Smurfit Kappa solicits consents to amend four series of senior notes

By Marisa Wong

Los Angeles, Sept. 27 – Smurfit Kappa Group plc wholly owned subsidiaries Smurfit Kappa Acquisitions Unlimited Co. and Smurfit Kappa Treasury Unlimited Co. announced a consent solicitation relating to four series of notes, according to a notice.

The companies are seeking consents to amend the indentures governing the following outstanding notes:

• €1 billion 2.875% senior notes due 2026 (ISIN: XS1849518276) issued by Smurfit Kappa Acquisitions;

• €750 million 1.5% senior notes due 2027 (ISIN: XS2050968333) issued by Smurfit Kappa Treasury;

• €500 million 0.5% senior notes due 2029 (ISIN: XS2388182573) issued by Smurfit Kappa Treasury; and

• €500 million 1% senior notes due 2033 (ISIN: XS2388183381) issued by Smurfit Kappa Treasury.

The companies want to amend the definition of change of control to add an exception for the acquisition of the entire issued share capital of Smurfit Kappa by Cepheidway Ltd., to be renamed and re-registered as Smurfit WestRock plc, in connection with the previously disclosed proposed business combination of the Smurfit Kappa group and WestRock Co.

The companies are also seeking to amend the indentures to allow the ongoing financial reporting covenants and other related requirements under the indentures to be prepared by Smurfit WestRock in accordance with U.S. generally accepted accounting principles and not IFRS, as well as to make any other changes of a technical or conforming nature to the indentures necessary to implement the proposed amendments.

Adoption of the proposed amendments with respect to each series of notes requires the consent of holders of a majority in aggregate principal amount of the outstanding notes of that series.

The companies are offering a consent payment per €1,000 principal amount of €2.50 for the 2026 notes, €3.75 for the 2027 notes, €6.25 for the 2029 notes and €8.75 for the 2033 notes.

The consent solicitation will expire at 11 a.m. ET on Oct. 5.

Consents may be revoked until the earlier of the expiration time and the effective time (when the required consents are received and a supplemental indenture is executed).

Payment of the consent fee is expected to be made on Oct. 9.

Citigroup Global Markets Ltd. (+44 20 7986 8969 and 800 558-3745; liabilitymanagement.europe@citi.com) is the solicitation agent.

Kroll Issuer Services Ltd. (+44 20 7704 0880; smurfit@is.kroll.com) will act as tabulation agent and information agent.

Smurfit Kappa is a Dublin-based provider of paper-based packaging solutions. WestRock is an Atlanta-based provider of differentiated, sustainable paper and packaging solutions. Smurfit WestRock will have global headquarters in Dublin, and its North and South American operations will be based in Atlanta.

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