Smurfit WestRock Files 8-K

TL;DR

Smurfit WestRock filed an 8-K, check for updates.

AI Summary

Smurfit WestRock Ltd. filed an 8-K on June 7, 2024, reporting other events and financial statements. The filing does not contain specific details on transactions or financial figures within the provided text, but it serves as a notification of these items.

Why It Matters

This filing indicates that Smurfit WestRock Ltd. is making a regulatory submission to the SEC, which may contain important updates for investors.

Risk Assessment

Risk Level: low — The provided text is a standard SEC filing notification without specific material events or financial disclosures that would indicate immediate risk.

Key Players & Entities

• Smurfit WestRock Ltd. (company) — Registrant
• June 7, 2024 (date) — Date of earliest event reported
• Ireland (location) — State or other jurisdiction of incorporation or organization
• 98-1776979 (identifier) — I.R.S. Employer Identification No.
• + 353 1 202 7000 (phone_number) — Registrant's phone number

FAQ

Filing Documents

• tm2416384d1_8k.htm (8-K) — 35KB
• tm2416384d1_ex99-1.htm (EX-99.1) — 564KB
• 0001104659-24-069646.txt ( ) — 821KB
• none-20240607.xsd (EX-101.SCH) — 3KB
• none-20240607_lab.xml (EX-101.LAB) — 33KB
• none-20240607_pre.xml (EX-101.PRE) — 22KB
• tm2416384d1_8k_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. On September 12, 2023, Smurfit Kappa Group plc ("Smurfit Kappa"), Smurfit WestRock Limited ("Smurfit WestRock" or the "Company"), WestRock Company ("WestRock") and Sun Merger Sub, LLC ("Merger Sub") entered into a Transaction Agreement, pursuant to which and under the Companies Act (the "Scheme") and (b) Merger Sub will merge with and into WestRock (the "Merger," and together with the Scheme, the "Combination"), with WestRock surviving the Merger and becoming a wholly owned subsidiary of Smurfit WestRock. The Combination is expected to close in early July 2024, conditional upon receipt of any outstanding regulatory approvals, shareholder approvals and satisfaction of other closing conditions. The Company filed a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC") in order to register the shares which will be issued to former WestRock stockholders pursuant to the Merger, which was declared effective on April 26, 2024 (the "Registration Statement"). The unaudited consolidated financial filed with the SEC in the Company's Quarterly Report on Form 10-Q on June 7, 2024. The unaudited condensed consolidated financial statements of Smurfit Kappa as of and for the three months ended March 31, 2024, including the notes related thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 99.1 Smurfit Kappa unaudited interim financial information. 104 Cover page interactive data file (formatted as inline xbrl). 1

Forward-looking Statements

Forward-looking Statements Certain statements in this Current Report on Form 8-K contain "forward-looking statements" (including within the meaning of US federal securities laws), including statements made regarding the Combination and the listing of Smurfit WestRock, the rationale and expected benefits of the Combination (including, but not limited to, synergies), and any other statements regarding WestRock's, Smurfit Kappa's and Smurfit WestRock's future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Words such as "believes," "expects," "may," "will," "shall," "should," "would," "could," "potential," "seeks," "aims," "projects," "predicts," "is optimistic," "intends," "plans," "estimates," "targets," "anticipates," "continues" or other comparable terms or negatives of these terms or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions, but not all forward-looking statements include such identifying words.

Forward-looking statements are based upon current

Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks and uncertainties, including, but not limited to, regulatory or other limitations imposed on the Company as a result of the Combination, the ability to integrate the businesses of Smurfit Kappa and WestRock following the Combination, the ability of Smurfit WestRock to achieve expected synergies, the performance of stock markets generally, developments in worldwide and national economics and other international events and circumstances, changes in foreign currencies and in interest rates, catastrophic events including natural disasters, epidemics and acts of war and terrorism, the cost and outcomes of investigations, and litigation and regulatory proceedings. These risks and uncertainties may cause actual future results to vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures the Company makes on related subjects. You should also read and consider the risk factors associated with Smurfit WestRock because these risk factors may affect the operations and financial results of the new combined company and the Smurfit WestRock Shares following completion of the Combination. A description of the risks and uncertainties for Smurfit Kappa and Smurfit WestRock may be found in the "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" sections of the Registration Statement, which was declared effective on April 26, 2024,

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SMURFIT WESTROCK LIMITED /s/ Anthony Smurfit Name: Anthony Smurfit Title: President and Group Chief Executive Officer (Principal Executive Officer) Date: June 7, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR