Smurfit Westrock (SW) 425Business combination disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): June 26, 2024

Smurfit WestRock plc

(Exact name of registrant as specified in its charter)

(Address of principal executive offices)

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) 

+353 1 202 7000

(Registrant’s phone number, including area code)

Smurfit WestRock Limited

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

The information set forth in Item 5.03 of this Current Report 8-K with respect to the allotment and issuance of non-voting preference shares is incorporated herein by reference.

The information set forth in Item 5.03 of this Current Report 8-K with respect to the allotment and issuance of non-voting preference shares is incorporated herein by reference.

On June 26, 2024, following the requisite approval of the Board of Directors (the “Board”) of Smurfit WestRock Limited (“Smurfit WestRock” or the “Company”) and the Company’s sole shareholder, Matsack Nominees Limited (“Matsack Nominees”), an amendment (the “Amendment”) to the Company’s articles of association (the “Constitution”) was adopted. Prior to the Amendment, the authorized share capital of the Company was €25,000 divided into 25,000 ordinary shares of €1.00 each. The Amendment provides that the authorized share capital of the Company is US$10,000,000 and €50,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of US$0.001 each, 25,000 ordinary shares of €1.00 each and 25,000 deferred shares of €1.00 each.

Pursuant to the Amendment, the Board created a new class of 8% non-cumulative and non-voting Series “A” preference shares of $0.001 each (the “Preferred Shares”). The Board allotted and issued 10,000 Preferred Shares to Matsack Trust Limited in exchange for the provision of legal services. The Preferred Shares were issued in reliance on the exemption contained in Section 4(a)(2) of the US Securities Act of 1933, as amended (the “US Securities Act”). Matsack Nominees is a nominee shareholder which is a wholly owned subsidiary of Matsack Trust Limited, a professional services company that is controlled by Matheson LLP, legal advisors to the Company as to Irish law.

The rights related to the Preferred Shares are summarized in Smurfit WestRock’s registration statement on Form S-4, filed with the Securities and Exchange Commission and declared effective on April 26, 2024.

The description above is qualified in its entirety by reference to the full text of the amended Constitution, a copy of which is attached hereto as Exhibit 3.1.

As described in Item 5.03 of this Current Report on Form 8-K, the following Exhibit is filed as part of this Current Report on Form 8-K.

(d) Exhibits.

No Offer of Securities

This Current Report on Form 8-K does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any ordinary shares of $0.001 each in the capital of Smurfit WestRock (the “Ordinary Shares”) expected to be issued to shareholders (“Smurfit Kappa Shareholders”) of Smurfit Kappa Group plc (“Smurfit Kappa”) and stockholders of WestRock Company (“WestRock”) in connection with the proposed combination of Smurfit Kappa and WestRock (the “Combination”). In particular, the issuance of the Ordinary Shares in connection with the Combination to Smurfit Kappa Shareholders has not been, and is not expected to be, registered under the US Securities Act or the securities laws of any other jurisdiction. The Ordinary Shares to be issued in connection with the Combination to Smurfit Kappa Shareholders will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the US Securities Act based on the approval by the Irish High Court of the proposed scheme of arrangement (the “Scheme”) under Section 450 of the Companies Act 2014 of Ireland to effect the acquisition by Smurfit WestRock of the entire issued share capital of Smurfit Kappa (the “Smurfit Kappa Share Exchange”) under the terms of the Transaction Agreement by and among Smurfit Kappa, Smurfit WestRock, Sun Merger Sub, LLC, and WestRock. Section 3(a)(10) of the US Securities Act exempts securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the fairness of the terms and conditions of the issuance and exchange of the securities have been approved by any court or authorized governmental entity, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom securities will be issued have the right to appear and to whom adequate notice of the hearing has been given. In determining whether it is appropriate to authorize the Scheme, the Irish High Court will consider at the hearing of the motion to sanction the Scheme under Section 453 of the Irish Companies Act (the “Irish Court Hearing”) whether the terms and conditions of the Scheme are fair to Smurfit Kappa Shareholders. The Irish High Court has fixed the date and time for the Irish Court Hearing. If the Irish High Court approves the Scheme, its approval will constitute the basis for the Ordinary Shares to be issued without registration under the US Securities Act in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of the US Securities Act.

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 hereunto duly authorized.