01—Abstract
Summary
Summary of the 8-K filed November 24, 2025. Cited figures are marked; the original filing is the authoritative source.
Smurfit Westrock plc (SW) filed this Form 8-K on November 24, 2025 to report the issuance of new senior notes by its subsidiaries.
On November 21, 2025, Smurfit Westrock Financing Designated Activity Company issued $800 milliona of 5.185% senior notes due January 15, 2036 (the USD Notes). On November 24, 2025, Smurfit Kappa Treasury Unlimited Company issued €500 million of 3.489% senior notes due November 24, 2031 (the EUR Notes). Both series are guaranteed by Smurfit Westrock plc and a group of subsidiaries and were registered under a Form S-3ASR filed November 12, 2025.
The company intends to use the net proceeds to redeem in full the $500 millionb 3.375% senior notes due 2027 issued by WRKCo Inc. (redemption date December 4, 2025) and the €750 million 1.500% senior notes due 2027 issued by Smurfit Kappa Treasury Unlimited Company (redemption date December 2, 2025), with the remainder used for general corporate purposes, including repayment of other indebtedness. An amount equal to the proceeds will also be used to finance or refinance eligible assets under the company's Green Finance Framework.
The transaction extends the maturity profile of the company's debt, replacing 2027 maturities with notes due 2031 and 2036. The filing discloses the redemption terms, including make-whole call provisions and par call dates (October 15, 2035 for the USD Notes and August 24, 2031 for the EUR Notes), but does not provide financial results or guidance.
02—Key points
Key Highlights
- USD Notes: $800 million of 5.185% senior notes due January 15, 2036, issued November 21, 2025, with semi-annual interest beginning July 15, 2026.
- EUR Notes: €500 million of 3.489% senior notes due November 24, 2031, issued November 24, 2025, with annual interest beginning November 24, 2026.
- Proceeds will redeem the $500 million 3.375% WRKCo Inc. notes due 2027 (redemption December 4, 2025) and the €750 million 1.500% SKT notes due 2027 (redemption December 2, 2025).
- Remaining proceeds are earmarked for general corporate purposes, including repayment of other indebtedness, and an amount equal to the proceeds will finance eligible assets under the Green Finance Framework.
- Both series are guaranteed by Smurfit Westrock plc and a group of subsidiaries, and were registered under Form S-3ASR No. 333-291446.
- USD Notes may be redeemed before October 15, 2035 at a make-whole price based on the Treasury Rate plus 20 basis points; EUR Notes before August 24, 2031 on a comparable basis using the Comparable Government Bond Rate plus 20 basis points.
03—Questions
Frequently Asked Questions
What debt did Smurfit Westrock issue in November 2025?
Smurfit Westrock Financing Designated Activity Company issued $800 million of 5.185% senior notes due 2036 on November 21, 2025, and Smurfit Kappa Treasury Unlimited Company issued €500 million of 3.489% senior notes due 2031 on November 24, 2025.
What will the proceeds be used for?
The company intends to redeem the $500 million 3.375% WRKCo Inc. notes due 2027 and the €750 million 1.500% SKT notes due 2027 in full, use the remainder for general corporate purposes including repaying other indebtedness, and use an amount equal to the proceeds to finance or refinance eligible assets under its Green Finance Framework.
When will the 2027 notes being redeemed be repaid?
Conditional redemption notices were issued for the WRKCo 2027 Notes on November 18, 2025, with redemption on December 4, 2025, and for the SKT 2027 Notes on November 19, 2025, with redemption on December 2, 2025.
When do interest payments and maturities occur on the new notes?
The USD Notes pay interest semi-annually on January 15 and July 15, starting July 15, 2026, and mature January 15, 2036. The EUR Notes pay interest annually on November 24, starting November 24, 2026, and mature November 24, 2031.
Who guarantees the notes?
The USD Notes are guaranteed by Smurfit Westrock plc, Smurfit Kappa Treasury Unlimited Company, and a list of Smurfit Kappa and WestRock subsidiaries. The EUR Notes are guaranteed by Smurfit Westrock plc, Smurfit Westrock Financing Designated Activity Company, and the same group of subsidiaries.
04—Continue