What is this filing and why was it filed?

This is Amendment No. 1 on Form 8-K/A, filed September 13, 2024. It supplements the July 8, 2024 Original Report, which reported completion of the Combination, by providing the required financial statements of WestRock, Smurfit Kappa and Smurfit Westrock, plus pro forma combined financial information. It does not update developments after the Original Report.

What did WestRock shareholders receive in the Combination?

Each WestRock common share was converted into one Smurfit Westrock ordinary share and $5.00 in cash. The aggregate cash consideration was $1,291 million, and 258,228,403 shares were issued to WestRock shareholders.

How did WestRock perform in the nine months ended June 30, 2024?

Net sales were $14,154.6 million, down from $15,321.8 million. Net income attributable to common stockholders was $75.2 million, compared with a $1,758.8 million loss a year earlier that included a $1,893.0 million goodwill impairment. Consolidated Adjusted EBITDA was $1,835.7 million, compared with $2,242.6 million.

What do the pro forma figures show, and are they final?

The pro forma combined balance sheet as of June 30, 2024 shows total assets of $44,752 million and total equity of $18,051 million. The pro forma statements show net sales of $15,450 million for the six months ended June 30, 2024 and $32,501 million for 2023. The filing states that these figures are illustrative, that the purchase price allocation is preliminary, and that the final allocation may differ materially.

How was the cash portion of the Combination financed?

Smurfit Kappa Treasury issued $750 million of 5.200% Senior Notes due 2030, $1,000 million of 5.438% Senior Notes due 2034 and $1,000 million of 5.777% Senior Notes due 2054 on April 3, 2024. The net proceeds were used to finance the cash consideration, fees and expenses, and general corporate purposes. A $4,500 million multicurrency revolving facility entered into June 28, 2024 remained undrawn.

SW 8-K SEC Disclosure — Sep 13, 2024

01—Abstract

Summary

Summary of the 8-K/A filed September 13, 2024. Cited figures are marked; the original filing is the authoritative source.

Smurfit Westrock plc filed this Amendment No. 1 on Form 8-K/A on September 13, 2024 to supply the financial statement information omitted from its July 8, 2024 Original Report, which covered completion of the Combination of Smurfit Kappa and WestRock Company on July 5, 2024.

The amendment does not update developments after the Original Report's filing date. It includes WestRock's unaudited consolidated financial statements for the three and nine months ended June 30, 2024, WestRock's MD&A for those periods, and unaudited condensed pro forma combined financial information as of June 30, 2024 and for the six months ended June 30, 2024 and the year ended December 31, 2023. It also incorporates other historical statements by reference, including Smurfit Westrock's and Smurfit Kappa's audited financial statements.

The filing states that the Combination was completed under a transaction agreement dated September 12, 2023. Each WestRock share was converted into one Smurfit Westrock share plus $5.00^a in cash, for an aggregate cash consideration of $1,291 million, with 258,228,403 shares issued to WestRock holders. Smurfit Kappa shareholders received 261,094,836 shares.

Smurfit Kappa shareholders own approximately 50.3% of the combined company and WestRock shareholders own approximately 49.7%. The pro forma balance sheet shows total assets of $44,752 million^b and total equity of $18,051 million as of June 30, 2024. The pro forma statement of operations for the six months ended June 30, 2024 shows net sales of $15,450 million and net income of $395 million, with diluted EPS of $0.75.

For the year ended December 31, 2023, the pro forma results show net sales of $32,501 million^c and a net loss of $1,086 million, with diluted EPS of $(2.11). The filing states that the purchase price allocation is preliminary and that the valuation has not been finalized. WestRock's standalone results for the nine months ended June 30, 2024 show net sales of $14,154.6 million, down from $15,321.8 million a year earlier, and net income attributable to common stockholders of $75.2 million, compared with a loss of $1,758.8 million in the prior-year period, which included a $1,893.0 million goodwill impairment.

Consolidated Adjusted EBITDA for the nine months ended June 30, 2024 was $1,835.7 million^d, compared with $2,242.6 million. Cash and cash equivalents were $461.4 million, and total debt was $8.8 billion at June 30, 2024.

02—Key points

Key Highlights

Completion of the Combination on July 5, 2024: Smurfit Kappa and WestRock became wholly owned subsidiaries of Smurfit Westrock plc, with Smurfit Kappa shareholders owning about 50.3% and WestRock shareholders about 49.7%.
WestRock shareholders received one Smurfit Westrock share and $5.00 in cash per share, for aggregate cash consideration of $1,291 million and 258,228,403 shares issued.
WestRock nine-month net sales were $14,154.6 million, down from $15,321.8 million, and net income attributable to common stockholders was $75.2 million, versus a $1,758.8 million loss including a $1,893.0 million goodwill impairment in the prior-year period.
Consolidated Adjusted EBITDA for WestRock's nine months ended June 30, 2024 was $1,835.7 million, compared with $2,242.6 million a year earlier.
Pro forma combined total assets were $44,752 million and total equity was $18,051 million as of June 30, 2024; the purchase price allocation is preliminary and estimated goodwill is $3,528 million.
Pro forma combined net sales were $15,450 million for the six months ended June 30, 2024 and $32,501 million for calendar 2023, with pro forma diluted EPS of $0.75 and $(2.11), respectively.
Smurfit Kappa financed the cash consideration with $2,750 million of senior notes issued April 3, 2024 and a $4,500 million undrawn revolving facility entered into June 28, 2024; a $750 million WestRock delayed draw term loan was repaid on July 5, 2024.

03—Questions

Frequently Asked Questions

What is this filing and why was it filed?
This is Amendment No. 1 on Form 8-K/A, filed September 13, 2024. It supplements the July 8, 2024 Original Report, which reported completion of the Combination, by providing the required financial statements of WestRock, Smurfit Kappa and Smurfit Westrock, plus pro forma combined financial information. It does not update developments after the Original Report.
What did WestRock shareholders receive in the Combination?
Each WestRock common share was converted into one Smurfit Westrock ordinary share and $5.00 in cash. The aggregate cash consideration was $1,291 million, and 258,228,403 shares were issued to WestRock shareholders.
How did WestRock perform in the nine months ended June 30, 2024?
Net sales were $14,154.6 million, down from $15,321.8 million. Net income attributable to common stockholders was $75.2 million, compared with a $1,758.8 million loss a year earlier that included a $1,893.0 million goodwill impairment. Consolidated Adjusted EBITDA was $1,835.7 million, compared with $2,242.6 million.
What do the pro forma figures show, and are they final?
The pro forma combined balance sheet as of June 30, 2024 shows total assets of $44,752 million and total equity of $18,051 million. The pro forma statements show net sales of $15,450 million for the six months ended June 30, 2024 and $32,501 million for 2023. The filing states that these figures are illustrative, that the purchase price allocation is preliminary, and that the final allocation may differ materially.
How was the cash portion of the Combination financed?
Smurfit Kappa Treasury issued $750 million of 5.200% Senior Notes due 2030, $1,000 million of 5.438% Senior Notes due 2034 and $1,000 million of 5.777% Senior Notes due 2054 on April 3, 2024. The net proceeds were used to finance the cash consideration, fees and expenses, and general corporate purposes. A $4,500 million multicurrency revolving facility entered into June 28, 2024 remained undrawn.

04—Continue

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