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Smurfit Westrock 8-K Report, Material Agreement (Jul 8, 2024)

Reports
Leadership Changes·Acquisitions & Dispositions·Material Agreements+6
Filing Date
Filed July 8, 2024
Period End
July 5, 2024
Security
SW
In the record · 2024–202610-K210-Q98-K28

SW filed 2 annual reports (10-K), 9 quarterly reports (10-Q) and 28 current reports (8-K) between 2024 and 2026.

  1. Impairment8-K · Apr ’25Apr ’25
  2. Leadership change8-K · Feb ’26Feb ’26

01—Abstract

Summary

Summary of the 8-K filed July 8, 2024. Cited figures are marked; the original filing is the authoritative source.

On July 5, 2024, Smurfit WestRock plc completed the combination of Smurfit Kappa Group plc and WestRock Company.

Smurfit Kappa was acquired through an Irish scheme of arrangement, and WestRock merged with Sun Merger Sub, LLC, with WestRock continuing as the surviving entity. Each WestRock common share (other than appraisal shares) was converted into one Smurfit WestRock share and $5.00a in cash, and 261,954,617 new ordinary shares were issued to Smurfit Kappa scheme shareholders. As of July 8, 2024, Smurfit WestRock had 519,323,681 ordinary shares outstanding.

Its shares began trading on the London Stock Exchange under 'SWR' and are to trade on the New York Stock Exchange under 'SW'. The filing describes significant debt and financing arrangements. Smurfit Kappa entered into a New Credit Agreement on June 28, 2024, providing a $4.5 billionb multicurrency revolving facility, a $600 million U.S. dollar term loan facility (cancelled on July 2, 2024 following the Second CoBank Amendment), and a $500 million swingline sub-facility.

The revolver is unsecured, carries margins of 0.30% to 0.85% per annum based on credit ratings, and has an initial five-year term. The agreement contains no financial covenants. WestRock's $600 millionc seven-year CoBank term loan matures in 2029.

WRKCo was authorized under an amended commercial paper program capped at $1.0 billiond. Several existing WestRock and Smurfit Kappa bank facilities were prepaid and cancelled, and the receivables securitization facility's termination date was extended to June 30, 2027. Guarantees of numerous existing bond indentures were extended to the new parent.

Governance also changed at closing. Nine Smurfit Kappa directors resigned, and twelve WestRock directors ceased to serve following their removal. Irial Finan became Chair, Anthony Smurfit became President and Group Chief Executive Officer, and Ken Bowles became Executive Vice President and Group Chief Financial Officer.

Deeds of indemnification and indemnification agreements were executed with directors and Section 16 officers. The filing states that the financial statements of the business acquired and pro forma financial information will be filed by amendment within 71 calendar days after the 8-K due date.

02—Key points

Key Highlights

  1. Completed combination of Smurfit Kappa Group plc and WestRock Company on July 5, 2024, with Smurfit Kappa acquired by scheme of arrangement and WestRock merged into Merger Sub, LLC.
  2. WestRock shareholders received one Smurfit WestRock share and $5.00 in cash per WestRock common share, and 261,954,617 new ordinary shares were issued to Smurfit Kappa scheme shareholders.
  3. Total issued share capital was 519,323,681 ordinary shares as of July 8, 2024, with listings on the LSE under 'SWR' and on the NYSE under 'SW'.
  4. New $4.5 billion multicurrency revolving credit facility, with margins of 0.30% to 0.85% per annum, a five-year initial term, and no financial covenants.
  5. Existing revolving and delayed draw facilities were prepaid and cancelled, including a $1.35 billion Smurfit Kappa revolver and WestRock facilities of €2.3 billion, €700 million and $750 million.
  6. Commercial paper program amended and restated with a $1.0 billion cap, and receivables securitization facility extended to June 30, 2027.
  7. Board and management reconstituted at closing, with Irial Finan as Chair, Anthony Smurfit as CEO and Ken Bowles as CFO; financial statements and pro forma information are to be filed by amendment.

03—Questions

Frequently Asked Questions

  1. What did WestRock shareholders receive in the combination?

    Each WestRock common share, other than shares held by holders who properly demanded appraisal, was converted into the right to receive one Smurfit WestRock share and $5.00 in cash. Unvested equity awards were assumed or converted under the Transaction Agreement.

  2. What new debt financing did the company enter into?

    Smurfit Kappa entered into a New Credit Agreement dated June 28, 2024, providing a $4.5 billion multicurrency revolving credit facility, a $600 million term loan (cancelled on July 2, 2024), and a $500 million swingline sub-facility. The revolver is unsecured, has an initial five-year term extendable by up to two years, and contains no financial covenants. WRKCo's commercial paper program is capped at $1.0 billion.

  3. Where and under what symbols do the shares trade?

    Smurfit WestRock shares were admitted to the standard listing segment of the FCA Official List and began trading on the London Stock Exchange under the ticker 'SWR' effective 8:00 a.m. UK time on July 8, 2024. The company's shares were expected to trade on the New York Stock Exchange under the ticker 'SW' from 9:30 a.m. New York time on the same date.

  4. Who leads the company after the combination?

    Irial Finan was appointed Chair, Anthony Smurfit was appointed President and Group Chief Executive Officer, Ken Bowles was appointed Executive Vice President and Group Chief Financial Officer, and Irene Page was appointed Group Chief Accounting Officer, all effective July 5, 2024. Nine former Smurfit Kappa directors resigned and twelve former WestRock directors ceased to serve.

04—Continue

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