Smurfit WestRock Files 8-K on Equity Sales & Rights Modifications

TL;DR

Smurfit WestRock filed an 8-K detailing unregistered equity sales and changes to security holder rights.

AI Summary

Smurfit WestRock Limited filed an 8-K on June 20, 2024, reporting on events that occurred on June 13, 2024. The filing indicates unregistered sales of equity securities and material modifications to the rights of security holders. It also covers amendments to articles of incorporation or bylaws and financial statements/exhibits.

Why It Matters

This filing provides crucial updates on Smurfit WestRock's corporate actions, including potential equity issuances and changes affecting shareholder rights, which could impact the company's financial structure and governance.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material modifications to rights, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• Smurfit WestRock Limited (company) — Registrant
• June 13, 2024 (date) — Earliest event reported
• June 20, 2024 (date) — Date of report

FAQ

Filing Documents

• tm2417631d1_8k.htm (8-K) — 37KB
• tm2417631d1_ex5-1.htm (EX-5.1) — 325KB
• tm2417631d1_ex5-2.htm (EX-5.2) — 4KB
• tm2417631d1_ex5-2img001.jpg (GRAPHIC) — 120KB
• tm2417631d1_ex5-2img002.jpg (GRAPHIC) — 3KB
• 0001104659-24-073481.txt ( ) — 754KB
• none-20240613.xsd (EX-101.SCH) — 3KB
• none-20240613_lab.xml (EX-101.LAB) — 33KB
• none-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2417631d1_8k_htm.xml (XML) — 3KB

02. Unregistered Shares of Equity Securities

Item 3.02. Unregistered Shares of Equity Securities. On June 13, 2024, following the requisite approval of the Board of Directors of Smurfit WestRock Limited ("Smurfit WestRock" or the "Company"), the Company allotted 24,900 ordinary shares of 1.00 each in the capital of Smurfit WestRock (the "Ordinary Shares") to Matsack Nominees Limited ("Matsack Nominees") in connection with the Company's re-registration as a public limited company for the purpose of satisfying minimum capitalization requirements under Irish law. The Ordinary Shares were issued in reliance on the exemption contained in Section 4(a)(2) of the US Securities Act of 1933, as amended (the "US Securities Act"). Matsack Nominees is a nominee shareholder which is a wholly owned subsidiary of Matsack Trust Limited, a professional services company that is controlled by Matheson LLP, legal advisors to the Company as to Irish law. The rights related to the Ordinary Shares are summarized in Smurfit WestRock's registration statement on Form S-4, filed with the Securities and Exchange Commission (the "SEC") and declared effective on April 26, 2024 (the "Registration Statement").

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 18, 2024, following the requisite approval of the Board of Directors of the Company and the Company's sole shareholder, Smurfit WestRock was re-registered as a public limited company and changed its name from Smurfit WestRock Limited to Smurfit WestRock plc. On re-registration, an amendment to the Company's articles of association (the "Constitution") was adopted. Smurfit WestRock's re-registration and name change are reflected in the Company's amended Constitution filed by Smurfit WestRock with the Companies Registration Office of Ireland and in the Certificate of Incorporation as Public Limited Company issued by the Companies Registration Office of Ireland (the "Certificate"). Details related to the re-registration of Smurfit WestRock are summarized in the Registration Statement and the Transaction Agreement, dated as of September 12, 2023, by and among Smurfit Kappa Group plc ("Smurfit Kappa"), Smurfit WestRock, Sun Merger Sub, LLC and WestRock Company ("WestRock"), filed as an exhibit thereto. The description above is qualified in its entirety by reference to the full text of the amended Constitution and the Certificate, copies of which are attached respectively hereto as Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. As described in Item 3.02 and Item 5.03 of this Current Report on Form 8-K, the following Exhibits are filed as part of this Current Report on Form 8-K. (d) Exhibits. Exhibit Number Description of Exhibit 5.1 Amended Constitution of Smurfit WestRock Limited 5.2 Certificate of Incorporation as Public Limited Company filed by Smurfit WestRock 104 Cover page interactive data file (formatted as inline xbrl). 2 No Offer of Securities This Current Report on Form 8-K does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any Ordinary Shares expected to be issued to shareholders of Smurfit Kappa ("Smurfit Kappa Shareholders") and shareholders of WestRock ("WestRock Shareholders") in connection with the proposed combination of Smurfit Kappa and WestRock (the "Combination"). In particular, the issuance of the Ordinary Shares in connection with the Combination to Smurfit Kappa Shareholders has not been, and is not expected to be, registered under the US Securities Act or the securities laws of any other jurisdiction. The Ordinary Shares to be issued in connection with the Combination to Smurfit Kappa Shareholders will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the US Securities Act based on the approval of the proposed scheme of arrangement (the "Scheme") under Section 450 of the Companies Act 2014 of Ireland to effect the acquisition by Smurfit WestRock of the entire issued share capital of Smurfit Kappa (the "Smurfit Kappa Share Exchange") under the terms of the Transaction Agreement by the Irish High Court. Section 3(a)(10) of the US Securities Act exempts securities issued in exchange for one or more bona fide outstanding securities from the general requirement of re

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/ Ken Bowles Name: Ken Bowles Title: Executive Vice President and Group Chief Financial Officer Date: June 20, 2024 4

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View this 8-K filing on SEC EDGAR