanction (i.e., approve) the Scheme. Specifically, the Court will hold a hearing to assess whether the Scheme is fair to all affected parties, including the DS Smith Shareholders (the “Court Sanction Hearing”) and the Acquisition may not be completed without such a determination at the Court Sanction Hearing. This aligns with the requirements under Section 3(a)(10) of the Securities Act, as the approval must come from a court or other governmental authority that determines the fairness of the transaction.

As stated above, in order for the Acquisition to be completed, the Court must first sanction the Scheme at the Court Sanction Hearing, where the Court will consider whether the terms and conditions of the Acquisition are fair to DS Smith Shareholders and will not sanction the Scheme without such a finding of fairness. Prior to the Court Sanction Hearing, the Court will also be informed by the submission of a witness statement that the Section 3(a)(10) exemption will be relied upon by the Company. This satisfies the requirements under Section 3(a)(10) of the Securities Act, insofar as the Court will consider the fairness of the Acquisition and will not sanction the Scheme without such a finding of fairness and the Court will be advised before the hearing that the Company will rely on the Section 3(a)(10) exemption.

As stated above, the Court will hold the Court Sanction Hearing prior to sanctioning the Scheme and permitting the parties to complete the Acquisition, where the Court will consider the fairness of the terms and conditions of the Acquisition. This satisfies Section 3(a)(10) of the Securities Act insofar as the Court will hold a hearing before approving the fairness of the terms and conditions of the Acquisition.

The Court is expressly authorized to hold the Court Sanction Hearing under s.899 of the UK Companies Act 2006. This satisfies Section 3(a)(10) of the Securities Act insofar as the Court is expressly authorized by law to hold the Court hearing.

The Court Sanction Hearing will be open to all DS Smith Shareholders to attend. This satisfies Section 3(a)(10) of the Securities Act insofar as the fairness hearing of the Court is open to all DS Smith Shareholders.

Once the time and date of the Court Sanction Hearing is confirmed, a public announcement will be made sufficiently in advance of the Court Sanction Hearing to provide adequate notice to DS Smith Shareholders. DS Smith Shareholders will also be informed that the Court Sanction Hearing will be held in due course in the Scheme Document, which contains the terms and conditions of the Acquisition, and which is expected to be published and sent to the DS Smith Shareholders on or around the date of the Proxy Statement. This satisfies Section 3(a)(10) of the Securities Act insofar as there is adequate notice of the hearing given to the relevant persons.

The Court will ensure that there will be no improper impediments to DS Smith Shareholders being able to attend the Court Sanction Hearing. This satisfies Section 3(a)(10) of the Securities Act insofar as there are no improper impediments to the appearance by the relevant persons at the hearing.

Amanda Jenkins

Steven W. Hieatt

Melissa Sawyer