UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
SMURFIT-STONE CONTAINER CORPORATION
(Name of Issuer)
common stock, $.01 par value per share
(Title of Class of Securities)
832727101
(CUSIP NUMBER)
Jeffrey Tannenbaum
505 Fifth Avenue, 23rd Floor
New York, New York 10017
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eleazer N. Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
January 22, 2010
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ]
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
Page 1 of 10
---------------------------------------------
CUSIP No. 832727101 13D
---------------------------------------------
-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fir Tree Value Master Fund, L.P.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
------- ----------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 8,408,780
PERSON WITH
------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,408,780
-------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,408,780
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (1) [x]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
-------------- -----------------------------------------------------------------
(1) This filing does not reflect any shares of Common Stock (as defined
herein) that may be deemed to be beneficially owned by the Reporting Persons (as
defined herein) as a result of membership in a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, as discussed
in Item 4, and the Reporting Persons expressly disclaim such membership.
Page 2 of 10
|
---------------------------------------------
CUSIP No. 832727101 13D
---------------------------------------------
-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fir Tree Capital Opportunity Master Fund, L.P.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-------------------------------------- ------- ---------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
------- ----------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 1,591,220
PERSON WITH ------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,591,220
-------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,591,220
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (2) [x]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
-------------- -----------------------------------------------------------------
(2) This filing does not reflect any shares of Common Stock that may be
deemed to be beneficially owned by the Reporting Persons as a result of
membership in a "group" within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended, as discussed in Item 4, and the Reporting
Persons expressly disclaim such membership.
Page 3 of 10
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---------------------------------------------
CUSIP No. 832727101 13D
---------------------------------------------
-------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fir Tree, Inc.
-------------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
-------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
------- ----------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 10,000,000
PERSON WITH ------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,000,000
-------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
-------------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (3) [x]
-------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
-------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------- -----------------------------------------------------------------
(3) This filing does not reflect any shares of Common Stock that may be
deemed to be beneficially owned by the Reporting Persons as a result of
membership in a "group" within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended, as discussed in Item 4, and the Reporting
Persons expressly disclaim such membership.
Page 4 of 10
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
SECURITIES ACQUIRED:
common stock, $.01 par value per share (the "Common Stock")
ISSUER:
Smurfit-Stone Container Corporation (the "Issuer")
222 North LaSalle Street
Chicago, Illinois 60601
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing.
(b) Address of Principal Business Office.
Fir Tree Value Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
Fir Tree Capital Opportunity Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
(c) The principal business of Fir Tree Value Master Fund, L.P.
("Fir Tree Value"), and Fir Tree Capital Opportunity Master Fund, L.P. ("Fir
Tree Capital Opportunity") is investing in securities. Fir Tree, Inc. provides
investment management services to private individuals and institutions and its
principal business is investment management.
Page 5 of 10
(d) None of Fir Tree, Inc., Fir Tree Value or Fir Tree Capital
Opportunity (collectively with Fir Tree, Inc. and Fir Tree Value, the "Reporting
Persons") have, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Fir Tree, Inc. is a New York corporation. Fir Tree Value is
a Cayman Islands exempted limited partnership. Fir Tree Capital Opportunity is a
Cayman Islands exempted limited partnership.
Schedule A attached hereto sets for the information regarding
the general partners of Fir Tree Value and Fir Tree Capital Opportunity and the
officers and directors of Fir Tree, Inc. (collectively, the "Instruction C
Persons").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons have invested approximately $3,481,772.40
in shares of Common Stock of the Issuer. The above amounts include any
commissions incurred in making the investments. The source of these funds was
the working capital of each of Fir Tree Value and Fir Tree Capital Opportunity.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons originally acquired the shares of Common Stock
for investment in the ordinary course of business because they believed that the
shares, when purchased, represented an attractive investment opportunity.
On January 26, 2009 the Issuer and certain of its subsidiaries filed a
voluntary petition (the "Proceeding") for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "U.S. Court") before the Honorable Brendan Linehan Shannon. The
United States Trustee in the Proceeding has denied a request by a holder of the
Common Stock and the Issuer's preferred stock to form an official equity
committee to represent the interests of equity holders in the Proceeding on
matters before the U.S. Court. On August 20, 2009, this holder filed a motion
for the appointment of an equity committee, joined in by other holders of the
Issuer's Common Stock. The U.S. Court held an initial hearing on the motion on
September 21, 2009 and then conducted an evidentiary hearing on the matter on
December 4, 2009. On December 10, 2009, the U.S. Court issued a Memorandum
Opinion denying the motion.
On December 1, 2009 the Issuer announced that it and each of its
subsidiaries and affiliates acting as debtors in possession under Chapter 11 of
the United States Bankruptcy Code,
Page 6 of 10
filed a Joint Plan of Reorganization and Plan of Compromise and Arrangement (the
"Plan") and Disclosure Statement (the "Disclosure Statement") with the U.S.
Court. The Plan provides, among other things, that (i) all holders of Common
Stock will receive no payment in the Proceedings, (ii) all existing shares of
Common Stock will be cancelled and (iii) all of the new shares of Common Stock
issued following confirmation of the Plan will be issued to certain of the
Issuer's creditors, subject to dilution for shares held for management and
employees.
On January 22, 2010 the Reporting Persons engaged legal counsel to
submit an objection to the adequacy of the Issuer's proposed Disclosure
Statement to the U.S. Court. Certain other holders of the Issuer's Common Stock
joined in this engagement solely for the purpose of sharing the expenses of
advisors and to facilitate the objections in the Proceeding (the other holders
currently party to such joint engagement, the "Other Holders").
It is expected that additional advisors will be retained to undertake
certain information and diligence projects, to assist the Reporting Persons and
the Other Holders in prosecuting their rights in the U.S. Court and to conduct
additional analyses of the business, operations, management, strategy,
bankruptcy case and future plans of the Issuer which may include, among other
things, determination of potential strategic alternatives to the pending Plan.
The Reporting Persons have previously approached unaffiliated professionals and
advisors to discuss potential strategic alternatives including alternatives to
the Plan. As of this date, the Reporting Persons have no definitive plans or
proposals with regard to an alternative to the Plan, and the Reporting Persons
intend to continue to pursue their objections to the Issuer's proposed Plan in
the U.S. Court.
As a result of the actions undertaken on behalf of the Reporting
Persons and the Other Holders as stated above, the Reporting Persons may be
deemed members of a "group" within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended, with one or more of the Other
Holders. Based on information and belief, the current Other Holders are entities
managed by Venor Capital Management LP and P. Schoenfeld Asset Management LP.
The Reporting Persons expressly disclaim membership in a group with the Other
Holders or any other person.
If the Reporting Persons were found to be members of a group with the
Other Holders, then, based on information and belief, the aggregate number of
shares of Common Stock beneficially owned by such group would be 22,945,000 or
approximately 8.9% of the Issuer's Common Stock.
Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or
proposals with respect thereto and may (i) acquire additional shares or
securities of the Issuer, (ii) dispose of any or all of their securities of the
Issuer, or (iii) enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all of
Page 7 of 10
their positions in the securities of the Issuer, depending upon the factors
described below and/or other investment considerations.
In addition, the Reporting Persons intend to review their investment
in the Issuer on a continuing basis and may seek to influence or change the
Issuer's management, directors, operations or business, strategy, bankruptcy
case and future plans of the Issuer, which may include, among other things,
discussions of potential strategic alternatives to the Issuer's proposed Plan,
including, without limitation, through potential discussions with management,
directors, the creditors' committee of the Issuer, the Other Holders, other
shareholders, existing or potential strategic partners or competitors of the
Issuer, industry analysts, investment and financing professionals and/or other
third parties. Such matters and discussions may materially affect, and result
in, the Reporting Persons modifying their investment in the Issuer, exchanging
information with any of such persons pursuant to appropriate confidentiality or
similar agreements or otherwise, working together with any of such persons
pursuant to joint agreements or otherwise, proposing changes in the Issuer's
operations, governance, capitalization or strategic plans, or in proposing or
engaging in one or more other actions set forth under subsections (a) through
(j) of Item 4 of Schedule 13D. Factors that may influence the Reporting Persons'
actions include, but are not limited to, their view regarding the Issuer's
operations, business strategy, prospects, financial position and/or strategic
direction, the outcome of the discussions and actions referenced herein, actions
taken by the board of directors, actions taken by the creditors' committee of
the Issuer, developments in the Issuer's bankruptcy case, price levels of the
Common Stock and other securities, availability of funds, subsequent
developments affecting the Issuer, other investment and business opportunities
available to the Reporting Persons, conditions in the securities and debt
market, general economic and industry conditions and other factors that the
Reporting Persons may deem relevant from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Fir Tree Value and Fir Tree Capital Opportunity beneficially
own 8,408,780 and 1,591,220, respectively, shares of Common Stock of the Issuer,
which represents approximately 3.3% and 0.6%, respectively, of the Issuer's
outstanding shares of Common Stock. Fir Tree, Inc., as the investment manager of
each of Fir Tree Value and Fir Tree Capital Opportunity, may be deemed to
beneficially own the 10,000,000 shares of Common Stock held collectively by Fir
Tree Value and Fir Tree Capital Opportunity, which represents approximately 3.9%
of the Issuer's outstanding shares of Common Stock. Such percentages were
calculated by dividing the number of shares of Common Stock beneficially owned
by each of the Reporting Persons by 256,658,958, the number of shares of Common
Stock issued and outstanding as of November 4, 2009, as reported in the Issuer's
Form 10-Q filed with the Securities Exchange Commission on November 9, 2009.
(b) Fir Tree Value may direct the vote and disposition of
8,408,780 shares of Common Stock. Fir Tree Capital Opportunity may direct the
vote and disposition of 1,591,220 shares of Common Stock. Fir Tree, Inc. has
been granted investment discretion over the shares of Common Stock held by Fir
Tree Value and Fir Tree Capital Opportunity, and thus, has the shared power to
direct the vote and disposition of 10,000,000 shares of Common Stock.
Page 8 of 10
The filing of this statement on Schedule 13D shall not be
construed as an admission that Fir Tree, Inc., Fir Tree Value or Fir Tree
Capital Opportunity is for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any of the
10,000,000 shares of Common Stock held by Fir Tree Value and Fir Tree Capital
Opportunity. Pursuant to Rule 13d-4, Fir Tree, Inc., Fir Tree Value and Fir Tree
Capital Opportunity disclaim all such beneficial ownership
(c) The transactions in the Issuer's securities by the Reporting
Persons in the last sixty days are listed as Schedule B attached hereto and made
a part hereof.
(d) Not Applicable.
(e) Not Applicable.
As indicated in Item 4, the Reporting Persons may be deemed members of
a "group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, with the Other Holders. The Reporting Persons expressly
disclaim membership in a group with the Other Holders or any other person. Based
on information and belief, the current Other Holders are entities managed by
Venor Capital Management LP and P. Schoenfeld Asset Management LP and the
aggregate number of shares of Common Stock of the Issuer beneficially owned by
all of such persons, including the Reporting Persons, would be 24,945,000
shares, or 8.9% of the shares outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto, a copy of
which is attached hereto as Exhibit 1.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement dated February 1, 2010, among the Reporting
Persons.
Page 9 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 1, 2010
FIR TREE VALUE MASTER FUND, LP
By: FIR TREE, INC., its Manager
By: /s/ Jeffrey Tannenbaum
------------------------
Name: Jeffrey Tannenbaum
Title: President
|
FIR TREE CAPITAL OPPORTUNITY MASTER
FUND, L.P.
By: FIR TREE, INC., its Manager
By: /s/ Jeffrey Tannenbaum
------------------------
Name: Jeffrey Tannenbaum
Title: President
|
FIR TREE, INC.
By: /s/ Jeffrey Tannenbaum
------------------------
Name: Jeffrey Tannenbaum
Title: President
|
Page 10 of 10
DOC ID-11058131.4
SCHEDULE A
INFORMATION REGARDING THE INSTRUCTION C PERSONS
The following sets forth the name, position, address, principal occupation and
citizenship of each director and executive officer of the applicable Reporting
Persons (the "Instruction C Persons"). To the best of the Reporting Persons'
knowledge, (i) none of the Instruction C Persons during the last five years has
been convicted in a criminal proceeding (excluding traffic violations or other
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws and
(ii) none of the Instruction C Persons owns any shares of Common Stock.
FIR TREE, INC.
Directors and Officers:
Name Position Address Principal Occupation Citizenship/Place of
Organization
Jeffrey Tannenbaum Director/President 505 Fifth Avenue, President of Fir United States
23rd Floor, New Tree Inc.
York, NY 10017
|
FIR TREE VALUE MASTER FUND, L.P.
Fir Tree, L.L.C., the General Partner of Fir Tree Value Master Fund, L.P., is a
Delaware limited liability company. Its principal business is acting as the
general partner of Fir Tree Value Master Fund, L.P. Its principal business
address is 51 Bedford Road, Suites 3&4, Katonah, New York 10536.
FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
Camellia Partners, LLC, the General Partner of Fir Tree Capital Opportunity
Master Fund, L.P., is a Delaware limited liability company. Its principal
business is acting as the general partner of Fir Tree Capital Opportunity Master
Fund, L.P. Its principal business address is 51 Bedford Road, Suites 3&4,
Katonah, New York 10536.
DOC ID-11058131.4
SCHEDULE B
TRANSACTIONS IN THE COMMON STOCK BY FIR TREE VALUE MASTER FUND, L.P. DURING THE
PAST 60 DAYS
Unless otherwise indicated, all trades were effected in the open market through
brokers.
Number of Shares
DATE PURCHASED/(SOLD) PRICE PER SHARE*
---- ----------------- ----------------
12/04/2009 (1,092,780) $0.33100
12/04/2009 252,180 $0.36490
12/09/2009 336,200 $0.33620
12/10/2009 168,100 $0.34500
12/10/2009 (840,600) $0.19500
01/05/2010 459,240 $0.30550
01/06/2010 210,280 $0.34020
01/08/2010 1,766,310 $0.41050
01/08/2010 210,250 $0.42000
01/11/2010 210,000 $0.42800
01/11/2010 2,313,000 $0.43030
01/12/2010 213,600 $0.40860
|
* Excludes commissions.
TRANSACTIONS IN THE COMMON STOCK BY FIR TREE CAPITAL OPPORTUNITY MASTER FUND,
L.P. DURING THE PAST 60 DAYS
Unless otherwise indicated, all trades were effected in the open market through
brokers.
Number of Shares
DATE PURCHASED/(SOLD) PRICE PER SHARE*
---- ----------------- ----------------
12/04/2009 47,820 $0.36490
12/04/2009 (207,220) $0.33100
12/09/2009 63,800 $0.33620
12/10/2009 31,900 $0.34500
12/10/2009 (159,400) $0.19500
01/05/2010 86,760 $0.30550
01/06/2010 39,720 $0.34020
01/08/2010 333,690 $0.41050
01/08/2010 39,750 $0.42000
01/11/2010 437,000 $0.43030
01/11/2010 40,000 $0.42800
01/12/2010 40,400 $0.40860
|
*Excludes commissions.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including any and all amendments thereto)
with respect to the common stock, $.01 par value per share, of Smurfit-Stone
Container Corporation, and further agree that this Joint Filing Agreement shall
be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for the timely filing of such Statement on Schedule 13D and any amendments
thereto, and for the accuracy and completeness of the information concerning
such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party,
unless such party knows or has reason to believe that such information is
inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 1, 2010.
FIR TREE VALUE MASTER FUND, LP
By: FIR TREE, INC., its Manager
By: /s/ Jeffrey Tannenbaum
------------------------
Name: Jeffrey Tannenbaum
Title: President
|
FIR TREE CAPITAL OPPORTUNITY MASTER
FUND, L.P.
By: FIR TREE, INC., its Manager
By: /s/ Jeffrey Tannenbaum
------------------------
Name: Jeffrey Tannenbaum
Title: President
|
FIR TREE, INC.
By: /s/ Jeffrey Tannenbaum
------------------------
Name: Jeffrey Tannenbaum
Title: President
|
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