Skip to content
AnalystLens

Smurfit Westrock 8-K Report, Material Agreement (Nov 27, 2024)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed November 27, 2024
Period End
November 26, 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. Change in control8-K · Jul ’24Jul ’24
  2. Impairment8-K · Apr ’25Apr ’25
  3. Leadership change8-K · Feb ’26Feb ’26

01—Abstract

Summary

Summary of the 8-K filed November 27, 2024. Cited figures are marked; the original filing is the authoritative source.

On November 26–27, 2024, Smurfit Westrock plc's subsidiaries issued new senior notes in a combined offering: $850 milliona of 5.418% senior notes due 2035 by Smurfit Westrock Financing Designated Activity Company (the USD Issuer), and €600 million of 3.454% senior notes due 2032 plus €600 million of 3.807% senior notes due 2036 by Smurfit Kappa Treasury Unlimited Company (the EUR Issuer).

The Notes were sold under Rule 144A and Regulation S, and the press release describes them as the company's inaugural green bond issuance as a combined group. The USD notes priced at 99.988%, and the euro notes priced at 100.000%. The company reported combined order books in excess of €5.9 billion and $5.5 billionb for the euro and U.S. dollar markets, respectively.

The net proceeds are intended to redeem the outstanding $750 millionc of 4.650% senior notes due 2026 issued by WRKCo Inc. and the outstanding €1,000 million of 2.875% senior notes due 2026 issued by Smurfit Kappa Acquisitions Unlimited Company, with redemptions scheduled for December 2 and December 6, 2024, respectively. The remaining proceeds are for general corporate purposes, including debt repayment, and an amount equal to the proceeds is intended to finance or refinance eligible green projects under the company's Green Finance Framework. The Notes are fully and unconditionally guaranteed on a senior basis by Smurfit Westrock and certain subsidiaries.

The filing also reports that on November 21, 2024, WRKCo amended and restated its commercial paper program to add the USD Issuer as a guarantor, with all other terms unchanged, and that the USD Issuer was concurrently added as a guarantor to other existing senior indebtedness, including senior notes and the revolving credit facility. Under the registration rights agreement for the USD notes, the issuers must use reasonable best efforts to complete an exchange offer by July 5, 2025, and must pay additional interest if they fail to meet these obligations. The indentures contain customary covenants, including limits on liens and mergers, and change-of-control repurchase rights at 101%d for USD notes and 100% for EUR notes.

02—Key points

Key Highlights

  1. Issued $850 million of 5.418% senior notes due January 15, 2035, priced at 99.988%, through Smurfit Westrock Financing DAC.
  2. Issued €600 million of 3.454% senior notes due November 27, 2032 and €600 million of 3.807% senior notes due November 27, 2036, both priced at 100.000%, through Smurfit Kappa Treasury Unlimited Company.
  3. Net proceeds are earmarked to redeem $750 million of 4.650% WRKCo 2026 notes (December 6, 2024) and €1,000 million of 2.875% SKA 2026 notes (December 2, 2024), with the remainder for general corporate purposes.
  4. Order books exceeded €5.9 billion for the euro tranches and $5.5 billion for the U.S. dollar tranche, according to the press release.
  5. The Notes are intended to be the company's inaugural green bond issuance as a combined group, with proceeds matched to eligible green projects under its Green Finance Framework.
  6. WRKCo's commercial paper program was amended and restated on November 21, 2024 to add the USD Issuer as a guarantor, with other terms unchanged.
  7. The CFO stated that the next significant bond maturity after the redemptions is September 2027.

03—Questions

Frequently Asked Questions

  1. How much debt did Smurfit Westrock issue, and at what coupons?

    The company issued $850 million of 5.418% senior notes due 2035 in U.S. dollars, €600 million of 3.454% senior notes due 2032, and €600 million of 3.807% senior notes due 2036 in euros. The USD notes priced at 99.988% and the euro notes at 100.000%.

  2. What will the proceeds be used for?

    The proceeds are intended to redeem the $750 million 4.650% WRKCo 2026 notes and the €1,000 million 2.875% SKA 2026 notes, with the remainder used for general corporate purposes, including debt repayment. An amount equal to the proceeds is also intended to finance or refinance eligible green projects under the Green Finance Framework.

  3. When will the existing 2026 notes be redeemed?

    Conditional redemption notices were distributed on November 20, 2024. The SKA 2026 notes will be redeemed on December 2, 2024, and the WRKCo 2026 notes will be redeemed on December 6, 2024.

  4. What are the key investor protections in the indentures?

    The indentures include customary covenants that limit liens on principal properties or shares of stock to secure debt without equally securing the Notes, and limit mergers or consolidations, subject to exceptions. Upon a change of control repurchase event, holders may require repurchase at 101% of principal for USD notes and 100% for EUR notes, plus accrued interest.

  5. What registration obligations apply to the USD notes?

    The USD Issuer and guarantors agreed to use reasonable best efforts to complete an exchange offer registration by July 5, 2025, and to use commercially reasonable efforts to file a shelf registration statement in certain circumstances. If they fail to meet these obligations, they must pay additional interest to holders.

04—Continue

← View all 8-K filings