Smurfit Westrock Announces that one of its subsidiaries, WRKCo Inc., Makes Application to Cease to be a Reporting Issuer in Certain Canadian Jurisdictions

Rhea-AI Summary

Smurfit Westrock plc announces that its subsidiary, WRKCo Inc., has applied to cease being a reporting issuer in Québec, Manitoba, and British Columbia. WRKCo has eight series of outstanding notes totaling US$4.8 billion, guaranteed by Smurfit Westrock and certain subsidiaries. If approved, WRKCo will no longer be subject to Canadian continuous disclosure requirements.

The notes include:

• US$600 million 3.750% Senior Notes due 2025
• US$750 million 4.650% Senior Notes due 2026
• US$500 million 3.375% Senior Notes due 2027
• US$600 million 4.000% Senior Notes due 2028
• US$500 million 3.900% Senior Notes due 2028
• US$750 million 4.900% Senior Notes due 2029
• US$500 million 4.200% Senior Notes due 2032
• US$600 million 3.000% Senior Notes due 2033

Positive

• Potential reduction in regulatory compliance costs and administrative burden for WRKCo Inc.
• Continued disclosure to Canadian resident Note holders as per US securities law requirements

Negative

• Possible resale restrictions on Notes under Canadian securities legislation
• Reduced transparency for Canadian investors due to cessation of continuous disclosure requirements

ATLANTA--(BUSINESS WIRE)-- Smurfit Westrock plc announces that one of its indirect wholly owned subsidiaries, WRKCo Inc. (“WRKCo”), has applied to the Autorité des marchés financiers (the “AMF”), as WRKCo’s principal securities regulator in Canada, for a decision that it has ceased to be a reporting issuer (the “Order Sought”) in Québec, Manitoba and British Columbia (the “Canadian Jurisdictions”).

WRKCo has eight series of outstanding notes, consisting of an aggregate principal amount of US$600 million 3.750% Senior Notes due 2025, an aggregate principal amount of US$750 million 4.650% Senior Notes due 2026, an aggregate principal amount of US$500 million 3.375% Senior Notes due 2027, an aggregate principal amount of US$600 million 4.000% Senior Notes due 2028, an aggregate principal amount of US$500 million 3.900% Senior Notes due 2028, an aggregate principal amount of US$750 million 4.900% Senior Notes due 2029, an aggregate principal amount of US$500 million 4.200% Senior Notes due 2032 and an aggregate principal amount of US$600 million 3.000% Senior Notes due 2033 (collectively, the “Notes”), which are guaranteed by Smurfit Westrock and certain of its other subsidiaries.

If the Order Sought is granted by the AMF, WRKCo will cease to be a reporting issuer in the Canadian Jurisdictions and, as a result, will no longer be subject to continuous disclosure requirements under Canadian securities legislation.

The Notes may be subject to resale restrictions under applicable Canadian securities legislation. Holders of Notes residing in Canada are advised to seek Canadian legal advice prior to any resale of the Notes.

WRKCo will continue to deliver to Canadian resident Note holders disclosure that it would be required to deliver to United States resident Note holders under United States securities law, if any.

This press release is being issued pursuant to certain Canadian regulatory requirements.

Forward-Looking Statements

This news release contains forward-looking information that involves risks and uncertainties, including relating to the possible granting of the Order Sought by the AMF and the applicability of resale restrictions to the Notes. Actual future results, including whether the Order Sought will be granted, could vary from those expressed or implied by the forward-looking information in this news release, and depend on regulatory developments, including actions taken by the AMF and/or other regulatory bodies. This forward-looking information is given as of the date of this news release and, other than as required by applicable securities laws, Smurfit Westrock and WRKCo do not assume any obligation to update or revise it to reflect new events or circumstances. The forward-looking information contained in this release is expressly qualified by this cautionary statement.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240819805561/en/

Ciarán Potts

Smurfit Westrock

T: +353 1 202 71 27

E: ir@smurfitwestrock.com

Source: Smurfit Westrock plc

FAQ

What is Smurfit Westrock's subsidiary WRKCo Inc. applying for regarding its reporting status in Canada?

WRKCo Inc. is applying to cease being a reporting issuer in Québec, Manitoba, and British Columbia, which would exempt it from continuous disclosure requirements under Canadian securities legislation.

How many outstanding note series does WRKCo Inc. (SW) have, and what is their total value?

WRKCo Inc. has eight series of outstanding notes with a total value of US$4.8 billion, ranging from due dates in 2025 to 2033.

What implications does WRKCo Inc.'s application have for Canadian holders of its notes?

Canadian note holders may face resale restrictions under Canadian securities legislation and are advised to seek legal advice before reselling. However, they will continue to receive disclosures required under US securities law.

Who guarantees the notes issued by WRKCo Inc. (SW)?

The notes are guaranteed by Smurfit Westrock plc and certain of its other subsidiaries.