Smurfit WestRock Completes WestRock Acquisition

Ticker: SW · Form: 8-K · Filed: Jul 8, 2024 · CIK: 2005951

Smurfit Westrock PLC 8-K Filing Summary
FieldDetail
CompanySmurfit Westrock PLC (SW)
Form Type8-K
Filed DateJul 8, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.001, $600 million, $4.5 billion, $500 m, $600,000,000
Sentimentneutral

Sentiment: neutral

Topics: acquisition, merger, paper-packaging

TL;DR

Smurfit WestRock officially bought WestRock on July 8th, creating a packaging giant.

AI Summary

Smurfit WestRock plc announced the completion of its acquisition of WestRock Company on July 8, 2024. The transaction, initially announced on September 24, 2023, combined the two companies to create a global leader in paper and packaging solutions. The combined entity will operate under the Smurfit WestRock plc name.

Why It Matters

This merger creates a significantly larger player in the paper and packaging industry, potentially impacting market competition and pricing for consumers and businesses.

Risk Assessment

Risk Level: medium — The integration of two large companies presents execution risks, potential antitrust scrutiny, and market reaction challenges.

Key Players & Entities

  • Smurfit WestRock plc (company) — Acquiring entity and new combined company name
  • WestRock Company (company) — Acquired entity
  • September 24, 2023 (date) — Date of initial acquisition announcement
  • July 8, 2024 (date) — Date of acquisition completion

FAQ

What is the new name of the combined company?

The combined company will operate under the name Smurfit WestRock plc.

When was the acquisition officially completed?

The acquisition was completed on July 8, 2024.

When was the acquisition initially announced?

The acquisition was initially announced on September 24, 2023.

What industry does the combined company operate in?

The combined company operates in the paper and packaging industry.

What was the former name of the acquired company?

The former name of the acquired company was WestRock Company.

Filing Stats: 4,723 words · 19 min read · ~16 pages · Grade level 17.6 · Accepted 2024-07-08 17:27:43

Key Financial Figures

  • $0.001 — registered Ordinary shares, par value $0.001 per share SW New York Stock Exchange
  • $600 million — ity in an aggregate principal amount of $600 million (the " Term Loan Facility "), (ii) a mu
  • $4.5 billion — ity in an aggregate principal amount of $4.5 billion (the " Revolving Credit Facility ") and
  • $500 m — ity in an aggregate principal amount of $500 million, which backstops the CP Program (
  • $600,000,000 — ity in an aggregate principal amount of $600,000,000 and matures in 2029 (the " CoBank Credi
  • $292.3 million — hich SKT DAC has issued and outstanding $292.3 million aggregate principal amount of 7.5% debe
  • $750 million — er which SKT has issued and outstanding $750 million aggregate principal amount of 5.200% Se
  • $1 billion — amount of 5.200% Senior Notes due 2030, $1 billion aggregate principal amount of 5.438% Se
  • $600 million — which WRKCo has issued and outstanding $600 million aggregate principal amount of 3.750% Se
  • $500 million — amount of 3.750% Senior Notes due 2025, $500 million aggregate principal amount of 3.375% Se
  • $500 million — amount of 4.900% Senior Notes due 2029, $500 million aggregate principal amount of 4.200% Se
  • $400 million — er which MWV has issued and outstanding $400 million aggregate principal amount of 8.200% De
  • $300 million — mount of 8.200% Debentures due 2030 and $300 million aggregate principal amount of 7.950% De
  • $150 million — er which MWV has issued and outstanding $150 million aggregate principal amount of 6.840% De
  • $300 — er which MWV has issued and outstanding $300 aggregate principal amount of 6.800% De

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indemnification Agreements Effective July 5, 2024, Smurfit WestRock entered into deeds of indemnification (the " Deeds of Indemnification ") with the directors, the corporate secretary and the officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (the " Section 16 Officers ") of the Company. The Deeds of Indemnification, which are governed under the laws of Ireland, provide indemnification to such directors, corporate secretary and Section 16 Officers to the fullest extent permitted by the laws of Ireland, and in accordance with Smurfit WestRock's Amended Constitution (as defined below), for all expenses and other amounts actually incurred in any action or proceeding in which the director, corporate secretary, or Section 16 Officer is or may be involved by reason of the fact that he or she is or was a Smurfit WestRock director, corporate secretary or Section 16 Officer, or is or was otherwise serving Smurfit WestRock or other entities at the Company's request, on the terms and conditions set forth in the Deeds of Indemnification. Further, Smurfit WestRock agrees, to the fullest extent permitted by the laws of Ireland, to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Deeds of Indemnification. The Deeds of Indemnification also provide procedures for requesting and obtaining indemnification and advancement of expenses, to the fullest extent permitted by the laws of Ireland. Because Smurfit WestRock is an Irish public limited company, the Irish Companies Act 2014 only permits Smurfit WestRock to pay the costs or discharge the liability of an officer (as defined in the Irish Companies Act 2014) where judgment is given in his/her favor in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the officer acted honestly and reasonably and ought fairly to be excused. Accor

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