Smurfit Westrock 8-K 2024-07-05

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): July 5, 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. ¨

Introductory Note.

On July 5, 2024, pursuant to the Transaction Agreement, dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, “Smurfit WestRock” or the “Company”), Smurfit Kappa Group plc (“Smurfit Kappa”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”), (i) Smurfit WestRock acquired Smurfit Kappa by means of a scheme of arrangement (the “Scheme”) under the Companies Act 2014 of Ireland (as amended) (the “Smurfit Kappa Share Exchange”), and (ii) Merger Sub merged with and into WestRock, with WestRock continuing as the surviving entity (the “Merger,” and together with the Smurfit Kappa Share Exchange, the “Combination”). Upon completion of the Combination, Smurfit Kappa and WestRock each became wholly owned subsidiaries of Smurfit WestRock. Capitalized terms used herein but not otherwise defined herein have the meaning set forth in the Transaction Agreement.

Indemnification Agreements

Effective July 5, 2024, Smurfit WestRock entered into deeds of indemnification (the “Deeds of Indemnification”) with the directors, the corporate secretary and the officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Section 16 Officers”) of the Company. The Deeds of Indemnification, which are governed under the laws of Ireland, provide indemnification to such directors, corporate secretary and Section 16 Officers to the fullest extent permitted by the laws of Ireland, and in accordance with Smurfit WestRock’s Amended Constitution (as defined below), for all expenses and other amounts actually incurred in any action or proceeding in which the director, corporate secretary, or Section 16 Officer is or may be involved by reason of the fact that he or she is or was a Smurfit WestRock director, corporate secretary or Section 16 Officer, or is or was otherwise serving Smurfit WestRock or other entities at the Company’s request, on the terms and conditions set forth in the Deeds of Indemnification. Further, Smurfit WestRock agrees, to the fullest extent permitted by the laws of Ireland, to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Deeds of Indemnification. The Deeds of Indemnification also provide procedures for requesting and obtaining indemnification and advancement of expenses, to the fullest extent permitted by the laws of Ireland.

Because Smurfit WestRock is an Irish public limited company, the Irish Companies Act 2014 only permits Smurfit WestRock to pay the costs or discharge the liability of an officer (as defined in the Irish Companies Act 2014) where judgment is given in his/her favor in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the officer acted honestly and reasonably and ought fairly to be excused. Accordingly, also effective July 5, 2024, Smurfit WestRock US Holdings Corporation, a Delaware corporation (“Smurfit US Holdings”) and a subsidiary of Smurfit WestRock, entered into indemnification agreements (the “Indemnification Agreements”) with the directors, the corporate secretary and the Section 16 Officers of Smurfit WestRock. The Indemnification Agreements, which are governed under the laws of the State of Delaware, provide indemnification to such directors, corporate secretary and Section 16 Officers, provided such directors, corporate secretary and Section 16 Officers act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, to the fullest extent permitted by Delaware law, for all expenses and other amounts actually incurred in any action or proceeding in which the director, corporate secretary or Section 16 Officer is or may be involved by reason of the fact that he or she is or was a Smurfit WestRock director, Section 16 Officer or corporate secretary, or is or was otherwise serving Smurfit WestRock or other entities at Smurfit WestRock’s request, on the terms and conditions set forth in the Indemnification Agreements. Further, Smurfit US Holdings agrees to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Indemnification Agreements. The Indemnification Agreements also provide procedures for requesting and obtaining indemnification and advancement of expenses.

The foregoing descriptions of the Deeds of Indemnification and Indemnification Agreements are general descriptions only and are qualified in their entirety by reference to the Form of Deed of Indemnification and Form of Indemnification Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

New Credit Agreement

On June 28, 2024, Smurfit Kappa entered into a Multicurrency Term and Revolving Facilities Agreement (the “New Credit Agreement”) among Smurfit Kappa, as guarantor, Smurfit Kappa Investments Limited, a private limited company incorporated under the laws of Ireland (“SKI”) and wholly-owned subsidiary of Smurfit Kappa, as obligor’s agent and guarantor, Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland (“SKT”) and wholly-owned subsidiary of Smurfit Kappa, as borrower (with respect to the Term Loan Facility and Revolving Credit Facility (each as define

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