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Smurfit Westrock Announces Final Results of Exchange Offers for Senior Notes

1. Smurfit Westrock completed an exchange offer for outstanding unregistered notes. 2. Over 99% of offered notes were tendered successfully by the Expiration Date. 3. New registered notes will replace the old ones, maintaining principal amounts. 4. Settlement of the Exchange Offers is expected by May 23, 2025.

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FAQ

Why Neutral?

The successful exchange offer reflects strong investor confidence, but no new cash inflow.

How important is it?

The exchange indicates institutional support but lacks immediate financial benefits.

Why Short Term?

The immediate implications of the bond exchange will stabilize SW's financing structure.

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DUBLIN--(BUSINESS WIRE)--Smurfit Westrock plc (NYSE: SW, LSE: SWR) (together with its subsidiaries, “Smurfit Westrock” or the “Group”), a global leader in sustainable packaging, announced today the final results of the Group’s offers to exchange certain of the Group’s outstanding unregistered notes for new registered notes (the “Exchange Offers”). Under the Exchange Offers, (a) Smurfit Kappa Treasury Unlimited Company (“SKT”), a wholly owned indirect subsidiary of Smurfit Westrock plc, offered to exchange all of its outstanding (i) $750,000,000 aggregate principal amount of 5.200% Senior Notes due 2030 (the “Original 2030 Notes”), (ii) $1,000,000,000 aggregate principal amount of 5.438% Senior Notes due 2034 (the “Original 2034 Notes”) and (iii) $1,000,000,000 aggregate principal amount of 5.777% Senior Notes due 2054 (the “Original 2054 Notes”, and, together with the Original 2030 Notes and the Original 2034 Notes, the “Original SKT Notes”) which were originally issued in a private placement on April 3, 2024, for a like principal amount of new issues of (i) 5.200% Senior Notes due 2030 (the “New 2030 Notes”), (ii) 5.438% Senior Notes due 2034 (the “New 2034 Notes”) and (iii) 5.777% Senior Notes due 2054 (the “New 2054 Notes” and, together with the New 2030 Notes and New 2034 Notes, the “New SKT Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”) and (b) Smurfit Westrock Financing Designated Activity Company, a wholly owned direct subsidiary of Smurfit Westrock plc, offered to exchange all of its outstanding $850,000,000 aggregate principal amount of 5.418% Senior Notes due 2035 (the “Original SWF Notes”, and together with the Original SKT Notes, the “Original Notes”) which were originally issued in a private placement on November 26, 2024, for a like principal amount of a new issue of 5.418% Senior Notes due 2035 (the “New SWF Notes” and, together with the New SKT Notes, the “New Notes”), the issuance of which has been registered under the Securities Act. The Exchange Offers expired at 5:00 p.m. New York City time, on May 21, 2025 (the “Expiration Date”). Based on information provided by Deutsche Bank Trust Company Americas, the exchange agent for the Exchange Offers, as of the Expiration Date, (i) $745,486,000, or 99.40%, of the aggregate principal amount of Original 2030 Notes, (ii) $996,905,000, or 99.69%, of the aggregate principal amount of Original 2034 Notes, (iii) $996,770,000, or 99.68%, of the aggregate principal amount of Original 2054 Notes and (iv) $848,660,000, or 99.84%, of the aggregate principal amount of Original SWF Notes had been validly tendered and not validly withdrawn. The Group accepted all of the Original Notes which were validly tendered and not validly withdrawn as of the Expiration Date and will issue a like principal amount of New Notes in exchange for such Original Notes. The Group will not receive any proceeds from the Exchange Offers. The settlement of the Exchange Offers is expected to occur on May 23, 2025. About Smurfit Westrock Smurfit Westrock is a leading provider of paper-based packaging solutions in the world, with approximately 100,000 employees across 40 countries. www.smurfitwestrock.com

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