Smurfit Westrock plc Enters Material Definitive Agreement

TL;DR

Smurfit Westrock signed a big deal, filing shows.

AI Summary

Smurfit Westrock plc announced on November 26, 2024, that it has entered into a material definitive agreement. The company, formerly known as Smurfit WestRock plc until June 28, 2024, and Smurfit WestRock Ltd until December 26, 2023, is incorporated in Ireland and operates in the paperboard containers and boxes industry.

Why It Matters

This filing indicates a significant new contract or partnership for Smurfit Westrock, which could impact its future financial performance and market position.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Smurfit Westrock plc (company) — Registrant
• Smurfit WestRock plc (company) — Former Company Name
• Smurfit WestRock Ltd (company) — Former Company Name
• November 26, 2024 (date) — Date of earliest event reported
• 20241126 (date) — Conformed period of report
• 20241127 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — registered Ordinary shares, par value $0.001 per share SW New York Stock Exchange
• $850 million — rated under the laws of Ireland, issued $850 million in aggregate principal amount of 5.418%
• $750 million — Offerings (i) to redeem the outstanding $750 million in aggregate principal amount of 4.650%

Filing Documents

• tm2429637d1_8k.htm (8-K) — 52KB
• tm2429637d1_ex4-1.htm (EX-4.1) — 700KB
• tm2429637d1_ex4-2.htm (EX-4.2) — 863KB
• tm2429637d1_ex10-1.htm (EX-10.1) — 238KB
• tm2429637d1_ex10-2.htm (EX-10.2) — 306KB
• tm2429637d1_ex99-1.htm (EX-99.1) — 19KB
• tm2429637d1_8kimg001.jpg (GRAPHIC) — 5KB
• 0001104659-24-123395.txt ( ) — 2787KB
• sw-20241126.xsd (EX-101.SCH) — 3KB
• sw-20241126_lab.xml (EX-101.LAB) — 33KB
• sw-20241126_pre.xml (EX-101.PRE) — 22KB
• tm2429637d1_8k_htm.xml (XML) — 4KB

01. Entry into a

Item 1.01. Entry into a Material Definitive Agreement. Senior Notes Offerings On November 26, 2024, Smurfit Westrock Financing Designated Activity Company (the "USD Issuer"), a designated activity company incorporated under the laws of Ireland and a wholly-owned subsidiary of Smurfit Westrock plc ("Smurfit Westrock"), a public limited company incorporated under the laws of Ireland, issued $850 million in aggregate principal amount of 5.418% senior notes due 2035 (the "USD Notes") under an indenture, dated as of November 26, 2024 (the "USD Indenture"), among, inter alios , the USD Issuer, the guarantors party thereto (the "USD Guarantors") and Deutsche Bank Trust Company Americas, as trustee (the "USD Offering"). On November 27, 2024, Smurfit Kappa Treasury Unlimited Company (the "EUR Issuer" and, together with the USD Issuer, the "Issuers"), a public unlimited company incorporated under the laws of Ireland and a wholly-owned subsidiary of Smurfit Westrock, issued 600 million in aggregate principal amount of 3.454% senior notes due 2032 (the "2032 Notes") and 600 million in aggregate principal amount of 3.807% senior notes due 2036 (the "2036 Notes" and, together with the 2032 Notes, the "EUR Notes" and, collectively with the USD Notes, the "Notes") under an indenture, dated as of November 27, 2024 (the "EUR Indenture" and, together with the USD Indenture, the "Indentures"), among, inter alios , the EUR Issuer, the guarantors party thereto and Deutsche Trustee Company Limited, as trustee (the "EUR Offering" and, together with the USD Offering, the "Offerings"). The Notes were offered and sold (i) in the United States only to qualified institutional buyers (as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "Securities Act")), in reliance on Rule 144A and (ii) outside the United The Issuers intend to use the net pro

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of November 26, 2024, among Smurfit Westrock Financing Designated Activity Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar. 4.2 Indenture, dated as of November 27, 2024, among Smurfit Kappa Treasury Unlimited Company, the guarantors party thereto, Deutsche Trust Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and transfer agent, and Deutsche Bank Luxembourg S.A., as registrar. 10.1 Registration Rights Agreement, dated as of November 26, 2024, among Smurfit Westrock Financing Designated Activity Company, the guarantors party thereto and Citigroup Global Markets Inc., ING Financial Markets, LLC, SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC. 10.2 Form of Amended and Restated Dealer Agreement, dated as of November 21, 2024, among WRKCo Inc. , the guarantors party thereto and the dealer party thereto. 99.1 Press Release dated November 27, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized. Smurfit WestRock plc Date: November 27, 2024 By: /s/ Ken Bowles Ken Bowles Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR