8-K
Smurfit Westrock plc (SW)
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
Dateof Report (Date of earliest event reported): November 21, 2025
Smurfit
Westrock plc
(Exact name of registrant as specified in its charter)
| Ireland**** (State or other jurisdiction of<br> incorporation or organization) | 001-42161<br><br> <br>(Commission<br><br> File Number) | 98-1776979**** (I.R.S. Employer<br> Identification No.) |
|---|
BeechHill**, Clonskeagh**
Dublin
4, D04 N2R2
Ireland
(Address of principal executive offices, including Zip Code)
+353 1 202 7000
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares, par value $0.001 per share | SW | New York Stock Exchange<br>(NYSE) |
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. ¨
Item 2.03. Creation ofa Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 21, 2025, Smurfit Westrock Financing Designated Activity Company (“SWF”), a designated activity company incorporated under the laws of Ireland and a wholly-owned direct subsidiary of Smurfit Westrock plc (“Smurfit Westrock”), a public limited company incorporated under the laws of Ireland, issued $800 million in aggregate principal amount of 5.185% senior notes due 2036 (the “USD Notes”) pursuant to an indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an officers’ certificate dated November 21, 2025 (the “USD Officers’ Certificate”), among SWF, the USD Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee.
On November 24, 2025, Smurfit Kappa Treasury Unlimited Company (“SKT” and, together with SWF, the “Issuers”), a public unlimited company incorporated under the laws of Ireland and a wholly-owned indirect subsidiary of Smurfit Westrock, issued €500 million in aggregate principal amount of 3.489% senior notes due 2031 (the “EUR Notes” and, together with the USD Notes, the “Notes”) pursuant to the Base Indenture, as supplemented by an officers’ certificate dated November 24, 2025 (the “EUR Officers’ Certificate”), among SKT, the EUR Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee.
The Notes have been registered under the U.S. Securities Act of 1933, as amended, pursuant to a registration statement (the “Registration Statement”) on Form S-3ASR (No. 333-291446) filed with the U.S. Securities and Exchange Commission on November 12, 2025. The Notes were sold pursuant to a base prospectus, dated November 12, 2025, forming a part of the Registration Statement, and separate preliminary and final prospectus supplements with respect to the USD Notes, dated November 17, 2025, and the EUR Notes, dated November 18, 2025.
The Issuers intend to (a) use the net proceeds from the offerings of the Notes (i) to redeem the outstanding $500 million in aggregate principal amount of 3.375% senior notes due 2027 issued by WRKCo Inc. (the “WRKCo 2027 Notes”) in full at the applicable redemption price set forth in the indenture governing the WRKCo 2027 Notes, (ii) to redeem the outstanding €750 million in aggregate principal amount of 1.500% senior notes due 2027 issued by SKT (the “SKT 2027 Notes”) in full at the applicable redemption price set forth in the indenture governing the SKT 2027 Notes, and (iii) for general corporate purposes, including the repayment of other indebtedness; and (b) use an amount equivalent to the proceeds to finance or refinance a portfolio of eligible assets and expenditures in accordance with Smurfit Westrock’s Green Finance Framework, which Smurfit Westrock may, in the future, update in line with developments in the market.
On November 18, 2025, WRKCo Inc. distributed a conditional notice of redemption to the holders of the WRKCo 2027 Notes. The WRKCo 2027 Notes will be redeemed on December 4, 2025. On November 19, 2025, SKT distributed a conditional notice of redemption to the holders of the SKT 2027 Notes. The SKT 2027 Notes will be redeemed on December 2, 2025.
USDNotes
The USD Notes are guaranteed by Smurfit Westrock, SKT, Smurfit Kappa Group Limited, Smurfit Kappa Investments Limited, Smurfit Kappa Acquisitions Unlimited Company, Smurfit Kappa Treasury Funding Designated Activity Company, Smurfit International B.V., Smurfit WestRock US Holdings Corporation, WestRock Company, WRKCo Inc., WestRock MWV, LLC and WestRock RKT, LLC (collectively, the “USD Guarantors”).
Interest on the USD Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026. The USD Notes bear interest at 5.185% per annum and will mature on January 15, 2036.
Prior to October 15, 2035, SWF may redeem the USD Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the USD Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the USD Notes to be redeemed are scheduled to mature on October 15, 2035) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts (as defined in the Base Indenture), if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after October 15, 2035, SWF may redeem the USD Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the USD Notes being redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
EURNotes
The EUR Notes are guaranteed by Smurfit Westrock, SWF, Smurfit Kappa Group Limited, Smurfit Kappa Investments Limited, Smurfit Kappa Acquisitions Unlimited Company, Smurfit Kappa Treasury Funding Designated Activity Company, Smurfit International B.V., Smurfit WestRock US Holdings Corporation, WestRock Company, WRKCo Inc., WestRock MWV, LLC and WestRock RKT, LLC (collectively, the “EUR Guarantors”).
Interest on the EUR Notes is payable annually in arrears on November 24 of each year, commencing on November 24, 2026. The EUR Notes bear interest at 3.489% per annum and will mature on November 24, 2031.
Prior to August 24, 2031, SKT may redeem the EUR Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the EUR Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the EUR Notes to be redeemed are scheduled to mature on August 24, 2031) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate (as defined in the EUR Officers’ Certificate) plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after August 24, 2031, SKT may redeem the EUR Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the EUR Notes being redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The foregoing descriptions of the Notes and the terms thereof do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the USD Officers’ Certificate and the EUR Officers’ Certificate filed hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference. The form of Notes, which are included as part of the USD Officers’ Certificate and the EUR Officers’ Certificate, are filed as Exhibits 4.4 and 4.5, respectively, and incorporated herein by reference.
Opinions regarding the legality of the Notes are filed as Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 and 5.8 hereto and are incorporated by reference into the Registration Statement, and consents relating to the incorporation of such opinions are incorporated by reference into the Registration Statement and are filed as Exhibits 23.1, 23.2, 23.3, 23.4, 23.5, 23.6, 23.7 and 23.8 hereto by reference to their inclusion within Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 and 5.8, respectively.
Item 8.01. Other Events.
The USD Notes described above were sold pursuant to an underwriting agreement, dated November 17, 2025, among SWF, the USD Guarantors and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Exhibit B thereto (the “USD Underwriting Agreement”). The EUR Notes described above were sold pursuant to an underwriting agreement, dated November 18, 2025, among SKT, the EUR Guarantors and the underwriters named in Exhibit B thereto (the “EUR Underwriting Agreement”).
The disclosure in this Item 8.01 is qualified in its entirety by reference to the USD Underwriting Agreement, filed as Exhibit 1.1 hereto, and the EUR Underwriting Agreement, filed as Exhibit 1.2 hereto, each of which is incorporated herein by reference.
Item 9.01. Financial Statementsand Exhibits.
(d) Exhibits.
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.
| Smurfit Westrock plc | ||
|---|---|---|
| Date: November 24, 2025 | By: | /s/ Ken Bowles |
| Ken Bowles | ||
| Executive Vice President & Group Chief Financial Officer |
Exhibit 1.1
Smurfit Westrock Financing DAC
5.185% Senior Notes due 2036
UNDERWRITING AGREEMENT
Dated: November 17, 2025
Smurfit Westrock Financing DAC
5.185% Senior Notes due 2036
UNDERWRITING AGREEMENT
November 17, 2025
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
Mizuho Securities USA LLC
Wells Fargo Securities, LLC
As Representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
United States
c/o Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, NY 10019
United States
c/o Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, NY 10020
United States
c/o Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, NC 28202
United States
Ladies and Gentlemen:
Smurfit Westrock Financing DAC, a designated activity company incorporated under the laws of Ireland with registered company number 774613 (the “Company”), a subsidiary of Smurfit Westrock plc (“Smurfit Westrock”), and the guarantors listed in Exhibit A hereto (together, the “Guarantors”), confirm their agreement with Citigroup Global Markets Inc. (“Citi”), the other Representatives (as defined below), and each of the other Underwriters named in Exhibit B hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof, for whom Citi, Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”)), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts, if any, set forth in Exhibit B hereto opposite the name of such Underwriter of $800,000,000 aggregate principal amount of the Company’s 5.185% Senior Notes due 2036 (the “Notes”). The Notes will be issued pursuant to an Indenture, to be dated as of November 21, 2025 (the “Indenture”), among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to an officer’s certificate in accordance with Section 2.1 of the Indenture. The Notes shall be fully and unconditionally guaranteed as to the payment of principal, premium, if any, additional amounts, if any, and interest (the “Guarantees”) by the Guarantors.
The Company understands that the relevant Underwriters propose to make a public offering of the relevant Notes as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) on Form S-3 (File No. 333-291446) in respect of the Issuer’s debt securities and guarantees thereof. Such registration statement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (together, “Rule 430 Information”) is referred to herein as the “Registration Statement”. As used herein, the term “Base Prospectus” means the prospectus included in such Registration Statement (and any amendments thereto) at the time of its effectiveness that omits Rule 430 Information. The Company has prepared and previously delivered to you a preliminary prospectus supplement, dated November 17, 2025, relating to the Notes (the “Preliminary Prospectus Supplement”) and related to the Base Prospectus. The Preliminary Prospectus Supplement and the Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement, dated November 17, 2025, relating to the Notes (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised you of all information (financial and other) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Notes (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are herein called, collectively, the “Prospectus.”
The Company and the Guarantors will prepare a listing application (including the documents and information incorporated by reference therein, the “Listing Application”) for the Notes to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) and to trading on the Global Exchange Market (“GEM”) and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange.
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Each of the Company and the Guarantors hereby confirms that it has authorized the use of the Registration Statement, the General Disclosure Package (as defined herein), the Prospectus and any additional written documentation in connection with the offer and sale of Notes by the Underwriters in the manner contemplated by this Agreement.
The Underwriters understand that the Company intends to (a) use the net proceeds from the sale of the Notes (i) to redeem the outstanding $500.0 million in aggregate principal amount of 3.375% Senior Notes due 2027 issued by WRKCo Inc. (the “WRKCo 2027 Notes”) in full at the applicable redemption price set forth in the indenture governing the WRKCo 2027 Notes and (ii) for general corporate purposes, including the repayment of other indebtedness; and (b) use an amount equivalent to the proceeds of the Offering to finance or refinance a portfolio of Eligible Green Projects (as defined in the Prospectus) in accordance with Smurfit Westrock’s Green Finance Framework, which Smurfit Westrock may, in the future, update in line with developments in the market.
The term “Transaction Documents” is used in this Underwriting Agreement (this “Agreement”) to refer collectively to this Agreement, the Notes, the Indenture (including the Guarantees set forth therein), and any other agreement or instrument to be entered into in conjunction with the offering of the Notes. For the purposes of this Agreement, the term “Notes” shall be deemed to include the Guarantees, where applicable. Certain terms used in this Agreement are defined in Section 21 hereof.
SECTION 1. Representations and Warranties.
(a) Representations and Warranties by the Company. Each of the Company and the Guarantors jointly and severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date referred to in Section 2(b) hereof, except for any representation and warranty that speaks as of a specific date, in which case such representation and warranty is made only as of such date, and agrees with each Underwriter, as follows:
(1) Status as a Well-Known Seasoned Issuer.
(i) (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company, the Guarantors or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Notes in reliance on the exemption of Rule 163 and (D) at the date hereof, each of the Company and the Guarantors was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Notes, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Guarantors on such an “automatic shelf registration statement.” None of the Company or the Guarantors has received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of an automatic shelf registration statement.
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(ii) Any written communication that was an offer relating to the Notes made by the Company or the Guarantors or any person acting on its or their behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163.
(2) Compliance with Registration Requirements. The Company and the Guarantors meet the requirements for use of Form S-3 under the Securities Act and the Notes at the Closing Date will be duly registered under the Securities Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendments thereto have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantors, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on November 12, 2025.
(3) Registration Statement, Prospectus and Disclosure at Applicable Time.
(i) RegistrationStatement. At the respective times that the Registration Statement and any amendments thereto became effective, at any time subsequent to the filing of the Registration Statement that the Company filed an Annual Report on Form 10-K (or any amendment thereto) with the Commission, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), and at the Closing Date, the Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the requirements of the Securities Act, the Securities Act Regulations and the Trust Indenture Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, subject to sub-section (iv) below.
(ii) Prospectus. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date, and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Notes (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below. The Pre-Pricing Prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the Securities Act, or delivered to the Underwriters for use in connection with the offering of the Notes, complied when so filed or when so delivered, as the case may be, in all material respects with the Securities Act and the Securities Act Regulations.
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(iii) GeneralDisclosure Package and Issuer Free Writing Prospectus. As of the Applicable Time, as of each time prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Notes from the Underwriters and as of the Closing Date, neither (x) (1) the Pricing Term Sheet (as defined in Section 3(o) below), (2) any other Issuer General Use Free Writing Prospectus, if any, issued at or prior to the Applicable Time and (3) the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, if any, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below. Each Issuer Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offering and sale of the Notes did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus that has not been superseded or modified, subject to sub-section (iv) below.
(iv) The representations and warranties in the preceding sub-sections (i), (ii) and (iii) of this Section 1(a)(3) do not apply to statements in or omissions from (y) the Registration Statement, the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantors by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 12(a) hereof or (z) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act.
(v) At the respective times that the Registration Statement or any amendment thereto were filed, as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Notes within the meaning of Rule 164(h)(2), and at the date hereof, neither the Company nor any of the Guarantors was and is an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405. The copies of the Registration Statement and any amendments to any of the foregoing and the copies of the Pre-Pricing Prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Notes (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.
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(4) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, at the respective times they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations and, when read together with the other information in the Registration Statement, the Pre-Pricing Prospectus and Prospectus, as applicable, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(5) Independent Accountants. (i) KPMG, who have audited the consolidated financial statements of the Group and reviewed the unaudited interim condensed consolidated financial statements of the Group, are independent auditors to the Group in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and (ii) Ernst & Young LLP, who have audited the consolidated financial statements of WestRock Company and its consolidated subsidiaries (the “WestRock Entities”) were independent auditors to the WestRock Entities within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission as well as in accordance with the applicable rules of the PCAOB.
(6) Financial Statements. (i) The consolidated historical financial statements of the Group (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Group as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted therein); (ii) the consolidated historical financial statements of the WestRock Entities (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position, results of operations and cash flows of the WestRock Entities as of the dates and for the periods indicated and have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein); (iii) the consolidated historical financial statements of Smurfit Kappa Group Limited (“SKG”) and its subsidiaries (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position, results of operations and cash flows of SKG and its subsidiaries as of the dates and for the periods indicated and have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein); and (iv) the unaudited condensed pro forma combined financial information (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been properly presented on the bases described therein, and the Company believes that the assumptions underlying such unaudited condensed pro forma combined financial information and other unaudited proforma financial data, as the case may be, are reasonable and are incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus.
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(7) No Material Adverse Change in Business. Since the date of the most recent financial statements of Smurfit Westrock and its subsidiaries incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus, there has not been any material adverse change, or any development which would reasonably be expected to result in a material adverse change, in or affecting the business, senior management, financial position, shareholders’ equity, results of operations or prospects of the Group, taken as a whole (a “Material Adverse Effect”), except, in each case, as otherwise disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus.
(8) Good Standing of the Company. The Company has been duly incorporated and is validly existing as a designated activity company under the laws of Ireland, with registered number 774613, and with power and authority to own, lease and operate its properties and conduct its business as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, and has been duly qualified as a foreign company for the transaction of business and, if applicable, is in good standing under the laws of each other jurisdiction in which it owns, leases or operates properties or conducts any business, other than where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(9) Capitalization. Smurfit Westrock has an authorized capitalization as set forth in the General Disclosure Package and the Prospectus under the heading “Capitalization”; the outstanding share capital of Smurfit Westrock has been duly authorized and is validly issued, fully paid and non-assessable; and the outstanding share capital or other equity interests held by Smurfit Westrock and its subsidiaries, in each case, is duly authorized, validly issued, fully-paid and non-assessable, and except for any directors’ qualifying shares and except as noted in each of the Registration Statement, the General Disclosure Package and the Prospectus, are owned by Smurfit Westrock, directly or indirectly, free and clear of all material liens, encumbrances, security interests, charges, restrictions on voting or transfer and claims other than liens, encumbrances, security interests, charges, restrictions on voting or transfer and claims created permitted by the indebtedness disclosed in each of the General Disclosure Package and the Prospectus.
(10) Good Standing of Smurfit Westrock and Subsidiaries. Each member of the Group other than the Company has been duly incorporated or organized, as the case may be, and is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is, if applicable, in good standing under the laws of each other jurisdiction in which it owns, leases or operates properties or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. None of the Group’s members is in bankruptcy, liquidation or receivership or examinership or subject to any similar proceeding, other than, with respect to any subsidiary, proceedings which would not reasonably be expected to have a Material Adverse Effect.
(11) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors and constitutes a legal, valid and binding agreement enforceable against the Company and each of the Guarantors in accordance with its terms subject, as to enforcement, to bankruptcy, fraudulent conveyance, insolvency, examinership, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (whether considered in a proceeding in equity or law) (collectively, the “Enforceability Exceptions”).
(12) Authorization of other Transaction Documents. The Company and each of the Guarantors, as applicable, have full right, power and authority to execute and deliver the Transaction Documents and to perform their respective obligations hereunder and thereunder; and all action (corporate or other) required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.
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(13) The Indenture. The Indenture (including the Guarantees set forth therein) has been duly authorized by the Company and each of the Guarantors, has been duly executed and delivered in accordance with its terms by each of the parties thereto, and constitutes a valid and legally binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, subject, as to enforcement, to the Enforceability Exceptions. The Indenture has been duly qualified under the Trust Indenture Act.
(14) The Notes. The Notes have been duly authorized by the Company and, when issued and delivered pursuant to this Agreement and authenticated by the Trustee in accordance with the Indenture and payment therefor is received, will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, enforceable against the Company in accordance with their terms, subject, as to enforcement, to the Enforceability Exceptions; and the Guarantees will be, at or prior to the Closing Date, duly authorized by each of the Guarantors and, when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject, as to enforcement, to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
(15) Description of the Notes and the Indenture. The Notes and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.
(16) Guarantees. None of the Guarantors has received or will receive any fee or other remuneration for providing the Guarantees such that the Guarantees would be characterized as contracts of insurance under Irish law.
(17) Absence of Defaults and Conflicts. No member of the Group is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its memorandum and articles of association (or the equivalent) or by-laws (or the equivalent) or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such member of the Group is a party or by which it or any of them or any of their respective properties is bound, except, in the case of any indenture, mortgage, deed of trust, loan agreement or other agreement, for violations and defaults which would not have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents, the preparation and distribution of the General Disclosure Package and the Prospectus, the execution, delivery and issuance of the Notes (including the Guarantees), the performance by the Company and each of the Guarantors of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or violate the memorandum and articles of association (or the equivalent) or by-laws (or the equivalent) of the Company and the Guarantors, (ii) conflict with or constitute a violation by Smurfit Westrock and its subsidiaries of any applicable provision of any law, statute or regulation, except for such conflicts or violations which would not have a Material Adverse Effect, or (iii) breach or result in a default under any agreement known to the executive officers of Smurfit Westrock to be material to the Company and the Guarantors taken as a whole, except for conflicts or breaches which would not have a Material Adverse Effect; and no consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or regulatory authority or any stock exchange or body is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Notes (including the Guarantees), and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders, licenses, registrations or qualifications (i) as have been obtained on or prior to the Closing Date, (ii) as may be required under applicable securities laws in connection with the purchase and distribution of the Notes by the Underwriters or (iii) the failure to obtain which would not have a Material Adverse Effect.
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(18) Absence of Proceedings. Other than as set forth in the General Disclosure Package and the Prospectus, there are no legal or governmental investigations of which Smurfit Westrock or any of its subsidiaries has received notice or proceedings pending against Smurfit Westrock or its subsidiaries or any of their respective properties which, individually or in the aggregate, if determined adversely to Smurfit Westrock or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and to Smurfit Westrock and its subsidiaries’ knowledge, no such investigations, actions, suits or proceedings are threatened or contemplated by any legal, governmental authorities or threatened by others; and other than as disclosed in each of the General Disclosure Package and the Prospectus, no action, proceeding, litigation, arbitration or administrative proceeding (including governmental inquiries, whether informal or formal) is current or pending or, so far as the Company and each Guarantor is aware, threatened (i) to restrain entry into, exercise of its rights under and/or performance or enforcement of or compliance with its obligations in connection with the offering of the Notes or (ii) which would or might directly or indirectly restrict, prohibit, delay or otherwise adversely interfere with the implementation of, or impose additional adverse conditions or obligations with respect to, or otherwise challenge or hinder, the offering of the Notes. Other than as disclosed in each of the General Disclosure Package and the Prospectus, there are no court and administrative orders, writs, judgments and decrees specifically directed to Smurfit Westrock or any of its subsidiaries and known to Smurfit Westrock’s executive officers to be material to Smurfit Westrock and its subsidiaries taken as a whole.
(19) Investment Company Act. Neither the Company nor any of the Guarantors is, or after giving effect to the offering and sale of the Notes and the application of the proceeds therefrom as described in the General Disclosure Package and the Prospectus will be, directly or indirectly, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act.
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(20) Possession of Licenses and Permits. Each of Smurfit Westrock and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof and as of the Closing Date, in each case, except as disclosed in the General Disclosure Package and the Prospectus and except where such failure to own, possess or obtain necessary licenses, permits, certificates, consents, orders, approvals or authorizations or failure to make necessary declarations and filings would not, individually or in the aggregate, have a Material Adverse Effect, and neither Smurfit Westrock nor any such subsidiary has received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, except as described in the General Disclosure Package and the Prospectus and except as would not have a Material Adverse Effect; and each of Smurfit Westrock and its subsidiaries is in compliance with all laws and regulations (other than Environmental Laws (as defined herein)) relating to the conduct of its business, except where the failure to comply would not have a Material Adverse Effect.
(21) Environmental Laws. Smurfit Westrock and its subsidiaries (i) are in compliance with any and all applicable European Union, national, federal, state and local laws, rules, regulations, requirements, decisions and orders relating to the protection of human health and safety, the environment, natural resources or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (ii) have received and are in compliance with all permits, licenses, certificates, or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except as disclosed in each of the General Disclosure Package and the Prospectus or except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. In the ordinary course of its business, Smurfit Westrock conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities; on the basis of such review, Smurfit Westrock has reasonably concluded that, except as disclosed in the General Disclosure Package and the Prospectus, such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.
(22) Interest. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all payments to be made by the Company under this Agreement and all interest, principal, premium, if any, additional amounts, if any, and other payments on or under the Notes or the Guarantees may, under the current laws and regulations of the Relevant Taxing Jurisdiction, be paid in U.S. dollars that may be converted into another currency and freely transferred out of the Relevant Taxing Jurisdiction and all such payments will not be subject to withholding or other taxes under the current laws and regulations of Ireland and are otherwise payable free and clear of any other tax, withholding or deduction in Ireland (except for any taxes which may be imposed on a holder of the Notes as a result of such holder (a) being resident for tax purposes (or having a permanent establishment) in or having a present or former connection to Ireland excluding any connection arising solely from the acquisition, ownership or holding of the Notes or (b) failing to provide any documentation that would have reduced or eliminated such tax, withholding or deduction) and without the necessity of obtaining any governmental authorization in the Relevant Taxing Jurisdiction.
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(23) Stamp Tax. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, no stamp or other issuance or transfer taxes or duties, VAT, documentary tax, registration tax or other similar taxes are payable by or on behalf of the Underwriters in Ireland, the United Kingdom or the United States on (a) the issuance, creation or delivery of the Notes, (b) the sale, transfer and delivery of the Notes to the respective Underwriters pursuant to this Agreement or for the initial resale and delivery of the Notes placed by or at the direction of the respective Underwriters, (c) the issuance, creation or delivery by the Guarantors of the Guarantees, or (d) the execution and delivery of this Agreement and the other Transaction Documents, in each case provided that:
(i) none of the matters referred to in (a) to (d) is voluntarily registered in any jurisdiction; and
(ii) no document effecting the registration, issue or delivery of the Notes is either signed or executed in the United Kingdom or brought into the United Kingdom.
(iii) The four conditions as set under the sub-heading “Transfer of the Notes” under the “Stamp Duty” heading in the tax consequences section of the “Prospectus” (namely, “certain Irish and United States Federal Income Tax Consequences”) are and will continue to be met.
(24) Accounting and Disclosure Controls. Smurfit Westrock and each of its subsidiaries maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and generally accepted accounting principles in Ireland and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in extensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, and any amendment or supplement thereto, is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of Smurfit Westrock’s most recent evaluation of the effectiveness of its internal control over financial reporting and disclosure controls and procedures, Smurfit Westrock determined that they are effective in all material respects to perform the functions for which they were established as required by Rule 13a-15 of the Exchange Act, except as disclosed in each of the Registration Statement, the Disclosure Package and the Prospectus. Smurfit Westrock is not aware of any changes in its internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting and there are no material weaknesses or significant deficiencies in Smurfit Westrock’s internal control over financial reporting except, in each case, as disclosed in each of the Registration Statement, the Disclosure Package and the Prospectus.
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(25) Absence of Manipulation. Prior to the date hereof, neither Smurfit Westrock nor any of its subsidiaries or affiliates has taken, directly or indirectly, any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of Smurfit Westrock or any of its subsidiaries or affiliates in connection with the offering of the Notes.
(26) Section 7 Exchange Act. None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Notes as described in the General Disclosure Package and the Prospectus) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System.
(27) Choice of Law and Service of Process. Each of the Company and the Guarantors has the power to submit, and pursuant to this Agreement and each other Transaction Document governed by New York law has submitted, or at the Closing Date will have submitted, legally, validly, effectively and irrevocably, to the jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City of New York, New York; and each of the Company and the Guarantors has the power to designate, appoint and empower, and pursuant to this Agreement and each other Transaction Document governed by New York law has, or at the Closing Date will have, designated, appointed and empowered, validly, effectively and irrevocably, Smurfit WestRock US Holdings Corporation as agent for service of process in any suit or proceeding based on or arising under this Agreement and each such Transaction Document in any U.S. Federal or New York State court in the Borough of Manhattan in the City of New York, New York, as provided herein and in the Indenture.
(28) No Unlawful Payments. No member of the Group nor, to the best knowledge of the Company and each of the Guarantors, any director, officer or other person associated with or acting on behalf of such member of the Group, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit from corporate funds to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or similar laws or regulations of any other relevant jurisdiction (including the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions and the Criminal Justice (Corruption Offences) Act 2018 of Ireland) or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company, the Guarantors and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
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(29) Compliance with Anti-Money Laundering Laws. The operations of each member of the Group are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the anti-money laundering laws and regulations of the United States, Ireland, the European Union and/or the United Kingdom, so far as the Company and each of the Guarantors are aware, and any related or similar statutes, rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any member of the Group with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company and each of the Guarantors, threatened.
(30) No Conflicts with Sanctions Laws. No member of the Group or, to the knowledge of the Company and each of the Guarantors, any director, officer, agent, employee or affiliate of any member of the Group is currently the target or subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any similar sanctions or measures imposed by the European Union, His Majesty’s Treasury, the Minister for Finance of Ireland, the U.S. Department of State or any other body, governmental or other, to which Smurfit Westrock or any of its subsidiaries is subject (collectively, “Sanctions”), nor is any member of the Group located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (currently, Cuba, Iran, North Korea, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine and Crimea, the non-government-controlled areas of the Donetsk Oblast (also referred to as so-called Donetsk People’s Republic), the Luhansk Oblast (also referred to as so-called Luhansk People’s Republic), and none of the issue and sale of the Notes, the execution, delivery and performance of the Transaction Documents, the direct or indirect use of proceeds from the offering, or the consummation of any other transaction contemplated hereby or the fulfillment of the terms hereof, or the provision of services to any of the foregoing will result in a violation by any person (including, without limitation, the Underwriters) of any Sanctions. The representations made in this clause Section 1(a)(30) are made to any Underwriter incorporated in or organized under the laws of the Federal Republic of Germany only if and to the extent that the making or acceptance or receipt of the benefit, as the case may be, of such representations does not result in a violation of, or conflict with, section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes). It is acknowledged and agreed that the representations in this clause are sought and given to the extent that expression of, or compliance with, or receipt or acceptance of, such representations would not result in a violation of any provision of EU Regulation (EC) 2271/96 of November 22, 1996 (or any blocking law, rule, regulation or statute that is in force from time to time in the European Union, the United Kingdom, or any European Union member state).
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(31) FSMA. Neither the Company nor any of the Guarantors has distributed or, prior to the later to occur of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will distribute, any material in connection with the offering and sale of the Notes other than the General Disclosure Package and the Prospectus or other materials, if any, permitted by the Securities Act and the UK Financial Services and Markets Act 2000, as amended (the “FSMA”), or regulations promulgated pursuant to the Securities Act or the FSMA, and approved by the parties to this Agreement.
(32) Taxes. Except as otherwise disclosed in the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, Smurfit Westrock and its subsidiaries have paid all national, regional, local and other taxes and filed all necessary tax returns required to be paid or filed through the date hereof; and there is no tax deficiency that has been, or could reasonably be expected to be, asserted against Smurfit Westrock or any of its subsidiaries or any of their respective properties or assets, which would have a Material Adverse Effect.
(33) No Legal Impediment to Issuance. There are no injunctions or orders commenced, pending or threatened by any court which would prevent the issuance and sale of the Notes as contemplated by this Agreement and each of the General Disclosure Package and the Prospectus.
(34) Submission to Jurisdiction. Under the laws of Ireland, the submission by the Company and the Guarantors to the jurisdiction of any United States federal or state court sitting in the State of New York and the designation of the law of the State of New York to apply to this Agreement and the Indenture (including the Guarantees set forth therein) are valid and binding upon the Company and the Guarantors and would be recognized and enforceable against the Company and the Guarantors in Ireland.
(35) Listing. Application will be made by or on behalf of the Company to Euronext Dublin for the Notes to be listed on the Official List of Euronext Dublin, admitted to trading on the GEM and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange.
(36) Compliance with Irish Law. The form of certificates for the Notes to be sold pursuant to this Agreement are in conformity with any relevant requirements under Irish law and are in proper legal form under the laws of Ireland for the enforcement thereof against the Company and each of the Guarantors. Neither the Company nor any of the Guarantors incorporated under the laws of Ireland nor any of their respective directors or secretaries is a company or a person to whom either Chapter 3, Chapter 4 or Chapter 5 of Part 14 of the Companies Act 2014 of Ireland applies.
(37) Green Finance Framework. The information contained in the document entitled “Green Finance Framework”, dated November 2024 and available on the website of Smurfit Westrock as of the date hereof, did not, as of its date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
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(38) Sarbanes-Oxley Act. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, there is and has been no failure on the part of Smurfit Westrock or any of Smurfit Westrock’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
SECTION 2. Sale and Delivery to Underwriters; Closing.
(a) The Notes. The Company agrees to issue and sell to the Underwriters, severally and not jointly, all of the Notes, subject to the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the relevant purchase price set forth below, the aggregate principal amounts of the Notes, if any, set forth opposite such Underwriter’s name in Exhibit B hereto, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.
The purchase price per Note to be paid by an Underwriter of the Notes shall be an amount equal to 99.337% of the aggregate principal amount of such Notes set forth in Exhibit B hereto opposite the name of such Underwriter plus accrued interest, if any, from November 21, 2025 to the Closing Date.
The Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Notes to or through any affiliate (including any parent or holding company) of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.
(b) Payment and Delivery. The Notes will be represented by one or more global notes (collectively, the “Global Notes”) in book-entry form. Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives no later than 12:00 P.M. (New York City time) on November 21, 2025 (or at such other time on the same or such other date as the Representatives and the Company may otherwise agree in writing) (such time and date of payment and delivery being herein called the “Closing Date”) against delivery of the Global Notes to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, with any transfer taxes payable in connection with the initial sale of the Notes duly paid by the Company. The Global Notes will be made available for inspection by the Representatives at the office of the Trustee (or as otherwise agreed) not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date.
It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which it has agreed to purchase. Citi, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
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SECTION 3. Covenants of the Company. The Company and the Guarantors jointly and severally covenant with each Underwriter as follows:
(a) Compliance with Securities Act Regulations and Commission Requests. The Company and the Guarantors, subject to Section 3(b), will comply with the requirements of Rule 430B and Rule 433 and notify the Representatives immediately, and confirm the notice in writing, (i) of the receipt of any comments from the Commission to the Registration Statement, the General Disclosure Package or the Prospectus, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Pre-Pricing Prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information in connection therewith, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (iv) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Notes. Subject to sub-section (e) below and other than as provided for therein, the Company and the Guarantors will make every reasonable effort to prevent the issuance of any stop order and the suspension or loss of any qualification of the Notes for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.
(b) Filing of Amendments. The Company and the Guarantors will give the Representatives notice of their intention to file or prepare any amendment to the Registration Statement, any Issuer Free Writing Prospectus or any amendment, supplement or revision to the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the Securities Act or otherwise, and the Company will furnish the Representatives with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonably notice thereof. The Company has given the Representatives notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time through the Closing Date (or, if later, through the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)) and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonable notice thereof.
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(c) Delivery of Registration Statements. The Company and the Guarantors have furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and copies of all consents and certificates of experts.
(d) Continued Compliance with Securities Laws. The Company and the Guarantors will comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Notes as contemplated by this Agreement, the General Disclosure Package and the Prospectus. If at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by the applicable law to be delivered in connection with sales of the Notes (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), any event shall occur or condition shall exist as a result of which it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) so that the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading or if it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) in order to comply with the requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations, the Company and the Guarantors will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement and will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to comply with such requirements, and, in the case of an amendment or post-effective amendment to the Registration Statement, the Company and the Guarantors will use their best efforts to have such amendment declared or become effective as soon as practicable and the Company and the Guarantors will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time an Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or if an event shall occur or condition shall exist as a result of which it is necessary to amend or supplement such Issuer Free Writing Prospectus so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading, or if it is necessary to amend or supplement such Issuer Free Writing Prospectus in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company and the Guarantors will promptly notify the Representatives of such event or condition and of their intention to file such amendment or supplement and will promptly prepare and, if required by the Securities Act or the Securities Act Regulations, file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to eliminate or correct such conflict, untrue statement or omission or to comply with such requirements, and the Company and the Guarantors will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.
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(e) Blue Sky and Other Qualifications. The Company and the Guarantors will cooperate with the Underwriters and their counsel in connection with the qualification of the Notes and the Guarantees for offer and sale, or to obtain an exemption for the Notes and the Guarantees to be offered or sold, under the securities or blue sky laws of such jurisdictions as the Underwriters shall reasonably request and to comply with such laws and to continue such qualification in effect so long as reasonably required for distribution of the Notes; provided that the Company and each Guarantor shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
(f) Rule 158. The Company and the Guarantors will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.
(g) Use of Proceeds. The Company will apply the net proceeds from the sale of the Notes as described in each of the General Disclosure Package and the Prospectus, as such Prospectus may be amended or supplemented from time to time, under the heading “Use of Proceeds”.
(h) Restriction on Sale of Notes. During the period beginning after the date hereof and continuing until the Closing Date, the Company and each of the Guarantors and their respective affiliates will not, directly or indirectly, offer, sell, contract to sell, issue, pledge or otherwise dispose of, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of any debt securities or guarantees thereof (except relating to the potential offering by Smurfit Kappa Treasury Unlimited Company of euro-denominated senior notes, as disclosed in the General Disclosure Package and the Prospectus) without the consent of the Representatives (which consent will not be unreasonably withheld).
(i) No Stabilization and Manipulation. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Notes. The Company and each of the Guarantors authorize the Representatives to make adequate public disclosure of the information required by the Market Abuse Regulation (EU No 596/2014) or that regulation as it forms part of UK laws by virtue of European Union (Withdrawal) Act 2018 (the “EUWA”) (“MAR”) and any applicable delegated regulations thereunder, including the related U.K. Financial Conduct Authority’s rules and guidance including the Code of Market Conduct. The Company and each of the Guarantors and their respective affiliates will not take any action or omit to take any action, as communicated by the Underwriters, which may result in any of the Underwriters being unable to rely upon the exemption for stabilization described in Article 5 of MAR or any other safe harbor or exemption for stabilization provided for under any applicable law, regulations or rules (including any stock exchange rules) in the jurisdiction where such stabilization is effected.
(j) Reporting Requirements. The Company and the Guarantors, during the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), will file all documents required to be filed with the Commission pursuant to the Exchange Act and the Exchange Act Regulations within the time periods required by the Exchange Act and the Exchange Act Regulations.
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(k) Preparation of Prospectus. Immediately following the execution of this Agreement, the Company and the Guarantors will, subject to Section 3(b) hereof, prepare the Prospectus, which shall contain the public offering price and terms of the Notes, the plan of distribution thereof and such other information as may be required by the Securities Act or the Securities Act Regulations or as the Representatives and the Company or the Guarantors may deem appropriate, and will file or transmit for filing with the Commission, in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), the Prospectus.
(l) New Registration Statement. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), any of the Notes remains unsold by the Underwriters, the Company and the Guarantors will, prior to the Renewal Deadline, if they have not already done so and are eligible to do so, file a new automatic shelf registration statement relating to the Notes, and notify the Representatives when such filing has been made. If any Guarantor is no longer eligible to file an automatic shelf registration statement, the Company and the Guarantors will, prior to the Renewal Deadline, if they have not already done so, file a new registration statement relating to the Notes, and notify the Representatives when such filing has been made and use their best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and will take all other action as is necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References in this Agreement to the “Registration Statement” shall include any such new registration statement from and after the time it is filed with the Commission, mutatis mutandis.
(m) DTC. The Company will assist the Underwriters in arranging for the Notes to be eligible for clearance and settlement through DTC and to maintain such eligibility for so long as the Notes remain outstanding.
(n) Stamp duties and taxes. The Company and the Guarantors will jointly and severally indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax, including any interest and penalties, whether in Ireland or in any Relevant Taxing Jurisdiction, on the creation, issuance and/or delivery to the Underwriters of the Notes, and on the execution and/or delivery of this Agreement and any of the other Transaction Documents in each case save for any such taxes, duties, fees or charges which arise or are increased as a result of:
(i) any document being voluntarily registered in any jurisdiction; and
(ii) any document effecting the registration, issue or delivery of the Notes either being signed or executed in the United Kingdom or being brought into the United Kingdom;
(o) Pricing Term Sheet. The Company will prepare the pricing term sheet (the “Pricing Term Sheet”) reflecting the final terms of the Notes, in substantially the form attached hereto as Exhibit C and otherwise in form and substance satisfactory to the Representatives, and shall file each such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to, and as required by, Rule 433; provided that the Company shall furnish the Representatives with copies of any such Pricing Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.
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(p) Currency. The Company agrees that all amounts payable hereunder shall be paid in U.S. dollars and made without withholding or deduction for or on account of any present or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any Relevant Taxing Jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law; and in that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made (except for any taxes which may be imposed on a holder of the Notes as a result of such holder (a) being resident for tax purposes (or having a permanent establishment) in or having a present or former connection to any Relevant Tax Jurisdiction excluding any connection arising solely from the acquisition, ownership or holding of the Notes or (b) failing to provide any documentation that would have reduced or eliminated such tax, withholding or deduction).
(q) VAT. All amounts chargeable by the Underwriters under this Agreement shall be exclusive of VAT. If any VAT is properly chargeable on any amounts charged by any Underwriter then such amounts shall be charged together with an amount equal to any VAT chargeable on the relevant supply. Such amount equal to VAT shall be payable upon delivery of an appropriate valid VAT invoice in respect of the supply to which the charge relates. Any amount for which the Underwriters are to be reimbursed under this Agreement will be reimbursed together with an amount equal to any irrecoverable VAT, where appropriate.
(r) Announcements. Prior to the completion of the distribution of the Notes, neither the Company nor any of the Guarantors will issue any press release or other communication directly or indirectly or hold any press conference (except for routine communications in the ordinary course of business consistent with past practice) with respect to Smurfit Westrock or any of its subsidiaries, the condition, financial or otherwise, or the earnings, business affairs or business prospects of Smurfit Westrock or any of its subsidiaries, without the prior consent of the Representatives (such consent not to be unreasonably withheld), unless in the judgment of the Company and the Guarantors and their counsel, and after notification to the Representatives, such press release or communication is required by law or under the rules of Euronext Dublin, the London Stock Exchange or the New York Stock Exchange or except as issued in accordance with the Securities Act and the rules and regulations promulgated thereunder.
(s) Exchange Listing. The Company will (i) use its best commercial efforts to cause the Notes to be listed on the Official List of Euronext Dublin and admitted to trading on the GEM as soon as practicable after the Closing Date but in no event later than the date of the first interest payment on the Notes; (ii) deliver to Euronext Dublin copies of the Registration Statement, the Prospectus and such other documents, information and commercially reasonable undertakings as may be required pursuant to the GEM rules or otherwise in connection with obtaining such listing; and (iii) maintain such listing of the Notes for so long as any of the Notes are outstanding. If the Notes cease to be listed on the Official List of Euronext Dublin, the Company shall use its commercially reasonable efforts to promptly list the Notes on a stock exchange to be agreed between the Company and the Representatives.
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SECTION 4. Payment of Expenses.
(a) Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, each of the Company and the Guarantors, jointly and severally agree to pay or cause to be paid all costs and expenses (together with any irrecoverable VAT, where applicable) incidental to the performance of their obligations hereunder including all fees, costs and expenses incidental to (i) the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee, any registrar or co-registrar, paying agent or transfer agent (including related fees and expenses of any counsel to such parties), (ii) the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdiction as the Representatives may reasonably designate (including fees of counsel for the Underwriters and their reasonable disbursements in connection therewith), (iii) the fees and expenses associated with obtaining approval for trading of the Notes on any securities exchange (including the listing of the Notes on the Official List of Euronext Dublin and their admission to trading on the GEM), (iv) the review, if any, by FINRA of the terms of the sale of the Notes, (v) the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto), including mailing and shipping, as applicable, (vi) any fees charged by investment rating agencies in connection with the rating of the Notes and all fees and expenses of the Company relating to the rating agency process including those incident to making all presentations to the rating agencies, (vii) the fees and expenses of the Company’s and Guarantors’ legal counsel (including local counsel) and independent accountant, (viii) the fees and expenses of counsel of the Underwriters (including Cravath, Swaine & Moore LLP and local counsel), (ix) the fees and expenses of any Authorized Agent (as defined in Section 12(c) hereof), (x) all expenses and application fees incurred in connection with the approval of the Notes by DTC for book entry transfer, (xi) all expenses incurred by the Underwriters and the Company or its representatives in connection with presentations and roadshows relating to prospective investors of the Notes, (xii) any stamp or other issuance or transfer taxes or similar governmental duties incurred by the Company, any Guarantor or the Underwriters, if any, payable in connection with the offer and sale of the Notes to the Underwriters and initial resales by the Underwriters to purchasers thereof, and (xiii) all other reasonable out-of-pocket expenses reasonably incurred by the Underwriters or any of their affiliates in connection with, or arising out of, the offering of the Notes.
SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the satisfaction or waiver of the following conditions:
(a) Effectiveness of Registration Statement. The Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or, to the knowledge of the Company or the Guarantors, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives and the Commission shall not have notified the Company or the Guarantors of any objection to the use of the form of the Registration Statement. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance upon Rule 424(b)(8)) and each Issuer Free Writing Prospectus required to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 433.
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(b) Representations, Warranties and Covenants. The representations and warranties of the Company contained herein are true and correct on and as of the date of this Agreement, the Applicable Time and the Closing Date as if made on and as of the date hereof, the Applicable Time or the Closing Date; the representations and warranties of each of the Guarantors contained herein are true and correct on and as of the date of this Agreement, the Applicable Time and the Closing Date as if made on and as of the date hereof, the Applicable Time and the Closing Date; the statements of the Company or any of the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date; and the Company and the Guarantors shall have complied with all material agreements and all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date.
(c) No Downgrade. As of the Closing Date and at any time subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded to the Notes or any other debt securities or preferred stock issued or guaranteed by Smurfit Westrock or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or of any other debt securities or preferred stock issued or guaranteed by Smurfit Westrock or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).
(d) Material Adverse Change. Since the date of the most recent financial statements of Smurfit Westrock and its subsidiaries incorporated by reference in each of the General Disclosure Package and the Prospectus, there shall not have been any change in the capital stock or long-term debt of Smurfit Westrock or any of its subsidiaries, or any material adverse change or any development which would reasonably be expected to result in a Material Adverse Effect, the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering of the Notes.
(e) Officers’ Certificate. The Underwriters shall have received on and as of the Closing Date, a certificate of an officer or director of the Company, with specific knowledge about financial matters of Smurfit Westrock and its subsidiaries, reasonably satisfactory to the Representatives (i) to the effect set forth in subsections (b), (c) and (d) of this Section 5 and (ii) to the further effect that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantors, are threatened by the Commission and the Commission has not notified the Company or the Guarantors of any objection to the use of the form of the Registration Statement.
(f) Opinion of United States Counsel for Company. The Company shall have requested and caused Hogan Lovells US LLP, as United States (including New York and Delaware) counsel for the Company and the Guarantors, to furnish to the Underwriters its written opinion and Rule 10b-5 disclosure letter, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(g) Opinion of Irish Counsel for Company. The Company shall have requested and caused William Fry LLP, as Irish counsel for the Company and the Guarantors, to furnish to the Underwriters its written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
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(h) Opinion of Dutch Counsel for Company. The Company shall have requested and caused Stibbe London B.V., as Dutch counsel for the Company and the Guarantors, to furnish to the Underwriters its written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(i) Opinion of State of Georgia Counsel for Company. The Company shall have furnished to the Underwriters a written opinion with respect to the law of the State of Georgia, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(j) Accountant’s Comfort Letter. On the date hereof and on the Closing Date, each of KPMG and Ernst & Young LLP shall have furnished to the Underwriters at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Representatives or to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to the financial statements and certain financial information incorporated by reference or contained (as applicable) in each of the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus (other than any electronic road show) and the Prospectus and any amendments or supplements to any of the foregoing.
(k) Opinion of Counsel for Underwriters. The Underwriters shall have received on and as of the Closing Date (i) an opinion and Rule 10b-5 disclosure letter from Cravath, Swaine & Moore LLP, U.S. counsel for the Underwriters and (ii) an opinion from McCann FitzGerald LLP, Irish counsel for the Underwriters, in each case, in form and substance reasonably satisfactory to the Representatives and, in each case, the Company and the Guarantors shall have furnished to such counsel such documents and information as they may reasonably request to enable them to pass upon such matters.
(l) Chief Officer Certificate. On the date (and prior to the execution) of this Agreement, the Chief Financial Officer of Smurfit Westrock shall have furnished to the Underwriters a certificate, dated the date of this Agreement, reasonably satisfactory to the Underwriters, containing statements and information with respect to certain financial information incorporated by reference or contained (as applicable) in each of the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus (other than any electronic road show) and the Prospectus and any amendments or supplements to any of the foregoing.
(m) No Prevention Actions. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Guarantees.
(n) Indenture. The Indenture (in form and substance satisfactory to the Representatives) shall have been duly executed and delivered by the Company, each of the Guarantors and the Trustee on the Closing Date and shall be in full force and effect on such date and the Notes shall have been duly executed and delivered by the Company and duly authenticated by the Trustee.
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(o) Clearance. The Notes shall be eligible for clearance and settlement through DTC.
(p) Additional Documents. On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Representatives shall reasonably request.
(q) Irish Law. At or prior to the Closing Date, to the extent required to comply with Section 82 of the Companies Act 2014 of Ireland or any applicable statutory provisions on financial assistance in Ireland with respect to the Transaction Documents, such requirements shall have been complied with in full by the Guarantors.
SECTION 6. Indemnification. (a) The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers and affiliates of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any of the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) or “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus (and, in each case, any amendment or supplement thereto if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Guarantors in writing by such Underwriter expressly for use therein as set forth in Section 12(a).
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company and each of the Guarantors to each Underwriter, but only with reference to the information set forth in Section 12(a) relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in any of the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d) (and, in each case, any amendment or supplement thereto if the Company shall have furnished any amendments or supplements thereto).
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(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person, the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the costs and expenses of such proceeding and the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by such Underwriter and any such separate firm for the Company, the Guarantors, their respective directors and officers and such control persons of the Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, which consent will not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Person.
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SECTION 7. Contribution. If the indemnification provided for in the first and second paragraphs of Section 6 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand and the Underwriters on the other hand from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Notes (before deducting expenses) received by the Company, and the total discounts and commissions received by the Underwriters, bear to the aggregate offering price of the Notes. The relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim (together with any irrecoverable VAT, withholding or other tax thereon). Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total price at which the Notes purchased by it were offered exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to the respective principal amount of the Notes set forth opposite their names in Exhibit B hereto, and not joint.
The remedies provided for in Section 6 above and in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
The respective indemnities, rights of contribution contained in Sections 6 and 7, reimbursement rights contained in Section 8(b), representations, warranties, agreements and other statements of the Company, the Guarantors, the officers of the Company or a Guarantor and of each Underwriter set forth in this Agreement shall survive the delivery of and payment for the Notes and shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company or a Guarantor, their respective officers, directors or any other person controlling the Company or a Guarantor and (iii) acceptance of and payment for any of the Notes.
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SECTION 8. Termination of Agreement.
(a) Termination; General. Notwithstanding anything herein contained, this Agreement may be terminated in the absolute discretion of the Representatives, by notice given to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date: (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of Euronext Dublin, the Luxembourg Stock Exchange, the New York Stock Exchange, the Nasdaq stock market, the London Stock Exchange or the over-the-counter market; (ii) trading of any securities of or guaranteed by Smurfit Westrock or any of its subsidiaries shall have been suspended on any exchange or in any over-the-counter market or settlement in such trading shall have been materially disrupted; (iii) a general moratorium on commercial banking activities shall have been declared by Irish, Luxembourg, United States Federal or New York State authorities or by the competent governmental or regulatory authorities in the United Kingdom; (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity, crisis, or emergency either within or outside the United States that, in the reasonable judgment of the Representatives is material and adverse and which, in the reasonable judgment of such Representatives, makes it impracticable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Prospectus or (v) an adverse change shall have occurred in the United States, the United Kingdom or Ireland taxation affecting the Notes or the transfer thereof (other than as disclosed in the General Disclosure Package and the Prospectus) or exchange controls shall have been imposed by the United States, the United Kingdom or Ireland.
(b) Reimbursement of Costs and Expenses. If this Agreement (i) is terminated pursuant to Section 8 or (ii) shall be terminated by the Underwriters, or any of them, (X) because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or (Y) if for any reason the Company shall be unable to perform its obligations under this Agreement or any condition of the Underwriters’ obligations cannot be fulfilled, the Company and each of the Guarantors jointly and severally agree to reimburse the Underwriters or such Underwriter as has so terminated this Agreement with respect to itself for all out-of-pocket costs and expenses (including the reasonable fees and expenses of its counsel, and, where applicable, with any irrecoverable VAT thereon) reasonably incurred by the Underwriters or such Underwriter in connection with this Agreement or the offering contemplated hereunder.
SECTION 9. Default by One or More of the Underwriters.
(a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriter do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to such non-defaulting Underwriter to purchase such Notes on such terms. If other persons become obligated or agree to purchase the Notes of a defaulting Underwriter, either the non-defaulting Underwriter or the Company may postpone the Closing Date for up to five full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the General Disclosure Package, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the General Disclosure Package or the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriters” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Exhibit B hereto that, pursuant to this Section 9, purchases Notes that a defaulting Underwriter agreed but failed to purchase.
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(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriter and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of the Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes or if the Company shall not exercise the rights described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 8(b) hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Guarantors or any non-defaulting Underwriter for damages caused by its default.
SECTION 10. Authority of Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.
SECTION 11. Parties. This Agreement shall inure to the benefit of and be binding upon the Company, the Guarantors, the Underwriters, each affiliate (including any parent or holding company) of any Underwriter which assists such Underwriter in the distribution of the Notes (including the indemnified persons referred to in Section 6 hereof), any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
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SECTION 12. Miscellaneous.
(a) Blood Letter. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the information furnished to the Company by the Underwriters for inclusion in each of the General Disclosure Package and the Prospectus, consists solely of:
(A) the names of the Underwriters on the front cover page and under the heading “Underwriting” in the General Disclosure Package and the Prospectus; and
(B) the sixth and tenth paragraphs under the heading “Underwriting” in the General Disclosure Package and the Prospectus.
(b) Waiver of Immunity. To the extent that the Company or any of the Guarantors or any of their properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to their obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.
(c) Jurisdiction. The Company and each of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States, in any legal suit, action or proceeding based on or arising under this Agreement and agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Ireland or in the Netherlands of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. Each of the Company and the Guarantors hereby appoint Smurfit WestRock US Holdings Corporation, with offices located at 1000 Abernathy Road NE, Atlanta, GA 30328, USA, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable. The Company and each of the Guarantors hereby represent and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process, and the Company and the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and the Guarantors further agree that service of process upon the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceeding. If for any reason the Authorized Agent shall cease to be available to act as such, each of the Company and the Guarantors agrees to promptly designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Representatives under this Agreement. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any other manner permitted by law. The provisions of this Section 12(c) are intended to be effective upon the execution of this Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.
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(d) WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(e) Currency. The Company and each of the Guarantors shall jointly and severally indemnify and hold harmless the Underwriters against any loss incurred by them as a result of any judgment or order being given or made and expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount, as the case may be, is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in New York, New York at which such Underwriters on the first Business Day after the payment of such judgment or order are able to purchase U.S. dollars, as the case may be, with the amount of the Judgment Currency actually received by such Underwriters. The foregoing shall constitute a separate and independent obligation of the Company and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” as used in this paragraph shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. dollars, as the case may be.
SECTION 13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be given to each of the Representatives at the addresses indicated in Schedule I hereto; with a copy to Cravath, Swaine & Moore LLP, 100 Cheapside, London EC2V 6DT, United Kingdom, Attention: Philip J. Boeckman and Margaret R. M. Rallings (email: pboeckman@cravath.com; mrallings@cravath.com; telefax number: +44 20 7453 1150). Notices to the Company and the Guarantors shall be given to them at Beech Hill, Clonskeagh, Dublin 4, Attention: Emer Murnane; with a copy to Hogan Lovells US LLP, 390 Madison Avenue, New York, NY 10017, USA, Attention: Stuart Morrissy and Meredith Hines (email: stuart.morrissy@hoganlovells.com; meredith.hines@hoganlovells.com).
SECTION 14. Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
SECTION 15. Electronic Signatures. Each party to this Agreement consents to the electronic execution of this Agreement, to the provision of any information in connection with this Agreement by electronic means, and to the retention and use of the signed Agreement as an electronic original.
SECTION 16. GOVERNING LAW. THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATION, CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.
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SECTION 17. Effect of Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
SECTION 18. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
SECTION 19. Agreement and Acknowledgement with respect to the Exercise of the Bail-in Power.
(a) Notwithstanding any other term of any Transaction Document or any other agreement, arrangement or understanding between the parties, each party acknowledges and accepts that any liability of any party to any other party under or in connection with the Transaction Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(1) any Bail-In Action in relation to any such liability, including (without limitation)
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it;
(iii) a cancellation of any such liability; and
(2) a variation of any term of any Transaction Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
(b) For purposes of this Section 19:
(1) “Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
(2) “Bail-In Action” means the exercise of any Write-down and Conversion Powers.
(3) “Bail-In Legislation” means:
(i) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
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(ii) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and
(iii) in relation to the United Kingdom, the UK Bail-In Legislation.
(4) “EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.
(5) “EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
(6) “Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.
(7) “UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
(8) “Write-down and Conversion Powers” means:
(i) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
(ii) in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:
(A) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(B) any similar or analogous powers under that Bail-In Legislation; and
(C) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.
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SECTION 20. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(c) For purposes of this Section 20:
(1) “BHC Act Affiliate” means “affiliate” as that term is defined in, and interpreted in accordance with, 12 U.S.C. § 1841(k).
(2) “Covered Entity” means (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(3) “Default Right” means “default right” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
(4) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 21. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:
“Applicable Time” means 2:50 PM (New York City time) on November 17, 2025 or such other time as agreed by the Company and the Representatives.
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“Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.
“Commission” means the Securities and Exchange Commission.
“DTC” means The Depository Trust Company.
“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Act Regulations” means the rules and regulations of the Commission under the Exchange Act.
“FINRA” means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require.
“GAAP” means generally accepted accounting principles.
“Group” means Smurfit Westrock and its consolidated subsidiaries.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Notes that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or of the offering thereof that does not reflect the final terms, all of which are listed in Exhibit D hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit D(a) hereto.
“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“PCAOB” means the Public Company Accounting Oversight Board (United States).
“Relevant Taxing Jurisdiction” means (a) Ireland or the Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, (b) any other jurisdiction in which the Company or a Guarantor, as the case may be, is organized or is otherwise resident for tax purposes or any political subdivision or any authority or agency therein or thereof having power to tax, or (c) any jurisdiction from or through which a payment is made or any political subdivision or any authority or agency therein or thereof having power to tax.
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“Registration Statement” means the Company’s registration statement on Form S–3 (Registration No. 333-291446) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B.
“Rule 163,” “Rule 164,” “Rule 172,” “Rule 173,” “Rule 401,” “Rule 405,” “Rule 424(b),” “Rule 430A,” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.
“Rule 430B Information” means the information included in the Pre-Pricing Prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.
“Securities Act” means the Securities Act of 1933, as amended.
“Securities Act Regulations” means the rules and regulations of the Commission under the Securities Act.
“VAT” means (a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (c) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (a) or (b), or imposed elsewhere.
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
All references in this Agreement to the Registration Statement, the Pre-Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or the Underwriters.
All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pre-Pricing Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case may be.
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SECTION 22. Permitted Free Writing Prospectuses. The Company and the Guarantors jointly and severally represent, warrant and agree that they have not made and, unless they obtain the prior written consent of the Representatives, will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company, the Guarantors and the Representatives, it will not make, any offer relating to the Notes that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriter, to be filed with the Commission or, in the case of the Company or the Guarantors, whether or not required to be filed with the Commission; provided that the prior written consent of the Company, the Guarantors and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit D hereto and to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and the Guarantors jointly and severally represent, warrant and agree that they have treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit D hereto are Permitted Free Writing Prospectuses.
SECTION 23. Absence of Fiduciary Relationship. Each of the Company and the Guarantors acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or fiduciary to, or agent of, the Company, the Guarantors or any other person. Additionally, the Underwriters are not advising the Company, the Guarantors or any of Smurfit Westrock’s other subsidiaries or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by an Underwriter of the Company, the Guarantors, any of Smurfit Westrock’s other subsidiaries and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company, the Guarantors, any of Smurfit Westrock’s other subsidiaries or any other person. Furthermore, the Underwriters may have interests that differ from those of the Company, the Guarantors or any of Smurfit Westrock’s other subsidiaries. Each of the Company and the Guarantors hereby waives, to the fullest extent permitted by law, any claims it may have based on any actual or potential conflicts of interest that may arise or result from any Underwriter’s engagement in connection with the transactions contemplated hereby or any claims it may have against such Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty, and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company, any Guarantor or any other person in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any Guarantor, including any of the Company’s or the Guarantors’ shareholders, employees or creditors.
[Signature Pages Follow]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Guarantors in accordance with its terms.
| Very truly yours, | ||
|---|---|---|
| Smurfit Westrock Financing DAC | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit Westrock plc | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit Kappa Group Limited | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit Kappa Investments Limited | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit Kappa Acquisitions Unlimited Company | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory |
[Signature Page to USD Underwriting Agreement]
| Smurfit Kappa Treasury Funding Designated Activity Company | ||
|---|---|---|
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit Kappa Treasury Unlimited Company | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit International B.V. | ||
| By | /s/ Marc van der Velden | |
| Name: | Marc van der Velden | |
| Title: | Director | |
| Smurfit WestRock US Holdings Corporation | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| WestRock Company | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group |
[Signature Page to USD Underwriting Agreement]
| WestRock MWV, LLC | ||
|---|---|---|
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| WRKCo. Inc. | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| WestRock RKT, LLC | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group |
[Signature Page to USD Underwriting Agreement]
| CONFIRMED AND ACCEPTED, as of the date first above written: | |
|---|---|
| Citigroup Global Markets Inc. | |
| By: | /s/ Adam D. Bordner |
| Name: Adam D. Bordner | |
| Title: Managing Director | |
| Credit Agricole Securities (USA) Inc. | |
| --- | --- |
| By: | /s/ David Travis |
| Name: David Travis | |
| Title: Managing Director | |
| By: | /s/ Ivan Hrazdira |
| Name: Ivan Hrazdira | |
| Title: Managing Director | |
| Mizuho Securities USA LLC | |
| --- | --- |
| By: | /s/ Joseph Santaniello |
| Name: Joseph Santaniello | |
| Title: Managing Director | |
| Wells Fargo Securities, LLC | |
| --- | --- |
| By: | /s/ Carolyn Hurley |
| Name: Carolyn Hurley | |
| Title: Managing Director |
For themselves and as Representative of the Underwriters named in Exhibit B hereto.
[Signature Page to USD Underwriting Agreement]
Schedule I
Notice Information
If to a Representative:
**Citigroup Global Markets Inc.**388 Greenwich Street
New York, NY 10013
United States
Attention: General Counsel
Fax: (646) 291-1469
**Credit Agricole Securities (USA) Inc.**1301 Avenue of the America, 8th Floor
New York, NY 10019
United States
Attention: Debt Capital Markets
U.S. Toll Free: (866) 807-6030
Mizuho Securities USA LLC1271 Avenue of the Americas
New York, NY 10020
United States
Email: BA_DCM_Notices@mizuhogroup.com
Wells Fargo Securities, LLC550 South Tryon Street, 5th Floor
Charlotte, NC 28202
United States
Attention: Transaction Management
Email: tmgcapitalmarkets@wellsfargo.com
with a copy to:
Cravath, Swaine & Moore LLP
100 Cheapside
London EC2V 6DT
United Kingdom
Attention: Philip J. Boeckman and Margaret R. M. Rallings (email: pboeckman@cravath.com; mrallings@cravath.com; telefax number: +44 20 7453 1150)
If to the Company or the Guarantor:
Smurfit Westrock Financing DAC
Beech Hill, Clonskeagh
Dublin 4
Attention: Emer Murnane
with a copy to:
Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
USA
Attention: Stuart Morrissy and Meredith Hines (email: stuart.morrissy@hoganlovells.com; meredith.hines@hoganlovells.com)
EXHIBIT A
Guarantors
| Name | Jurisdiction | Registration Number(or equivalent, if any) |
|---|---|---|
| Smurfit Westrock plc | Ireland | 607515 |
| Smurfit Kappa Group Limited | Ireland | 433527 |
| Smurfit Kappa Investments Limited | Ireland | 380620 |
| Smurfit Kappa Acquisitions Unlimited Company | Ireland | 358039 |
| Smurfit Kappa Treasury Funding Designated Activity Company | Ireland | 239631 |
| Smurfit Kappa Treasury Unlimited Company | Ireland | 177324 |
| Smurfit International B.V. | Netherlands | 33149443 |
| Smurfit WestRock US Holdings Corporation | State of Delaware | 7665333 |
| WestRock Company | State of Delaware | 6727858 |
| WestRock MWV, LLC | State of Delaware | 3429632 |
| WRKCo. Inc. | State of Delaware | 5688407 |
| WestRock RKT, LLC | State of Georgia | J518706 |
EXHIBIT B
Underwriters of the Notes
| Underwriter | Percentage | Principal<br> Amount of the<br> Notes | |||
|---|---|---|---|---|---|
| Citigroup Global Markets Inc. | 11.00 | % | $ | 88,000,000 | |
| Credit Agricole Securities (USA) Inc. | 10.00 | % | $ | 80,000,000 | |
| Mizuho Securities USA LLC | 10.00 | % | $ | 80,000,000 | |
| Wells Fargo Securities, LLC | 10.00 | % | $ | 80,000,000 | |
| ING Financial Markets LLC | 5.80 | % | $ | 46,400,000 | |
| J.P. Morgan Securities LLC | 5.80 | % | $ | 46,400,000 | |
| PNC Capital Markets LLC | 5.80 | % | $ | 46,400,000 | |
| RBC Capital Markets, LLC | 5.80 | % | $ | 46,400,000 | |
| SMBC Nikko Securities America, Inc. | 5.80 | % | $ | 46,400,000 | |
| Barclays Capital Inc. | 2.00 | % | $ | 16,000,000 | |
| BNP Paribas Securities Corp. | 2.00 | % | $ | 16,000,000 | |
| Commerz Markets LLC | 2.00 | % | $ | 16,000,000 | |
| Danske Markets Inc. | 2.00 | % | $ | 16,000,000 | |
| Deutsche Bank Securities Inc. | 2.00 | % | $ | 16,000,000 | |
| Goodbody Stockbrokers UC | 2.00 | % | $ | 16,000,000 | |
| Lloyds Securities Inc. | 2.00 | % | $ | 16,000,000 | |
| NatWest Markets Securities Inc. | 2.00 | % | $ | 16,000,000 | |
| Rabo Securities USA, Inc. | 2.00 | % | $ | 16,000,000 | |
| Santander US Capital Markets LLC | 2.00 | % | $ | 16,000,000 | |
| Scotia Capital (USA) Inc. | 2.00 | % | $ | 16,000,000 | |
| SEB Securities, Inc. | 2.00 | % | $ | 16,000,000 | |
| TD Securities (USA) LLC | 2.00 | % | $ | 16,000,000 | |
| Bank of China (Europe) S.A. | 1.00 | % | $ | 8,000,000 | |
| Regions Securities LLC | 1.00 | % | $ | 8,000,000 | |
| Siebert Williams Shank & Co., LLC | 1.00 | % | $ | 8,000,000 | |
| The Governor and Company of the Bank of Ireland | 1.00 | % | $ | 8,000,000 | |
| Total | 100.00 | % | $ | 800,000,000 |
EXHIBIT C
PRICING TERM SHEET
Smurfit Westrock Financing DAC
5.185% Senior Notes due 2036 (the “Notes”)
Pricing Term Sheet dated November 17, 2025 to the Preliminary Prospectus Supplement dated November 17, 2025 of Smurfit Westrock Financing DAC (the “Preliminary Prospectus Supplement”)
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements and supersedes the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Unless otherwise indicated, capitalized terms used but not defined herein have the meanings given to them in the Preliminary Prospectus Supplement.
| Issuer: | Smurfit Westrock Financing DAC |
|---|---|
| Guarantors: | Smurfit Westrock plc and certain of its subsidiaries |
| Offering Format: | SEC Registered |
| Expected Ratings*: | [Intentionally omitted] |
| Trade Date: | November 17, 2025 |
| Settlement Date**: | November 21, 2025 (T+4) |
| Notes Offered: | 5.185% Senior Notes due 2036 |
| Principal Amount: | $800,000,000 |
| Coupon: | 5.185% |
| Interest Payment Dates: | January 15 and July 15 of each year, commencing July 15, 2026 |
| Interest Record Dates: | January 1 and July 1 |
| Maturity Date: | January 15, 2036 |
| Spread to Benchmark Treasury: | +105 basis points |
| Benchmark Treasury: | UST 4.000% due November 15, 2035 |
| --- | --- |
| Benchmark Treasury Price and Yield: | 98-29; 4.135% |
| Yield to Maturity: | 5.185% |
| Price to Public: | 99.987% of principal amount |
| Gross Proceeds: | $799,896,000 |
| Underwriting Discount: | 0.650% |
| Optional Redemption: | Make-whole call at T+20 basis points<br><br> <br><br><br> <br>Par call on or after October 15, 2035 |
| Tax Redemption: | Par call upon the occurrence of specified tax events described under “Description of the Notes — Redemption for Taxation Reasons” in the prospectus supplement |
| CUSIP / ISIN: | 83272Y AC6 / US83272YAC66 |
| Change of Control Repurchase Event: | Put at 101% of principal plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the date of purchase, subject to occurrence of a Change of Control Repurchase Event |
| Denominations: | Minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof |
| Governing Law: | New York |
| Expected Listing: | Application will be made for the Notes to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin, admitted to trading on the Global Exchange Market and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange. |
| Joint Book-Running Managers: | Citigroup Global Markets Inc.<br><br> <br>Credit Agricole Securities (USA) Inc.<br><br> <br>Mizuho Securities USA LLC<br><br> <br>Wells Fargo Securities, LLC<br><br> <br>ING Financial Markets LLC<br><br> <br>J.P. Morgan Securities LLC<br><br> <br>PNC Capital Markets LLC<br><br> <br>RBC Capital Markets, LLC<br><br> <br>SMBC Nikko Securities America, Inc. |
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| Senior Co-Managers: | Barclays Capital Inc.<br><br> <br>BNP Paribas Securities Corp.<br><br> <br>Commerz Markets LLC<br><br> <br>Danske Markets Inc.<br><br> <br>Deutsche Bank Securities Inc.<br><br> <br>Goodbody Stockbrokers UC<br><br> <br>Lloyds Securities Inc.<br><br> <br>NatWest Markets Securities Inc.<br><br> <br>Rabo Securities USA, Inc.<br><br> <br>Santander US Capital Markets LLC<br><br> <br>Scotia Capital (USA) Inc.<br><br> <br>SEB Securities, Inc.<br><br> <br>TD Securities (USA) LLC |
|---|---|
| Co-Managers: | Bank of China (Europe) S.A.<br><br> <br>Regions Securities LLC<br><br> <br>Siebert Williams Shank & Co., LLC<br><br> <br>The Governor and Company of the Bank of Ireland |
***
* A securities rating is not a recommendationto buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Delivery of the Notes will be made to investors on or about November 21, 2025, which will be the fourth business day in New York following the date of pricing of the Notes (such settlement being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to their date of delivery will be required, by virtue of the fact that the Notes initially settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on a date that is prior to the first business day prior to delivery of the Notes should consult their own advisor.
Smurfit Westrock has filed a registration statement(including a base prospectus) and the Preliminary Prospectus Supplement with the U.S. Securities and Exchange Commission (the “SEC”)for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanyingbase prospectus in that registration statement, this Pricing Term Sheet and other documents Smurfit Westrock has filed with the SEC formore complete information about Smurfit Westrock and this Offering. You may obtain these documents for free by visiting EDGAR on the SEC’swebsite at www.sec.gov. Alternatively, Smurfit Westrock, any underwriter or any dealer participating in this Offering will arrange tosend you the Preliminary Prospectus Supplement, the final prospectus supplement (when available) and the accompanying base prospectusif you request it by calling Citigroup Global Markets Inc. at +1-800-831-9146 (toll free), Credit Agricole Securities (USA) Inc. at +1-866-807-6030(toll free), Mizuho Securities USA LLC at +1-866-271-7403 and Wells Fargo Securities, LLC at +1-800-645-3751 (toll free).
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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EXHIBIT D
(a)
ISSUER GENERAL USE FREE WRITING PROSPECTUSES
1) Pricing Term Sheet containing the terms of the Notes, substantially in the form of Exhibit C hereto.
(b)
ISSUER LIMITED USE FREE WRITING PROSPECTUSES
None
Exhibit 1.2
Smurfit Kappa Treasury Unlimited Company
3.489% Senior Notes due 2031
UNDERWRITING AGREEMENT
Dated: November 18, 2025
Smurfit Kappa Treasury Unlimited Company
3.489% Senior Notes due 2031
UNDERWRITING AGREEMENT
November 18, 2025
Citigroup Global Markets Limited
Barclays Bank Ireland PLC
Commerzbank Aktiengesellschaft
Goodbody Stockbrokers UC
c/o Citigroup Global Markets Limited
Citigroup Centre, Canada Square,
Canary Wharf, London E14 5LB
United Kingdom
c/o Barclays Bank Ireland PLC
One Molesworth Street
Dublin 2, Ireland D02 RF29
c/o Commerzbank Aktiengesellschaft
Kaiserstraße 16 (Kaiserplatz)
60311 Frankfurt am Main
Federal Republic of Germany
c/o Goodbody Stockbrokers UC
9-12 Dawson Street
Dublin, Ireland D02 YX99
As Representatives of the several Underwriters
Ladies and Gentlemen:
Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland with registered company number 177324 (the “Company”), a subsidiary of Smurfit Westrock plc (“Smurfit Westrock”), and the guarantors listed in Exhibit A hereto (together, the “Guarantors”), confirm their agreement with Citigroup Global Markets Limited (“Citi”), the other Representatives (as defined below), and each of the other Underwriters named in Exhibit B hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof, for whom Citi, Barclays Bank Ireland PLC, Commerzbank Aktiengesellschaft and Goodbody Stockbrokers UC are acting as representatives (in such capacity, the “Representatives”)), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts, if any, set forth in Exhibit B hereto opposite the name of such Underwriter of €500,000,000 aggregate principal amount of the Company’s 3.489% Senior Notes due 2031 (the “Notes”). The Notes will be issued pursuant to an Indenture, to be dated as of November 21, 2025 (the “Indenture”), among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented on November 24, 2025 by an officer’s certificate in accordance with Section 2.1 of the Indenture. The Notes shall be fully and unconditionally guaranteed as to the payment of principal, premium, if any, additional amounts, if any, and interest (the “Guarantees”) by the Guarantors.
The Company understands that the relevant Underwriters propose to make a public offering of the relevant Notes as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) on Form S-3 (File No. 333-291446) in respect of the Issuer’s debt securities and guarantees thereof. Such registration statement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (together, “Rule 430 Information”) is referred to herein as the “Registration Statement”. As used herein, the term “Base Prospectus” means the prospectus included in such Registration Statement (and any amendments thereto) at the time of its effectiveness that omits Rule 430 Information. The Company has prepared and previously delivered to you a preliminary prospectus supplement, dated November 18, 2025, relating to the Notes (the “Preliminary Prospectus Supplement”) and related to the Base Prospectus. The Preliminary Prospectus Supplement and the Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement, dated November 18, 2025, relating to the Notes (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised you of all information (financial and other) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Notes (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are herein called, collectively, the “Prospectus.”
The Company and the Guarantors will prepare a listing application (including the documents and information incorporated by reference therein, the “Listing Application”) for the Notes to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) and to trading on the Global Exchange Market (“GEM”) and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange.
Each of the Company and the Guarantors hereby confirms that it has authorized the use of the Registration Statement, the General Disclosure Package (as defined herein), the Prospectus and any additional written documentation in connection with the offer and sale of Notes by the Underwriters in the manner contemplated by this Agreement.
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The Underwriters understand that the Company intends to (a) use the net proceeds from the sale of the Notes and the substantially concurrent offering of US-dollar denominated senior notes (i) to redeem the outstanding €750.0 million in aggregate principal amount of 1.500% Senior Notes due 2027 issued by Smurfit Kappa Treasury Unlimited Company (the “SKT 2027 Notes”) in full at the applicable redemption price set forth in the indenture governing the SKT 2027 Notes, (ii) to redeem the outstanding $500.0 million in aggregate principal amount of 3.375% Senior Notes due 2027 issued by WRKCo Inc. (the “WRKCo 2027 Notes”) in full at the applicable redemption price set forth in the indenture governing the WRKCo 2027 Notes and (iii) for general corporate purposes, including the repayment of indebtedness; and (b) use an amount equivalent to the proceeds of the Offering to finance or refinance a portfolio of Eligible Green Projects (as defined in the Prospectus) in accordance with Smurfit Westrock’s Green Finance Framework, which Smurfit Westrock may, in the future, update in line with developments in the market.
The term “Transaction Documents” is used in this Underwriting Agreement (this “Agreement”) to refer collectively to this Agreement, the Notes, the Indenture (including the Guarantees set forth therein), and any other agreement or instrument to be entered into in conjunction with the offering of the Notes. For the purposes of this Agreement, the term “Notes” shall be deemed to include the Guarantees, where applicable. Certain terms used in this Agreement are defined in Section 21 hereof.
SECTION 1. Representations and Warranties.
(a) Representations and Warranties by the Company. Each of the Company and the Guarantors jointly and severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Date referred to in Section 2(b) hereof, except for any representation and warranty that speaks as of a specific date, in which case such representation and warranty is made only as of such date, and agrees with each Underwriter, as follows:
(1) Status as a Well-Known Seasoned Issuer.
(i) (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at any time the Company, the Guarantors or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Notes in reliance on the exemption of Rule 163 and (D) at the date hereof, each of the Company and the Guarantors was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Notes, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Guarantors on such an “automatic shelf registration statement.” None of the Company or the Guarantors has received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of an automatic shelf registration statement.
(ii) Any written communication that was an offer relating to the Notes made by the Company or the Guarantors or any person acting on its or their behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163.
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(2) Compliance with Registration Requirements. The Company and the Guarantors meet the requirements for use of Form S-3 under the Securities Act and the Notes at the Closing Date will be duly registered under the Securities Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendments thereto have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantors, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on November 12, 2025.
(3) Registration Statement, Prospectus and Disclosure at Applicable Time.
(i) RegistrationStatement. At the respective times that the Registration Statement and any amendments thereto became effective, at any time subsequent to the filing of the Registration Statement that the Company filed an Annual Report on Form 10-K (or any amendment thereto) with the Commission, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), and at the Closing Date, the Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the requirements of the Securities Act, the Securities Act Regulations and the Trust Indenture Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, subject to sub-section (iv) below.
(ii) Prospectus. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date, and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Notes (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below. The Pre-Pricing Prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the Securities Act, or delivered to the Underwriters for use in connection with the offering of the Notes, complied when so filed or when so delivered, as the case may be, in all material respects with the Securities Act and the Securities Act Regulations.
(iii) GeneralDisclosure Package and Issuer Free Writing Prospectus. As of the Applicable Time, as of each time prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Notes from the Underwriters and as of the Closing Date, neither (x) (1) the Pricing Term Sheet (as defined in Section 3(o) below), (2) any other Issuer General Use Free Writing Prospectus, if any, issued at or prior to the Applicable Time and (3) the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, if any, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below. Each Issuer Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offering and sale of the Notes did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus that has not been superseded or modified, subject to sub-section (iv) below.
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(iv) The representations and warranties in the preceding sub-sections (i), (ii) and (iii) of this Section 1(a)(3) do not apply to statements in or omissions from (y) the Registration Statement, the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantors by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 12(a) hereof or (z) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act.
(v) At the respective times that the Registration Statement or any amendment thereto were filed, as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Notes within the meaning of Rule 164(h)(2), and at the date hereof, neither the Company nor any of the Guarantors was and is an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405. The copies of the Registration Statement and any amendments to any of the foregoing and the copies of the Pre-Pricing Prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Notes (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.
(4) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, at the respective times they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations and, when read together with the other information in the Registration Statement, the Pre-Pricing Prospectus and Prospectus, as applicable, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
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(5) Independent Accountants. (i) KPMG, who have audited the consolidated financial statements of the Group and reviewed the unaudited interim condensed consolidated financial statements of the Group, are independent auditors to the Group in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and (ii) Ernst & Young LLP, who have audited the consolidated financial statements of WestRock Company and its consolidated subsidiaries (the “WestRock Entities”) were independent auditors to the WestRock Entities within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission as well as in accordance with the applicable rules of the PCAOB.
(6) Financial Statements. (i) The consolidated historical financial statements of the Group (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Group as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted therein); (ii) the consolidated historical financial statements of the WestRock Entities (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position, results of operations and cash flows of the WestRock Entities as of the dates and for the periods indicated and have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein); (iii) the consolidated historical financial statements of Smurfit Kappa Group Limited (“SKG”) and its subsidiaries (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position, results of operations and cash flows of SKG and its subsidiaries as of the dates and for the periods indicated and have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein); and (iv) the unaudited condensed pro forma combined financial information (including the related notes) incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been properly presented on the bases described therein, and the Company believes that the assumptions underlying such unaudited condensed pro forma combined financial information and other unaudited proforma financial data, as the case may be, are reasonable and are incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus.
(7) No Material Adverse Change in Business. Since the date of the most recent financial statements of Smurfit Westrock and its subsidiaries incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus, there has not been any material adverse change, or any development which would reasonably be expected to result in a material adverse change, in or affecting the business, senior management, financial position, shareholders’ equity, results of operations or prospects of the Group, taken as a whole (a “Material Adverse Effect”), except, in each case, as otherwise disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus.
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(8) Good Standing of the Company. The Company has been duly incorporated and is validly existing as a public unlimited company under the laws of Ireland, with registered number 177324, and with power and authority to own, lease and operate its properties and conduct its business as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, and has been duly qualified as a foreign company for the transaction of business and, if applicable, is in good standing under the laws of each other jurisdiction in which it owns, leases or operates properties or conducts any business, other than where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(9) Capitalization. Smurfit Westrock has an authorized capitalization as set forth in the General Disclosure Package and the Prospectus under the heading “Capitalization”; the outstanding share capital of Smurfit Westrock has been duly authorized and is validly issued, fully paid and non-assessable; and the outstanding share capital or other equity interests held by Smurfit Westrock and its subsidiaries, in each case, is duly authorized, validly issued, fully-paid and non-assessable, and except for any directors’ qualifying shares and except as noted in each of the Registration Statement, the General Disclosure Package and the Prospectus, are owned by Smurfit Westrock, directly or indirectly, free and clear of all material liens, encumbrances, security interests, charges, restrictions on voting or transfer and claims other than liens, encumbrances, security interests, charges, restrictions on voting or transfer and claims created permitted by the indebtedness disclosed in each of the General Disclosure Package and the Prospectus.
(10) Good Standing of Smurfit Westrock and Subsidiaries. Each member of the Group other than the Company has been duly incorporated or organized, as the case may be, and is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is, if applicable, in good standing under the laws of each other jurisdiction in which it owns, leases or operates properties or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. None of the Group’s members is in bankruptcy, liquidation or receivership or examinership or subject to any similar proceeding, other than, with respect to any subsidiary, proceedings which would not reasonably be expected to have a Material Adverse Effect.
(11) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors and constitutes a legal, valid and binding agreement enforceable against the Company and each of the Guarantors in accordance with its terms subject, as to enforcement, to bankruptcy, fraudulent conveyance, insolvency, examinership, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (whether considered in a proceeding in equity or law) (collectively, the “Enforceability Exceptions”).
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(12) Authorization of other Transaction Documents. The Company and each of the Guarantors, as applicable, have full right, power and authority to execute and deliver the Transaction Documents and to perform their respective obligations hereunder and thereunder; and all action (corporate or other) required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.
(13) The Indenture. The Indenture (including the Guarantees set forth therein) has been duly authorized by the Company and each of the Guarantors, has been duly executed and delivered in accordance with its terms by each of the parties thereto, and constitutes a valid and legally binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, subject, as to enforcement, to the Enforceability Exceptions. The Indenture has been duly qualified under the Trust Indenture Act.
(14) The Notes. The Notes have been duly authorized by the Company and, when issued and delivered pursuant to this Agreement and authenticated by the Trustee in accordance with the Indenture and payment therefor is received, will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, enforceable against the Company in accordance with their terms, subject, as to enforcement, to the Enforceability Exceptions; and the Guarantees will be, at or prior to the Closing Date, duly authorized by each of the Guarantors and, when the Notes have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject, as to enforcement, to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
(15) Description of the Notes and the Indenture. The Notes and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.
(16) Guarantees. None of the Guarantors has received or will receive any fee or other remuneration for providing the Guarantees such that the Guarantees would be characterized as contracts of insurance under Irish law.
(17) Absence of Defaults and Conflicts. No member of the Group is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its memorandum and articles of association (or the equivalent) or by-laws (or the equivalent) or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such member of the Group is a party or by which it or any of them or any of their respective properties is bound, except, in the case of any indenture, mortgage, deed of trust, loan agreement or other agreement, for violations and defaults which would not have a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents, the preparation and distribution of the General Disclosure Package and the Prospectus, the execution, delivery and issuance of the Notes (including the Guarantees), the performance by the Company and each of the Guarantors of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or violate the memorandum and articles of association (or the equivalent) or by-laws (or the equivalent) of the Company and the Guarantors, (ii) conflict with or constitute a violation by Smurfit Westrock and its subsidiaries of any applicable provision of any law, statute or regulation, except for such conflicts or violations which would not have a Material Adverse Effect, or (iii) breach or result in a default under any agreement known to the executive officers of Smurfit Westrock to be material to the Company and the Guarantors taken as a whole, except for conflicts or breaches which would not have a Material Adverse Effect; and no consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or regulatory authority or any stock exchange or body is required for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Notes (including the Guarantees), and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders, licenses, registrations or qualifications (i) as have been obtained on or prior to the Closing Date, (ii) as may be required under applicable securities laws in connection with the purchase and distribution of the Notes by the Underwriters or (iii) the failure to obtain which would not have a Material Adverse Effect.
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(18) Absence of Proceedings. Other than as set forth in the General Disclosure Package and the Prospectus, there are no legal or governmental investigations of which Smurfit Westrock or any of its subsidiaries has received notice or proceedings pending against Smurfit Westrock or its subsidiaries or any of their respective properties which, individually or in the aggregate, if determined adversely to Smurfit Westrock or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and to Smurfit Westrock and its subsidiaries’ knowledge, no such investigations, actions, suits or proceedings are threatened or contemplated by any legal, governmental authorities or threatened by others; and other than as disclosed in each of the General Disclosure Package and the Prospectus, no action, proceeding, litigation, arbitration or administrative proceeding (including governmental inquiries, whether informal or formal) is current or pending or, so far as the Company and each Guarantor is aware, threatened (i) to restrain entry into, exercise of its rights under and/or performance or enforcement of or compliance with its obligations in connection with the offering of the Notes or (ii) which would or might directly or indirectly restrict, prohibit, delay or otherwise adversely interfere with the implementation of, or impose additional adverse conditions or obligations with respect to, or otherwise challenge or hinder, the offering of the Notes. Other than as disclosed in each of the General Disclosure Package and the Prospectus, there are no court and administrative orders, writs, judgments and decrees specifically directed to Smurfit Westrock or any of its subsidiaries and known to Smurfit Westrock’s executive officers to be material to Smurfit Westrock and its subsidiaries taken as a whole.
(19) Investment Company Act. Neither the Company nor any of the Guarantors is, or after giving effect to the offering and sale of the Notes and the application of the proceeds therefrom as described in the General Disclosure Package and the Prospectus will be, directly or indirectly, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act.
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(20) Possession of Licenses and Permits. Each of Smurfit Westrock and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof and as of the Closing Date, in each case, except as disclosed in the General Disclosure Package and the Prospectus and except where such failure to own, possess or obtain necessary licenses, permits, certificates, consents, orders, approvals or authorizations or failure to make necessary declarations and filings would not, individually or in the aggregate, have a Material Adverse Effect, and neither Smurfit Westrock nor any such subsidiary has received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, except as described in the General Disclosure Package and the Prospectus and except as would not have a Material Adverse Effect; and each of Smurfit Westrock and its subsidiaries is in compliance with all laws and regulations (other than Environmental Laws (as defined herein)) relating to the conduct of its business, except where the failure to comply would not have a Material Adverse Effect.
(21) Environmental Laws. Smurfit Westrock and its subsidiaries (i) are in compliance with any and all applicable European Union, national, federal, state and local laws, rules, regulations, requirements, decisions and orders relating to the protection of human health and safety, the environment, natural resources or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (ii) have received and are in compliance with all permits, licenses, certificates, or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except as disclosed in each of the General Disclosure Package and the Prospectus or except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. In the ordinary course of its business, Smurfit Westrock conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities; on the basis of such review, Smurfit Westrock has reasonably concluded that, except as disclosed in the General Disclosure Package and the Prospectus, such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.
(22) Interest. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all payments to be made by the Company under this Agreement and all interest, principal, premium, if any, additional amounts, if any, and other payments on or under the Notes or the Guarantees may, under the current laws and regulations of the Relevant Taxing Jurisdiction, be paid in euro that may be converted into another currency and freely transferred out of the Relevant Taxing Jurisdiction and all such payments will not be subject to withholding or other taxes under the current laws and regulations of Ireland and are otherwise payable free and clear of any other tax, withholding or deduction in Ireland (except for any taxes which may be imposed on a holder of the Notes as a result of such holder (a) being resident for tax purposes (or having a permanent establishment) in or having a present or former connection to Ireland excluding any connection arising solely from the acquisition, ownership or holding of the Notes or (b) failing to provide any documentation that would have reduced or eliminated such tax, withholding or deduction) and without the necessity of obtaining any governmental authorization in the Relevant Taxing Jurisdiction.
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(23) Stamp Tax. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, no stamp or other issuance or transfer taxes or duties, VAT, documentary tax, registration tax or other similar taxes are payable by or on behalf of the Underwriters in Ireland, the United Kingdom or the United States on (a) the issuance, creation or delivery of the Notes, (b) the sale, transfer and delivery of the Notes to the respective Underwriters pursuant to this Agreement or for the initial resale and delivery of the Notes placed by or at the direction of the respective Underwriters, (c) the issuance, creation or delivery by the Guarantors of the Guarantees, or (d) the execution and delivery of this Agreement and the other Transaction Documents, in each case provided that:
(i) none of the matters referred to in (a) to (d) is voluntarily registered in any jurisdiction; and
(ii) no document effecting the registration, issue or delivery of the Notes is either signed or executed in the United Kingdom or brought into the United Kingdom.
(iii) The four conditions as set under the sub-heading “Transfer of the Notes” under the “Stamp Duty” heading in the tax consequences section of the “Prospectus” (namely, “certain Irish and United States Federal Income Tax Consequences”) are and will continue to be met.
(24) Accounting and Disclosure Controls. Smurfit Westrock and each of its subsidiaries maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and generally accepted accounting principles in Ireland and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in extensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, and any amendment or supplement thereto, is prepared in accordance with the Commission’s rules and guidelines applicable thereto. As of Smurfit Westrock’s most recent evaluation of the effectiveness of its internal control over financial reporting and disclosure controls and procedures, Smurfit Westrock determined that they are effective in all material respects to perform the functions for which they were established as required by Rule 13a-15 of the Exchange Act, except as disclosed in each of the Registration Statement, the Disclosure Package and the Prospectus. Smurfit Westrock is not aware of any changes in its internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting and there are no material weaknesses or significant deficiencies in Smurfit Westrock’s internal control over financial reporting except, in each case, as disclosed in each of the Registration Statement, the Disclosure Package and the Prospectus.
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(25) Absence of Manipulation. Prior to the date hereof, neither Smurfit Westrock nor any of its subsidiaries or affiliates has taken, directly or indirectly, any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of Smurfit Westrock or any of its subsidiaries or affiliates in connection with the offering of the Notes.
(26) Section 7 Exchange Act. None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Notes as described in the General Disclosure Package and the Prospectus) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System.
(27) Choice of Law and Service of Process. Each of the Company and the Guarantors has the power to submit, and pursuant to this Agreement and each other Transaction Document governed by New York law has submitted, or at the Closing Date will have submitted, legally, validly, effectively and irrevocably, to the jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City of New York, New York; and each of the Company and the Guarantors has the power to designate, appoint and empower, and pursuant to this Agreement and each other Transaction Document governed by New York law has, or at the Closing Date will have, designated, appointed and empowered, validly, effectively and irrevocably, Smurfit WestRock US Holdings Corporation as agent for service of process in any suit or proceeding based on or arising under this Agreement and each such Transaction Document in any U.S. Federal or New York State court in the Borough of Manhattan in the City of New York, New York, as provided herein and in the Indenture.
(28) No Unlawful Payments. No member of the Group nor, to the best knowledge of the Company and each of the Guarantors, any director, officer or other person associated with or acting on behalf of such member of the Group, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit from corporate funds to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or similar laws or regulations of any other relevant jurisdiction (including the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions and the Criminal Justice (Corruption Offences) Act 2018 of Ireland) or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company, the Guarantors and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
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(29) Compliance with Anti-Money Laundering Laws. The operations of each member of the Group are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the anti-money laundering laws and regulations of the United States, Ireland, the European Union and/or the United Kingdom, so far as the Company and each of the Guarantors are aware, and any related or similar statutes, rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any member of the Group with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company and each of the Guarantors, threatened.
(30) No Conflicts with Sanctions Laws. No member of the Group or, to the knowledge of the Company and each of the Guarantors, any director, officer, agent, employee or affiliate of any member of the Group is currently the target or subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any similar sanctions or measures imposed by the European Union, His Majesty’s Treasury, the Minister for Finance of Ireland, the U.S. Department of State or any other body, governmental or other, to which Smurfit Westrock or any of its subsidiaries is subject (collectively, “Sanctions”), nor is any member of the Group located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (currently, Cuba, Iran, North Korea, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine and Crimea, the non-government-controlled areas of the Donetsk Oblast (also referred to as so-called Donetsk People’s Republic), the Luhansk Oblast (also referred to as so-called Luhansk People’s Republic), and none of the issue and sale of the Notes, the execution, delivery and performance of the Transaction Documents, the direct or indirect use of proceeds from the offering, or the consummation of any other transaction contemplated hereby or the fulfillment of the terms hereof, or the provision of services to any of the foregoing will result in a violation by any person (including, without limitation, the Underwriters) of any Sanctions. The representations made in this clause Section 1(a)(30) are made to any Underwriter incorporated in or organized under the laws of the Federal Republic of Germany only if and to the extent that the making or acceptance or receipt of the benefit, as the case may be, of such representations does not result in a violation of, or conflict with, section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes). It is acknowledged and agreed that the representations in this clause are sought and given to the extent that expression of, or compliance with, or receipt or acceptance of, such representations would not result in a violation of any provision of EU Regulation (EC) 2271/96 of November 22, 1996 (or any blocking law, rule, regulation or statute that is in force from time to time in the European Union, the United Kingdom, or any European Union member state).
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(31) FSMA. Neither the Company nor any of its affiliates or any person acting on their behalf (other than the Underwriters or any of their affiliates with respect to whom no representation is made) has taken any action or omitted to take any action, as communicated by the Underwriters, that may result in the loss by the Underwriters of the ability to rely on the exemption for stabilization described in Article 5 of the Market Abuse Regulation (EU No 596/2014) or that regulation as it forms part of UK laws by virtue of European Union (Withdrawal) Act 2018 (the “EUWA”) (“MAR”) or any stabilization safe harbor provided by the Securities Act. Neither the Company nor any of the Guarantors has distributed or, prior to the later to occur of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will distribute, any material in connection with the offering and sale of the Notes other than the General Disclosure Package and the Prospectus or other materials, if any, permitted by the Securities Act and the UK Financial Services and Markets Act 2000, as amended (the “FSMA”), or regulations promulgated pursuant to the Securities Act or the FSMA, and approved by the parties to this Agreement.
(32) Taxes. Except as otherwise disclosed in the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, Smurfit Westrock and its subsidiaries have paid all national, regional, local and other taxes and filed all necessary tax returns required to be paid or filed through the date hereof; and there is no tax deficiency that has been, or could reasonably be expected to be, asserted against Smurfit Westrock or any of its subsidiaries or any of their respective properties or assets, which would have a Material Adverse Effect.
(33) No Legal Impediment to Issuance. There are no injunctions or orders commenced, pending or threatened by any court which would prevent the issuance and sale of the Notes as contemplated by this Agreement and each of the General Disclosure Package and the Prospectus.
(34) Submission to Jurisdiction. Under the laws of Ireland, the submission by the Company and the Guarantors to the jurisdiction of any United States federal or state court sitting in the State of New York and the designation of the law of the State of New York to apply to this Agreement and the Indenture (including the Guarantees set forth therein) are valid and binding upon the Company and the Guarantors and would be recognized and enforceable against the Company and the Guarantors in Ireland.
(35) Listing. Application will be made by or on behalf of the Company to Euronext Dublin for the Notes to be listed on the Official List of Euronext Dublin, admitted to trading on the GEM and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange.
(36) Compliance with Irish Law. The form of certificates for the Notes to be sold pursuant to this Agreement are in conformity with any relevant requirements under Irish law and are in proper legal form under the laws of Ireland for the enforcement thereof against the Company and each of the Guarantors. Neither the Company nor any of the Guarantors incorporated under the laws of Ireland nor any of their respective directors or secretaries is a company or a person to whom either Chapter 3, Chapter 4 or Chapter 5 of Part 14 of the Companies Act 2014 of Ireland applies.
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(37) Green Finance Framework. The information contained in the document entitled “Green Finance Framework”, dated November 2024 and available on the website of Smurfit Westrock as of the date hereof, did not, as of its date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(38) Sarbanes-Oxley Act. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, there is and has been no failure on the part of Smurfit Westrock or any of Smurfit Westrock’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
SECTION 2. Sale and Delivery to Underwriters; Closing.
(a) The Notes. The Company agrees to issue and sell to the Underwriters, severally and not jointly, all of the Notes, subject to the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the relevant purchase price set forth below, the aggregate principal amounts of the Notes, if any, set forth opposite such Underwriter’s name in Exhibit B hereto, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.
The purchase price per Note to be paid by an Underwriter of the Notes shall be an amount equal to 99.450% of the aggregate principal amount of such Notes set forth in Exhibit B hereto opposite the name of such Underwriter plus accrued interest, if any, from November 24, 2025 to the Closing Date.
The Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Notes to or through any affiliate (including any parent or holding company) of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.
(b) Payment and Delivery. The Notes will be represented by one or more global notes (collectively, the “Global Notes”) in book-entry form. Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives no later than 12:00 P.M. (London time) on November 24, 2025 (or at such other time on the same or such other date as the Representatives and the Company may otherwise agree in writing) (such time and date of payment and delivery being herein called the “Closing Date”) against delivery of the Global Notes to a common depositary of Euroclear Bank, SA/NV as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) or their respective nominees, for the account of the Underwriters, with any transfer taxes payable in connection with the initial sale of the Notes duly paid by the Company. The Global Notes will be made available for inspection by the Representatives at the office of the Trustee (or as otherwise agreed) not later than 1:00 P.M., London time, on the Business Day prior to the Closing Date. The Settlement Lead Manager (as defined below) acknowledges that the Notes represented by the Global Notes will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Lead Manager, the terms of which include a third-party beneficiary clause (stipulation pour autrui) with the Company as the third-party beneficiary and provide that such Notes are to be delivered to others only against payment of the net subscription monies for the Notes into the Commissionaire Account on a delivery against payment basis. The Settlement Lead Manager acknowledges that (i) the Notes represented by the Global Notes shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Notes received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Lead Manager undertakes that the net subscription monies for the Notes will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (stipulationpour autrui) pursuant to the Belgian Civil Code and the Luxembourg Civil Code, as applicable, in respect of the Commissionaire Account.
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It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which it has agreed to purchase. Citi, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
The Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Market Association Standard Form Agreement Among Managers Version 1 / New York Law Schedule (the “Agreement Among Managers”) and further agree that (i) references in the Agreement Among Managers to the “Lead Manager” shall mean the Representatives, references to the “Joint Bookrunners” shall mean the Representatives, references to the “Settlement Lead Manager” shall mean Citigroup Global Markets Limited and references to the “Stabilising Manager” shall mean Citigroup Global Markets Limited and (ii) Clause 3 of the Agreement Among Managers shall not apply. For the purposes of the Agreement Among Managers, each Underwriter’s Commitment (as defined in the Agreement Among Managers) is set out opposite its name in Exhibit B to this Agreement and references to “Securities” shall mean the Notes. Where there are any inconsistencies between this Agreement and the Agreement Among Managers, the terms of this Agreement shall prevail. Notwithstanding anything contained in the Agreement Among Managers, each Underwriter hereby agrees that the Settlement Lead Manager may allocate such Underwriter’s pro rata share of expenses incurred by the Underwriters in connection with the offering of the Notes to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date.
SECTION 3. Covenants of the Company. The Company and the Guarantors jointly and severally covenant with each Underwriter as follows:
(a) Compliance with Securities Act Regulations and Commission Requests. The Company and the Guarantors, subject to Section 3(b), will comply with the requirements of Rule 430B and Rule 433 and notify the Representatives immediately, and confirm the notice in writing, (i) of the receipt of any comments from the Commission to the Registration Statement, the General Disclosure Package or the Prospectus, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Pre-Pricing Prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information in connection therewith, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (iv) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Notes. Subject to sub-section (e) below and other than as provided for therein, the Company and the Guarantors will make every reasonable effort to prevent the issuance of any stop order and the suspension or loss of any qualification of the Notes for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.
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(b) Filing of Amendments. The Company and the Guarantors will give the Representatives notice of their intention to file or prepare any amendment to the Registration Statement, any Issuer Free Writing Prospectus or any amendment, supplement or revision to the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the Securities Act or otherwise, and the Company will furnish the Representatives with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonably notice thereof. The Company has given the Representatives notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time through the Closing Date (or, if later, through the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)) and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonable notice thereof.
(c) Delivery of Registration Statements. The Company and the Guarantors have furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and copies of all consents and certificates of experts.
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(d) Continued Compliance with Securities Laws. The Company and the Guarantors will comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Notes as contemplated by this Agreement, the General Disclosure Package and the Prospectus. If at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by the applicable law to be delivered in connection with sales of the Notes (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), any event shall occur or condition shall exist as a result of which it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) so that the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading or if it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) in order to comply with the requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations, the Company and the Guarantors will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement and will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to comply with such requirements, and, in the case of an amendment or post-effective amendment to the Registration Statement, the Company and the Guarantors will use their best efforts to have such amendment declared or become effective as soon as practicable and the Company and the Guarantors will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time an Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or if an event shall occur or condition shall exist as a result of which it is necessary to amend or supplement such Issuer Free Writing Prospectus so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading, or if it is necessary to amend or supplement such Issuer Free Writing Prospectus in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company and the Guarantors will promptly notify the Representatives of such event or condition and of their intention to file such amendment or supplement and will promptly prepare and, if required by the Securities Act or the Securities Act Regulations, file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to eliminate or correct such conflict, untrue statement or omission or to comply with such requirements, and the Company and the Guarantors will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.
(e) Blue Sky and Other Qualifications. The Company and the Guarantors will cooperate with the Underwriters and their counsel in connection with the qualification of the Notes and the Guarantees for offer and sale, or to obtain an exemption for the Notes and the Guarantees to be offered or sold, under the securities or blue sky laws of such jurisdictions as the Underwriters shall reasonably request and to comply with such laws and to continue such qualification in effect so long as reasonably required for distribution of the Notes; provided that the Company and each Guarantor shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
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(f) Rule 158. The Company and the Guarantors will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.
(g) Use of Proceeds. The Company will apply the net proceeds from the sale of the Notes as described in each of the General Disclosure Package and the Prospectus, as such Prospectus may be amended or supplemented from time to time, under the heading “Use of Proceeds”.
(h) Restriction on Sale of Notes. During the period beginning after the date hereof and continuing until the Closing Date, the Company and each of the Guarantors and their respective affiliates will not, directly or indirectly, offer, sell, contract to sell, issue, pledge or otherwise dispose of, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of any debt securities or guarantees thereof (except relating to the substantially concurrent offering by Smurfit Westrock Financing DAC of 5.185% Senior Notes due 2036) without the consent of the Representatives (which consent will not be unreasonably withheld).
(i) No Stabilization and Manipulation. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action (i) designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Notes or (ii) that would result in the loss by the Underwriters of the ability to rely on any stabilization safe harbor provided by the Securities Act or the FSMA. The Company and each of the Guarantors authorize the Representatives to make adequate public disclosure of the information required by the Market Abuse Regulation (EU No 596/2014) or that regulation as it forms part of UK laws by virtue of European Union (Withdrawal) Act 2018 (the “EUWA”) (“MAR”) and any applicable delegated regulations thereunder, including the related U.K. Financial Conduct Authority’s rules and guidance including the Code of Market Conduct. The Company and each of the Guarantors and their respective affiliates will not take any action or omit to take any action, as communicated by the Underwriters, which may result in any of the Underwriters being unable to rely upon the exemption for stabilization described in Article 5 of MAR or any other safe harbor or exemption for stabilization provided for under any applicable law, regulations or rules (including any stock exchange rules) in the jurisdiction where such stabilization is effected.
(j) Reporting Requirements. The Company and the Guarantors, during the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), will file all documents required to be filed with the Commission pursuant to the Exchange Act and the Exchange Act Regulations within the time periods required by the Exchange Act and the Exchange Act Regulations.
(k) Preparation of Prospectus. Immediately following the execution of this Agreement, the Company and the Guarantors will, subject to Section 3(b) hereof, prepare the Prospectus, which shall contain the public offering price and terms of the Notes, the plan of distribution thereof and such other information as may be required by the Securities Act or the Securities Act Regulations or as the Representatives and the Company or the Guarantors may deem appropriate, and will file or transmit for filing with the Commission, in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), the Prospectus.
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(l) New Registration Statement. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), any of the Notes remains unsold by the Underwriters, the Company and the Guarantors will, prior to the Renewal Deadline, if they have not already done so and are eligible to do so, file a new automatic shelf registration statement relating to the Notes, and notify the Representatives when such filing has been made. If any Guarantor is no longer eligible to file an automatic shelf registration statement, the Company and the Guarantors will, prior to the Renewal Deadline, if they have not already done so, file a new registration statement relating to the Notes, and notify the Representatives when such filing has been made and use their best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and will take all other action as is necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References in this Agreement to the “Registration Statement” shall include any such new registration statement from and after the time it is filed with the Commission, mutatis mutandis.
(m) Euroclear/Clearstream. The Company will assist the Underwriters in arranging for the Notes to be eligible for clearance and settlement through the facilities of Euroclear/Clearstream and to maintain such eligibility for so long as the Notes remain outstanding.
(n) Stamp duties and taxes. The Company and the Guarantors will jointly and severally indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax, including any interest and penalties, whether in Ireland or in any Relevant Taxing Jurisdiction, on the creation, issuance and/or delivery to the Underwriters of the Notes, and on the execution and/or delivery of this Agreement and any of the other Transaction Documents in each case save for any such taxes, duties, fees or charges which arise or are increased as a result of:
(i) any document being voluntarily registered in any jurisdiction; and
(ii) any document effecting the registration, issue or delivery of the Notes either being signed or executed in the United Kingdom or being brought into the United Kingdom;
(o) Pricing Term Sheet. The Company will prepare the pricing term sheet (the “Pricing Term Sheet”) reflecting the final terms of the Notes, in substantially the form attached hereto as Exhibit C and otherwise in form and substance satisfactory to the Representatives, and shall file each such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to, and as required by, Rule 433; provided that the Company shall furnish the Representatives with copies of any such Pricing Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.
(p) Currency. The Company agrees that all amounts payable hereunder shall be paid in euro and made without withholding or deduction for or on account of any present or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied in any Relevant Taxing Jurisdiction from or through which payment is made, unless such deduction or withholding is required by applicable law; and in that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made (except for any taxes which may be imposed on a holder of the Notes as a result of such holder (a) being resident for tax purposes (or having a permanent establishment) in or having a present or former connection to any Relevant Tax Jurisdiction excluding any connection arising solely from the acquisition, ownership or holding of the Notes or (b) failing to provide any documentation that would have reduced or eliminated such tax, withholding or deduction).
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(q) VAT. All amounts chargeable by the Underwriters under this Agreement shall be exclusive of VAT. If any VAT is properly chargeable on any amounts charged by any Underwriter then such amounts shall be charged together with an amount equal to any VAT chargeable on the relevant supply. Such amount equal to VAT shall be payable upon delivery of an appropriate valid VAT invoice in respect of the supply to which the charge relates. Any amount for which the Underwriters are to be reimbursed under this Agreement will be reimbursed together with an amount equal to any irrecoverable VAT, where appropriate.
(r) Announcements. Prior to the completion of the distribution of the Notes, neither the Company nor any of the Guarantors will issue any press release or other communication directly or indirectly or hold any press conference (except for routine communications in the ordinary course of business consistent with past practice) with respect to Smurfit Westrock or any of its subsidiaries, the condition, financial or otherwise, or the earnings, business affairs or business prospects of Smurfit Westrock or any of its subsidiaries, without the prior consent of the Representatives (such consent not to be unreasonably withheld), unless in the judgment of the Company and the Guarantors and their counsel, and after notification to the Representatives, such press release or communication is required by law or under the rules of Euronext Dublin, the London Stock Exchange or the New York Stock Exchange or except as issued in accordance with the Securities Act and the rules and regulations promulgated thereunder.
(s) Exchange Listing. The Company will (i) use its best commercial efforts to cause the Notes to be listed on the Official List of Euronext Dublin and admitted to trading on the GEM as soon as practicable after the Closing Date but in no event later than the date of the first interest payment on the Notes; (ii) deliver to Euronext Dublin copies of the Registration Statement, the Prospectus and such other documents, information and commercially reasonable undertakings as may be required pursuant to the GEM rules or otherwise in connection with obtaining such listing; and (iii) maintain such listing of the Notes for so long as any of the Notes are outstanding. If the Notes cease to be listed on the Official List of Euronext Dublin, the Company shall use its commercially reasonable efforts to promptly list the Notes on a stock exchange to be agreed between the Company and the Representatives.
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SECTION 4. Payment of Expenses.
(a) Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, each of the Company and the Guarantors, jointly and severally agree to pay or cause to be paid all costs and expenses (together with any irrecoverable VAT, where applicable) incidental to the performance of their obligations hereunder including all fees, costs and expenses incidental to (i) the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee, any registrar or co-registrar, paying agent or transfer agent (including related fees and expenses of any counsel to such parties), (ii) the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdiction as the Representatives may reasonably designate (including fees of counsel for the Underwriters and their reasonable disbursements in connection therewith), (iii) the fees and expenses associated with obtaining approval for trading of the Notes on any securities exchange (including the listing of the Notes on the Official List of Euronext Dublin and their admission to trading on the GEM), (iv) the review, if any, by FINRA of the terms of the sale of the Notes, (v) the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto), including mailing and shipping, as applicable, (vi) any fees charged by investment rating agencies in connection with the rating of the Notes and all fees and expenses of the Company relating to the rating agency process including those incident to making all presentations to the rating agencies, (vii) the fees and expenses of the Company’s and Guarantors’ legal counsel (including local counsel) and independent accountant, (viii) the fees and expenses of counsel of the Underwriters (including Cravath, Swaine & Moore LLP and local counsel), (ix) the fees and expenses of any Authorized Agent (as defined in Section 12(c) hereof), (x) all expenses and application fees incurred in connection with the application for the Notes’ eligibility for clearance and settlement through Euroclear and/or Clearstream, (xi) all expenses incurred by the Underwriters and the Company or its representatives in connection with presentations and roadshows relating to prospective investors of the Notes, (xii) any stamp or other issuance or transfer taxes or similar governmental duties incurred by the Company, any Guarantor or the Underwriters, if any, payable in connection with the offer and sale of the Notes to the Underwriters and initial resales by the Underwriters to purchasers thereof, and (xiii) all other reasonable out-of-pocket expenses reasonably incurred by the Underwriters or any of their affiliates in connection with, or arising out of, the offering of the Notes.
SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the satisfaction or waiver of the following conditions:
(a) Effectiveness of Registration Statement. The Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or, to the knowledge of the Company or the Guarantors, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives and the Commission shall not have notified the Company or the Guarantors of any objection to the use of the form of the Registration Statement. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance upon Rule 424(b)(8)) and each Issuer Free Writing Prospectus required to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 433.
(b) Representations, Warranties and Covenants. The representations and warranties of the Company contained herein are true and correct on and as of the date of this Agreement, the Applicable Time and the Closing Date as if made on and as of the date hereof, the Applicable Time or the Closing Date; the representations and warranties of each of the Guarantors contained herein are true and correct on and as of the date of this Agreement, the Applicable Time and the Closing Date as if made on and as of the date hereof, the Applicable Time and the Closing Date; the statements of the Company or any of the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date; and the Company and the Guarantors shall have complied with all material agreements and all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date.
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(c) No Downgrade. As of the Closing Date and at any time subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded to the Notes or any other debt securities or preferred stock issued or guaranteed by Smurfit Westrock or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or of any other debt securities or preferred stock issued or guaranteed by Smurfit Westrock or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).
(d) Material Adverse Change. Since the date of the most recent financial statements of Smurfit Westrock and its subsidiaries incorporated by reference in each of the General Disclosure Package and the Prospectus, there shall not have been any change in the capital stock or long-term debt of Smurfit Westrock or any of its subsidiaries, or any material adverse change or any development which would reasonably be expected to result in a Material Adverse Effect, the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering of the Notes.
(e) Officers’ Certificate. The Underwriters shall have received on and as of the Closing Date, a certificate of an officer or director of the Company, with specific knowledge about financial matters of Smurfit Westrock and its subsidiaries, reasonably satisfactory to the Representatives (i) to the effect set forth in subsections (b), (c) and (d) of this Section 5 and (ii) to the further effect that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantors, are threatened by the Commission and the Commission has not notified the Company or the Guarantors of any objection to the use of the form of the Registration Statement.
(f) Opinion of United States Counsel for Company. The Company shall have requested and caused Hogan Lovells US LLP, as United States (including New York and Delaware) counsel for the Company and the Guarantors, to furnish to the Underwriters its written opinion and Rule 10b-5 disclosure letter, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(g) Opinion of Irish Counsel for Company. The Company shall have requested and caused William Fry LLP, as Irish counsel for the Company and the Guarantors, to furnish to the Underwriters its written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(h) Opinion of Dutch Counsel for Company. The Company shall have requested and caused Stibbe London B.V., as Dutch counsel for the Company and the Guarantors, to furnish to the Underwriters its written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(i) Opinion of State of Georgia Counsel for Company. The Company shall have furnished to the Underwriters a written opinion with respect to the law of the State of Georgia, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
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(j) Accountant’s Comfort Letter. On the date hereof and on the Closing Date, each of KPMG and Ernst & Young LLP shall have furnished to the Underwriters at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Representatives or to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to the financial statements and certain financial information incorporated by reference or contained (as applicable) in each of the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus (other than any electronic road show) and the Prospectus and any amendments or supplements to any of the foregoing.
(k) Opinion of Counsel for Underwriters. The Underwriters shall have received on and as of the Closing Date (i) an opinion and Rule 10b-5 disclosure letter from Cravath, Swaine & Moore LLP, U.S. counsel for the Underwriters and (ii) an opinion from McCann FitzGerald LLP, Irish counsel for the Underwriters, in each case, in form and substance reasonably satisfactory to the Representatives and, in each case, the Company and the Guarantors shall have furnished to such counsel such documents and information as they may reasonably request to enable them to pass upon such matters.
(l) Chief Officer Certificate. On the date (and prior to the execution) of this Agreement, the Chief Financial Officer of Smurfit Westrock shall have furnished to the Underwriters a certificate, dated the date of this Agreement, reasonably satisfactory to the Underwriters, containing statements and information with respect to certain financial information incorporated by reference or contained (as applicable) in each of the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus (other than any electronic road show) and the Prospectus and any amendments or supplements to any of the foregoing.
(m) No Prevention Actions. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Guarantees.
(n) Indenture. The Indenture (in form and substance satisfactory to the Representatives) shall have been duly executed and delivered by the Company, each of the Guarantors and the Trustee on the Closing Date and shall be in full force and effect on such date and the Notes shall have been duly executed and delivered by the Company and duly authenticated by the Trustee.
(o) Clearance. The Notes shall be eligible for clearance and settlement through the facilities of Euroclear/Clearstream,
(p) Additional Documents. On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Representatives shall reasonably request.
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(q) Irish Law. At or prior to the Closing Date, to the extent required to comply with Section 82 of the Companies Act 2014 of Ireland or any applicable statutory provisions on financial assistance in Ireland with respect to the Transaction Documents, such requirements shall have been complied with in full by the Guarantors.
SECTION 6. Indemnification. (a) The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers and affiliates of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any of the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) or “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus (and, in each case, any amendment or supplement thereto if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Guarantors in writing by such Underwriter expressly for use therein as set forth in Section 12(a).
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company and each of the Guarantors to each Underwriter, but only with reference to the information set forth in Section 12(a) relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in any of the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d) (and, in each case, any amendment or supplement thereto if the Company shall have furnished any amendments or supplements thereto).
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(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person, the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the costs and expenses of such proceeding and the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by such Underwriter and any such separate firm for the Company, the Guarantors, their respective directors and officers and such control persons of the Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, which consent will not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Person.
SECTION 7. Contribution. If the indemnification provided for in the first and second paragraphs of Section 6 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand and the Underwriters on the other hand from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Notes (before deducting expenses) received by the Company, and the total discounts and commissions received by the Underwriters, bear to the aggregate offering price of the Notes. The relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
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The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim (together with any irrecoverable VAT, withholding or other tax thereon). Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total price at which the Notes purchased by it were offered exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to the respective principal amount of the Notes set forth opposite their names in Exhibit B hereto, and not joint.
The remedies provided for in Section 6 above and in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
The respective indemnities, rights of contribution contained in Sections 6 and 7, reimbursement rights contained in Section 8(b), representations, warranties, agreements and other statements of the Company, the Guarantors, the officers of the Company or a Guarantor and of each Underwriter set forth in this Agreement shall survive the delivery of and payment for the Notes and shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company or a Guarantor, their respective officers, directors or any other person controlling the Company or a Guarantor and (iii) acceptance of and payment for any of the Notes.
SECTION 8. Termination of Agreement.
(a) Termination; General. Notwithstanding anything herein contained, this Agreement may be terminated in the absolute discretion of the Representatives, by notice given to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date: (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of Euronext Dublin, the Luxembourg Stock Exchange, the New York Stock Exchange, the Nasdaq stock market, the London Stock Exchange or the over-the-counter market; (ii) trading of any securities of or guaranteed by Smurfit Westrock or any of its subsidiaries shall have been suspended on any exchange or in any over-the-counter market or settlement in such trading shall have been materially disrupted; (iii) a general moratorium on commercial banking activities shall have been declared by Irish, Luxembourg, United States Federal or New York State authorities or by the competent governmental or regulatory authorities in the United Kingdom; (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity, crisis, or emergency either within or outside the United States that, in the reasonable judgment of the Representatives is material and adverse and which, in the reasonable judgment of such Representatives, makes it impracticable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Prospectus or (v) an adverse change shall have occurred in the United States, the United Kingdom or Ireland taxation affecting the Notes or the transfer thereof (other than as disclosed in the General Disclosure Package and the Prospectus) or exchange controls shall have been imposed by the United States, the United Kingdom or Ireland.
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(b) Reimbursement of Costs and Expenses. If this Agreement (i) is terminated pursuant to Section 8 or (ii) shall be terminated by the Underwriters, or any of them, (X) because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or (Y) if for any reason the Company shall be unable to perform its obligations under this Agreement or any condition of the Underwriters’ obligations cannot be fulfilled, the Company and each of the Guarantors jointly and severally agree to reimburse the Underwriters or such Underwriter as has so terminated this Agreement with respect to itself for all out-of-pocket costs and expenses (including the reasonable fees and expenses of its counsel, and, where applicable, with any irrecoverable VAT thereon) reasonably incurred by the Underwriters or such Underwriter in connection with this Agreement or the offering contemplated hereunder.
SECTION 9. Default by One or More of the Underwriters.
(a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriter do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to such non-defaulting Underwriter to purchase such Notes on such terms. If other persons become obligated or agree to purchase the Notes of a defaulting Underwriter, either the non-defaulting Underwriter or the Company may postpone the Closing Date for up to five full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the General Disclosure Package, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the General Disclosure Package or the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriters” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Exhibit B hereto that, pursuant to this Section 9, purchases Notes that a defaulting Underwriter agreed but failed to purchase.
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(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriter and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of the Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes or if the Company shall not exercise the rights described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 8(b) hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Guarantors or any non-defaulting Underwriter for damages caused by its default.
SECTION 10. Authority of Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.
SECTION 11. Parties. This Agreement shall inure to the benefit of and be binding upon the Company, the Guarantors, the Underwriters, each affiliate (including any parent or holding company) of any Underwriter which assists such Underwriter in the distribution of the Notes (including the indemnified persons referred to in Section 6 hereof), any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 12. Miscellaneous.
(a) Blood Letter. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the information furnished to the Company by the Underwriters for inclusion in each of the General Disclosure Package and the Prospectus, consists solely of:
(A) the names of the Underwriters on the front cover page and under the heading “Underwriting” in the General Disclosure Package and the Prospectus; and
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(B) the sixth and tenth paragraphs under the heading “Underwriting” in the General Disclosure Package and the Prospectus.
(b) Waiver of Immunity. To the extent that the Company or any of the Guarantors or any of their properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the competent jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any competent jurisdiction in which proceedings may at any time be commenced, with respect to their obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, the Company and each of the Guarantors hereby irrevocably and unconditionally waive, and agree not to plead or claim, any such immunity and consent to such relief and enforcement.
(c) Jurisdiction. The Company and each of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States, in any legal suit, action or proceeding based on or arising under this Agreement and agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each of the Guarantors irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. To the extent permitted by law, the Company and each of the Guarantors hereby waive any objections to the enforcement by any competent court in Ireland or in the Netherlands of any judgment validly obtained in any such court in New York on the basis of any such legal suit, action or proceeding. Each of the Company and the Guarantors hereby appoint Smurfit WestRock US Holdings Corporation, with offices located at 1000 Abernathy Road NE, Atlanta, GA 30328, United States, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such legal suit, action or proceeding. Such appointment shall be irrevocable. The Company and each of the Guarantors hereby represent and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process, and the Company and the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company and the Guarantors further agree that service of process upon the Authorized Agent and written notice of said service to the Company and the Guarantors shall be deemed in every respect effective service of process upon the Company and the Guarantors in any such legal suit, action or proceeding. If for any reason the Authorized Agent shall cease to be available to act as such, each of the Company and the Guarantors agrees to promptly designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Representatives under this Agreement. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any other manner permitted by law. The provisions of this Section 12(c) are intended to be effective upon the execution of this Agreement without any further action by the Company or any of the Guarantors and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.
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(d) WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(e) Currency. The Company and each of the Guarantors shall jointly and severally indemnify and hold harmless the Underwriters against any loss incurred by them as a result of any judgment or order being given or made and expressed and paid in a currency (the “Judgment Currency”) other than euro and as a result of any variation as between (i) the rate of exchange at which the euro amount, as the case may be, is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in London at which such Underwriters on the first Business Day after the payment of such judgment or order are able to purchase euro, as the case may be, with the amount of the Judgment Currency actually received by such Underwriters. The foregoing shall constitute a separate and independent obligation of the Company and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” as used in this paragraph shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, euro, as the case may be.
SECTION 13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be given to Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Tel: +44 (0) 20 7986 9000, Attention: Fixed Income Syndicate Desk; with a copy to Cravath, Swaine & Moore LLP, 100 Cheapside, London EC2V 6DT, United Kingdom, Attention: Philip J. Boeckman and Margaret R. M. Rallings (email: pboeckman@cravath.com; mrallings@cravath.com; telefax number: +44 20 7453 1150). Notices to the Company and the Guarantors shall be given to them at Beech Hill, Clonskeagh, Dublin 4, Attention: Emer Murnane; with a copy to Hogan Lovells US LLP, 390 Madison Avenue, New York, NY 10017, United States, Attention: Stuart Morrissy and Meredith Hines (email: stuart.morrissy@hoganlovells.com; meredith.hines@hoganlovells.com).
SECTION 14. Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
SECTION 15. Electronic Signatures. Each party to this Agreement consents to the electronic execution of this Agreement, to the provision of any information in connection with this Agreement by electronic means, and to the retention and use of the signed Agreement as an electronic original.
SECTION 16. GOVERNING LAW. THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATION, CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.
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SECTION 17. Effect of Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
SECTION 18. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
SECTION 19. Agreement and Acknowledgement with respect to the Exercise of the Bail-in Power.
(a) Notwithstanding any other term of any Transaction Document or any other agreement, arrangement or understanding between the parties, each party acknowledges and accepts that any liability of any party to any other party under or in connection with the Transaction Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(1) any Bail-In Action in relation to any such liability, including (without limitation)
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it;
(iii) a cancellation of any such liability; and
(2) a variation of any term of any Transaction Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
(b) For purposes of this Section 19:
(1) “Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
(2) “Bail-In Action” means the exercise of any Write-down and Conversion Powers.
(3) “Bail-In Legislation” means:
(i) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
(ii) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and
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(iii) in relation to the United Kingdom, the UK Bail-In Legislation.
(4) “EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.
(5) “EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
(6) “Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.
(7) “UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
(8) “Write-down and Conversion Powers” means:
(i) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
(ii) in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:
(A) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(B) any similar or analogous powers under that Bail-In Legislation; and
(C) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.
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SECTION 20. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(c) For purposes of this Section 20:
(1) “BHC Act Affiliate” means “affiliate” as that term is defined in, and interpreted in accordance with, 12 U.S.C. § 1841(k).
(2) “Covered Entity” means (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(3) “Default Right” means “default right” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
(4) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 21. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:
“Applicable Time” means 3:35 PM (London time) on November 18, 2025 or such other time as agreed by the Company and the Representatives.
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“Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in London, England or Dublin, Ireland.
“Commission” means the Securities and Exchange Commission.
“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Act Regulations” means the rules and regulations of the Commission under the Exchange Act.
“FINRA” means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require.
“GAAP” means generally accepted accounting principles.
“Group” means Smurfit Westrock and its consolidated subsidiaries.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Notes that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or of the offering thereof that does not reflect the final terms, all of which are listed in Exhibit D hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit D(a) hereto.
“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“PCAOB” means the Public Company Accounting Oversight Board (United States).
“Relevant Taxing Jurisdiction” means (a) Ireland or the Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, (b) any other jurisdiction in which the Company or a Guarantor, as the case may be, is organized or is otherwise resident for tax purposes or any political subdivision or any authority or agency therein or thereof having power to tax, or (c) any jurisdiction from or through which a payment is made or any political subdivision or any authority or agency therein or thereof having power to tax.
“Registration Statement” means the Company’s registration statement on Form S–3 (Registration No. 333-291446) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B.
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“Rule 163,” “Rule 164,” “Rule 172,” “Rule 173,” “Rule 401,” “Rule 405,” “Rule 424(b),” “Rule 430A,” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.
“Rule 430B Information” means the information included in the Pre-Pricing Prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.
“Securities Act” means the Securities Act of 1933, as amended.
“Securities Act Regulations” means the rules and regulations of the Commission under the Securities Act.
“VAT” means (a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (c) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (a) or (b), or imposed elsewhere.
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
All references in this Agreement to the Registration Statement, the Pre-Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or the Underwriters.
All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pre-Pricing Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case may be.
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SECTION 22. Permitted Free Writing Prospectuses. The Company and the Guarantors jointly and severally represent, warrant and agree that they have not made and, unless they obtain the prior written consent of the Representatives, will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company, the Guarantors and the Representatives, it will not make, any offer relating to the Notes that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriter, to be filed with the Commission or, in the case of the Company or the Guarantors, whether or not required to be filed with the Commission; provided that the prior written consent of the Company, the Guarantors and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit D hereto and to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and the Guarantors jointly and severally represent, warrant and agree that they have treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit D hereto are Permitted Free Writing Prospectuses.
SECTION 23. Absence of Fiduciary Relationship. Each of the Company and the Guarantors acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or fiduciary to, or agent of, the Company, the Guarantors or any other person. Additionally, the Underwriters are not advising the Company, the Guarantors or any of Smurfit Westrock’s other subsidiaries or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by an Underwriter of the Company, the Guarantors, any of Smurfit Westrock’s other subsidiaries and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company, the Guarantors, any of Smurfit Westrock’s other subsidiaries or any other person. Furthermore, the Underwriters may have interests that differ from those of the Company, the Guarantors or any of Smurfit Westrock’s other subsidiaries. Each of the Company and the Guarantors hereby waives, to the fullest extent permitted by law, any claims it may have based on any actual or potential conflicts of interest that may arise or result from any Underwriter’s engagement in connection with the transactions contemplated hereby or any claims it may have against such Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty, and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company, any Guarantor or any other person in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any Guarantor, including any of the Company’s or the Guarantors’ shareholders, employees or creditors.
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SECTION 24. MiFID Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the Product Governance Rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the MiFID Product Governance Rules:
(a) each of Barclays Bank Ireland PLC, Commerzbank Aktiengesellschaft, Goodbody Stockbrokers UC, Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) (each, a “EU Manufacturer”) acknowledges to each other EU Manufacturer that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Prospectus and the announcements in connection with the Notes; and
(b) each of the Company, the Guarantors and the Underwriters (other than the EU Manufacturers) note the application of the MiFID Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the EU Manufacturers and the related information set out in the Prospectus and the announcements in connection with the Notes.
SECTION 25. UK MiFIR Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
(a) Citigroup Global Markets Limited (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Prospectus and the announcements in connection with the Notes; and
(b) the Company, the Guarantors and each of the Underwriters (other than the UK Manufacturer) note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the UK Manufacturers and the related information set out in the Prospectus and the announcements in connection with the Notes.
SECTION 26. German Anti Money Laundering Act (Geldwäschegesetz). The Company and the Guarantors confirm that they are acting as principal for their own respective account and not on behalf of any other person in relation to the issue of the Notes or the entry into of the Transactions Documents.
[Signature Pages Follow]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Guarantors in accordance with its terms.
| Very truly yours, | ||
|---|---|---|
| Smurfit Kappa Treasury Unlimited Company | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized<br> Signatory | |
| Smurfit Westrock plc | ||
| By | /s/ Ken Bowles | |
| Name: | Ken<br> Bowles | |
| Title: | Authorized<br> Signatory | |
| Smurfit Kappa Group Limited | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit Kappa Investments Limited | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit Kappa Acquisitions Unlimited<br> Company | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized<br> Signatory |
[Signature Page to EUR Underwriting Agreement]
| Smurfit Kappa Treasury Funding Designated<br> Activity Company | ||
|---|---|---|
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized<br> Signatory | |
| Smurfit Westrock Financing DAC | ||
| --- | --- | --- |
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Signatory | |
| Smurfit International B.V. | ||
| By | /s/ Marc van der Velden | |
| Name: | Marc van der Velden | |
| Title: | Director | |
| Smurfit WestRock US Holdings Corporation | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| WestRock Company | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| WestRock MWV, LLC | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group |
[Signature Page to EUR Underwriting Agreement]
| WRKCo. Inc. | ||
|---|---|---|
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| WestRock RKT, LLC | ||
| By | /s/ Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group |
[Signature Page to EUR Underwriting Agreement]
| CONFIRMED AND ACCEPTED, as of the<br> date first above written: | ||
|---|---|---|
| Citigroup<br> Global Markets Limited | ||
| As a Representative and an Underwriter | ||
| By: | /s/<br> Paula Clarke | |
| Name: | Paula Clarke | |
| Title: | Delegated Signatory |
[Signature Page to EUR Underwriting Agreement]
| Barclays<br> Bank Ireland PLC | ||
|---|---|---|
| As a Representative and an Underwriter | ||
| By: | /s/<br> Marette Kemp Matty | |
| Name: | Marette Kemp Matty | |
| Title: | Authorized Signatory |
[Signature Page to EUR Underwriting Agreement]
| COMMERZBANK AKTIENGESELLSCHAFT | ||
|---|---|---|
| As a Representative and an Underwriter | ||
| By: | /s/<br> Volker Happel | |
| Name: | Volker Happel | |
| Title: | Vice President | |
| By: | /s/<br> Michael Norman Alan Deane | |
| Name: | Michael Norman Alan Deane | |
| Title: | Senior Legal Counsel |
[Signature Page to EUR Underwriting Agreement]
| Goodbody<br> Stockbrokers UC | ||
|---|---|---|
| As a Representative and an Underwriter | ||
| By: | /s/<br> Finbarr Griffin | |
| Name: | Finbarr Griffin | |
| Title: | Head of Investment Banking |
[Signature Page to EUR Underwriting Agreement]
| Banco<br>Santander, S.A. | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Roland Broecheler | |
| Name: | Roland Broecheler | |
| Title: | Executive Director | |
| By: | /s/<br> Emily Stott | |
| Name: | Emily Stott | |
| Title: | Executive Director |
[Signature Page to EUR Underwriting Agreement]
| BNP<br> PARIBAS | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Billy Quinlan | |
| Name: | Billy Quinlan | |
| Title: | Head of Global Banking Ireland | |
| By: | /s/<br> Kieran McMahon | |
| Name: | Kieran McMahon | |
| Title: | Authorized Signatory |
[Signature Page to EUR Underwriting Agreement]
| COÖPERATIEVE RABOBANK U.A. | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Othmar ter Waarbeek | |
| Name: | Othmar ter Waarbeek | |
| Title: | Managing Director | |
| By: | /s/<br> Melle Franken | |
| Name: | Melle Franken | |
| Title: | Executive Director |
[Signature Page to EUR Underwriting Agreement]
| Danske<br> Bank A/S | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Jens Frederik Nielson | |
| Name: | Jens Frederik Nielson | |
| Title: | Senior Vice President | |
| By: | /s/<br> Kasper Resen Steenstrup | |
| Name: | Kasper Resen Steenstrup | |
| Title: | Senior Legal Director |
[Signature Page to EUR Underwriting Agreement]
| Scotiabank<br> (Ireland) Designated Activity Company | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Pauline Donohoe | |
| Name: | Pauline Donohoe | |
| Title: | Head CM, SIDAC | |
| By: | /s/<br> Nicola Vavasour | |
| Name: | Nicola Vavasour | |
| Title: | Chief Executive Officer |
[Signature Page to EUR Underwriting Agreement]
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Xavier Beurtheret | |
| Name: | Xavier Beurtheret | |
| Title: | MD | |
| By: | /s/<br> Franck Hergault | |
| Name: | Franck Hergault | |
| Title: | Managing Director |
[Signature Page to EUR Underwriting Agreement]
| Deutsche<br> Bank Aktiengesellschaft | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Tommy Paxeus | |
| Name: | Tommy Paxeus | |
| Title: | Managing Director | |
| By: | /s/<br> Claes Homenius | |
| Name: | Claes Homenius | |
| Title: | Managing Director |
[Signature Page to EUR Underwriting Agreement]
| ING<br> BANK N.V., BELGIAN BRANCH | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Kris Devos | |
| Name: | Kris Devos | |
| Title: | Global Head of Debt Syndicate | |
| By: | /s/<br> William de Vreede | |
| Name: | William de Vreede | |
| Title: | Global Head Legal Wholesale Banking |
[Signature Page to EUR Underwriting Agreement]
| J.P.<br> Morgan Securities plc | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Ellis Lawrie | |
| Name: | Ellis Lawrie | |
| Title: | Vice President |
[Signature Page to EUR Underwriting Agreement]
| Lloyds<br> Bank Corporate Markets plc | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Becca Prudham | |
| Name: | Becca Prudham | |
| Title: | Associate Director, Corporate DCM |
[Signature Page to EUR Underwriting Agreement]
| Mizuho<br> International plc | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Manabu Shibuya | |
| Name: | Manabu Shibuya | |
| Title: | Authorized Signatory |
[Signature Page to EUR Underwriting Agreement]
| NatWest<br> Markets Plc | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Hayward H. Smith | |
| Name: | Hayward H. Smith | |
| Title: | Authorized Signatory |
[Signature Page to EUR Underwriting Agreement]
| PNC<br> Capital Markets LLC | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Valerie Shadeck | |
| Name: | Valerie Shadeck | |
| Title: | Managing Director |
[Signature Page to EUR Underwriting Agreement]
| RBC<br> Europe Limited | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Elaine S. Murray | |
| Name: | Elaine S. Murray | |
| Title: | Duly Authorized Signatory |
[Signature Page to EUR Underwriting Agreement]
| Skandinaviska<br> Enskilda Banken AB (publ) | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Linn Siljelov | |
| Name: | Linn Siljelov | |
| Title: | Authorized Signatory | |
| By: | /s/<br> Johanna Schmidt | |
| Name: | Johanna Schmidt | |
| Title: | Authorized Signatory |
[Signature Page to EUR Underwriting Agreement]
| SMBC<br> Bank International plc | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Marko Milos | |
| Name: | Marko Milos | |
| Title: | Authorized Signatory |
[Signature Page to EUR Underwriting Agreement]
| The<br>Toronto-Dominion Bank | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Frances Watson | |
| Name: | Frances Watson | |
| Title: | Managing Director, Transaction Advisory |
[Signature Page to EUR Underwriting Agreement]
| Wells<br>Fargo Securities International Limited | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Patrick Duhig | |
| Name: | Patrick Duhig | |
| Title: | Managing Director, DCM |
[Signature Page to EUR Underwriting Agreement]
| Bank<br> of China (Europe) S.A. | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Alex Hermeneanu | |
| Name: | Alex Hermeneanu | |
| Title: | EAMC |
[Signature Page to EUR Underwriting Agreement]
| Regions<br> Securities LLC | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Nicole Black | |
| Name: | Nicole Black | |
| Title: | Managing Director |
[Signature Page to EUR Underwriting Agreement]
| Siebert<br> Williams Shank & Co., LLC | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Ahmad Ismail | |
| Name: | Ahmad Ismail | |
| Title: | Co-Head of Capital Markets |
[Signature Page to EUR Underwriting Agreement]
| The<br> Governor and Company of the Bank of Ireland | ||
|---|---|---|
| As an Underwriter | ||
| By: | /s/<br> Ronan Power | |
| Name: | Ronan Power | |
| Title: | Senior Manager | |
| By: | /s/<br> Regina Walsh | |
| Name: | Regina Walsh | |
| Title: | Associate Director |
[Signature Page to EUR Underwriting Agreement]
Schedule I
Notice Information
If to a Representative:
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf, London E14 5LB
United Kingdom
Telephone: +44 (0) 20 7986 9000
Attention: Fixed Income Syndicate Desk
Barclays Bank Ireland PLCOne Molesworth Street
Dublin 2, Ireland D02 RF29
Email: MTNSNSyndicateEMEA@barclays.com
Commerzbank AktiengesellschaftKaiserstraße 16 (Kaiserplatz)
60311 Frankfurt am Main
Federal Republic of Germany
E-Mail: Bonds.Legal@commerzbank.com
Telephone: +49 69 9353 46032
Attention: Group Legal Debt Securities
Goodbody Stockbrokers UC9-12 Dawson Street,
Dublin, Ireland D02 YX99
Email: ib-debtcapitalmarkets@goodbody.ie
Telephone: + 353 1 667 0400
with a copy to:
Cravath, Swaine & Moore LLP
100 Cheapside
London EC2V 6DT
United Kingdom
Attention: Philip J. Boeckman and Margaret R. M. Rallings (email: pboeckman@cravath.com; mrallings@cravath.com; telefax number: +44 20 7453 1150)
If to the Company or the Guarantor:
Smurfit Kappa Treasury Unlimited Company
Beech Hill, Clonskeagh
Dublin 4, Ireland
Attention: Emer Murnane
with a copy to:
Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
United States
Attention: Stuart Morrissy and Meredith Hines (email: stuart.morrissy@hoganlovells.com; meredith.hines@hoganlovells.com)
EXHIBIT A
Guarantors
| Name | Jurisdiction | Registration Number(or equivalent, if any) |
|---|---|---|
| Smurfit Westrock plc | Ireland | 607515 |
| Smurfit Kappa Group Limited | Ireland | 433527 |
| Smurfit Kappa Investments Limited | Ireland | 380620 |
| Smurfit Kappa Acquisitions Unlimited Company | Ireland | 358039 |
| Smurfit Kappa Treasury Funding Designated Activity Company | Ireland | 239631 |
| Smurfit Westrock Financing DAC | Ireland | 774613 |
| Smurfit International B.V. | Netherlands | 33149443 |
| Smurfit WestRock US Holdings Corporation | State of Delaware | 7665333 |
| WestRock Company | State of Delaware | 6727858 |
| WestRock MWV, LLC | State of Delaware | 3429632 |
| WRKCo. Inc. | State of Delaware | 5688407 |
| WestRock RKT, LLC | State of Georgia | J518706 |
EXHIBIT B
Underwriters of the Notes
| Underwriter | Percentage | Principal<br><br> Amount of the<br><br> Notes | |||
|---|---|---|---|---|---|
| Citigroup Global Markets Limited | 11.00 | % | € | 55,000,000 | |
| Barclays Bank Ireland PLC | 10.00 | % | € | 50,000,000 | |
| Commerzbank Aktiengesellschaft | 10.00 | % | € | 50,000,000 | |
| Goodbody Stockbrokers UC | 10.00 | % | € | 50,000,000 | |
| Banco Santander, S.A. | 5.80 | % | € | 29,000,000 | |
| BNP PARIBAS | 5.80 | % | € | 29,000,000 | |
| Coöperatieve Rabobank U.A. | 5.80 | % | € | 29,000,000 | |
| Danske Bank A/S | 5.80 | % | € | 29,000,000 | |
| Scotiabank (Ireland) Designated Activity Company | 5.80 | % | € | 29,000,000 | |
| Crédit Agricole Corporate and Investment Bank | 2.00 | % | € | 10,000,000 | |
| Deutsche Bank Aktiengesellschaft | 2.00 | % | € | 10,000,000 | |
| ING BANK N.V., BELGIAN BRANCH | 2.00 | % | € | 10,000,000 | |
| J.P. Morgan Securities plc | 2.00 | % | € | 10,000,000 | |
| Lloyds Bank Corporate Markets plc | 2.00 | % | € | 10,000,000 | |
| Mizuho International plc | 2.00 | % | € | 10,000,000 | |
| NatWest Markets Plc | 2.00 | % | € | 10,000,000 | |
| PNC Capital Markets LLC | 2.00 | % | € | 10,000,000 | |
| RBC Europe Limited | 2.00 | % | € | 10,000,000 | |
| Skandinaviska Enskilda Banken AB (publ) | 2.00 | % | € | 10,000,000 | |
| SMBC Bank International plc | 2.00 | % | € | 10,000,000 | |
| The Toronto-Dominion Bank | 2.00 | % | € | 10,000,000 | |
| Wells Fargo Securities International Limited | 2.00 | % | € | 10,000,000 | |
| Bank of China (Europe) S.A. | 1.00 | % | € | 5,000,000 | |
| Regions Securities LLC | 1.00 | % | € | 5,000,000 | |
| Siebert Williams Shank & Co., LLC | 1.00 | % | € | 5,000,000 | |
| The Governor and Company of the Bank of Ireland | 1.00 | % | € | 5,000,000 | |
| Total | 100.00 | % | € | 500,000,000 |
EXHIBIT C
PRICING TERM SHEET
Smurfit Kappa Treasury Unlimited Company
3.489% Senior Notes due 2031 (the “Notes”)
Pricing Term Sheet dated November 18, 2025 to the Preliminary Prospectus Supplement
dated November 18, 2025 of Smurfit Kappa Treasury Unlimited Company (the “Preliminary Prospectus Supplement”)
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements and supersedes the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Unless otherwise indicated, capitalized terms used but not defined herein have the meanings given to them in the Preliminary Prospectus Supplement.
| Issuer: | Smurfit Kappa Treasury Unlimited Company |
|---|---|
| Guarantors: | Smurfit Westrock plc and certain of its subsidiaries |
| Offering Format: | SEC Registered |
| Expected Ratings*: | [Intentionally omitted] |
| Trade Date: | November 18, 2025 |
| Settlement Date**: | November 24, 2025 (T+4) |
| Notes Offered: | 3.489% Senior Notes due 2031 |
| Principal Amount: | €500,000,000 |
| Coupon: | 3.489% |
| Interest Payment Date: | November 24 of each year, commencing November 24, 2026 |
| Interest Record Date: | In the case of the Notes represented by a global note, at the close of business on the business day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately preceding the interest payment date and, in all other cases, on the immediately preceding November 10 |
| Day Count Convention: | ACTUAL/ACTUAL (ICMA) |
| Stabilization: | Stabilization/FCA |
| Maturity Date: | November 24, 2031 |
| Spread to Benchmark: | +115.8 basis points |
| --- | --- |
| Benchmark: | DBR 0.000% due August 15, 2031 |
| Spread to Mid-swap Rate: | +100 basis points |
| Mid-swap Rate: | 2.489% |
| Yield to Maturity: | 3.489% |
| Price to Public: | 100.000% of principal amount |
| Gross Proceeds: | €500,000,000 |
| Underwriting Discount: | 0.550% |
| Optional Redemption: | Make-whole call at Comparable Government Bond<br> rate plus 20 basis points<br><br> <br><br><br> <br>Par call on or after August 24, 2031 |
| Tax Redemption: | Par call upon the occurrence of specified tax events described under “Description of the Notes — Redemption for Taxation Reasons” in the prospectus supplement |
| Common Code / ISIN: | 323710996 / XS3237109965 |
| Change of Control Repurchase Event: | Put at 100% of principal plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the date of purchase, subject to occurrence of a Change of Control Repurchase Event |
| Denominations: | Minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof |
| Governing Law: | New York |
| Expected Listing: | Application will be made for the Notes to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin, admitted to trading on the Global Exchange Market and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange. |
| Joint Book-Running Managers: | Citigroup Global Markets Limited<br><br> <br>Barclays Bank Ireland PLC<br><br> <br>Commerzbank Aktiengesellschaft<br><br> <br>Goodbody Stockbrokers UC<br><br> <br>Banco Santander, S.A.<br><br> <br>BNP PARIBAS<br><br> <br>Coöperatieve Rabobank U.A.<br><br> <br>Danske Bank A/S<br><br> <br>Scotiabank (Ireland) Designated Activity Company |
2
| Senior Co-Managers: | Crédit Agricole Corporate and Investment Bank<br><br> <br>Deutsche Bank Aktiengesellschaft<br><br> <br>ING BANK N.V., BELGIAN BRANCH<br><br> <br>J.P. Morgan Securities plc<br><br> <br>Lloyds Bank Corporate Markets plc<br><br> <br>Mizuho International plc<br><br> <br>NatWest Markets Plc<br><br> <br>PNC Capital Markets LLC<br><br> <br>RBC Europe Limited<br><br> <br>Skandinaviska Enskilda Banken AB (publ)<br><br> <br>SMBC Bank International plc<br><br> <br>The Toronto-Dominion Bank<br><br> <br>Wells Fargo Securities International Limited |
|---|---|
| Co-Managers: | Bank of China (Europe) S.A.<br><br> <br>Regions Securities LLC<br><br> <br>Siebert Williams Shank & Co., LLC<br><br> <br>The Governor and Company of the Bank of Ireland |
| Prohibition of Sales to EEA/UK Retail Investors: | Applicable |
| MiFID II/UK MiFIR Target Market: | Eligible counterparties and professional clients only (all distribution<br><br> <br>channels) |
***
* A securities rating is not a recommendationto buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Delivery of the Notes will be made to investors on or about November 24, 2025, which will be the fourth business day in New York following the date of pricing of the Notes (such settlement being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to their date of delivery will be required, by virtue of the fact that the Notes initially settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on a date that is prior to the first business day prior to delivery of the Notes should consult their own advisor.
Smurfit Westrock has filed a registration statement (including abase prospectus) and the Preliminary Prospectus Supplement with the U.S. Securities and Exchange Commission (the “SEC”) forthe offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanyingbase prospectus in that registration statement, this Pricing Term Sheet and other documents Smurfit Westrock has filed with the SEC formore complete information about Smurfit Westrock and this Offering. You may obtain these documents for free by visiting EDGAR on the SEC’swebsite at www.sec.gov. Alternatively, Smurfit Westrock, any underwriter or any dealer participating in this Offering will arrange tosend you the Preliminary Prospectus Supplement, the final prospectus supplement (when available) and the accompanying base prospectusif you request it by calling Citigroup Global Markets Limited at +1-800-831-9146 (toll free), Barclays Bank Ireland PLC at +1-888-603-5847(toll free), Commerzbank Aktiengesellschaft at +33 1 44 94 77 10 and Goodbody Stockbrokers UC at + 353 1 667 0400.
3
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a “qualified investor” as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the UK, this final term sheet is for distribution only to persons who (i) have professional experience in matters relating to investments and qualifying as investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). In the UK, this final term sheet is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available in the UK only to relevant persons and, in the UK, will be engaged in only with relevant persons.
4
Solely for the purposes of the product approval process of the manufacturers, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, and without prejudice to the Issuer’s obligations in accordance with MiFID II, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the such Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and (ii) all channels for distribution of such securities to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of such securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
5
EXHIBIT D
(a)
ISSUER GENERAL USE FREE WRITING PROSPECTUSES
| 1) | Pricing Term Sheet containing the terms of the Notes, substantially in the form of Exhibit C hereto. |
|---|
(b)
ISSUER LIMITED USE FREE WRITING PROSPECTUSES
None
Exhibit 4.1
Execution Version
Smurfit Westrock plc,
Smurfit Westrock Financing DESIGNATED ACTIVITY COMPANY
and
SMURFIT KAPPA TREASURY UNLIMITED COMPANY,
as Issuers or Guarantors, as applicable, for each series of Notes from time to time,
the Guarantors named herein, as applicable, for each series of Notes from time to time,
and
Deutsche Bank Trust Company Americas,
as Trustee, Paying Agent, Transfer Agent and Registrar
____________________________
INDENTURE
DEBT SECURITIES
____________________________
November 21, 2025
SMURFIT WESTROCK PLC
SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITYCOMPANY
SMURFIT KAPPA TREASURY UNLIMITED COMPANY
Reconciliation and tie between the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and the Indenture.
| Trust Indenture Act Section | Indenture Section | |
|---|---|---|
| §310 | (a)(1) | 8.9 |
| (a)(2) | 8.9 | |
| (a)(3) | Not Applicable | |
| (a)(4) | Not Applicable | |
| (b) | 8.3, 8.7, 8.9, 8.10 | |
| §311 | (a) | 8.11 |
| (b) | 8.11 | |
| §312 | (a) | 5.1, 5.2 |
| (b) | 5.2 | |
| (c) | 5.2 | |
| §313 | (a) | 5.3 |
| (b) | 5.3 | |
| (c) | 5.3 | |
| (d) | 5.3 | |
| §314 | (a) | 4.4 |
| (a)(4) | 4.5 | |
| (b) | Not Applicable | |
| (c)(1) | 12.3 | |
| (c)(2) | 12.4 | |
| (c)(3) | Not Applicable | |
| (d) | Not Applicable | |
| (e) | 12.4 | |
| §315 | (a) | 8.1(b) |
| (b) | 8.5 | |
| (c) | 8.1(a) | |
| (d) | 8.1(c) | |
| (d)(1) | 8.1(c)(1) | |
| (d)(2) | 8.1(c)(2) | |
| (d)(3) | 8.1(c)(3) | |
| (e) | 7.14 | |
| §316 | (a)(1)(A) | 7.8 |
| (a)(1)(B) | 7.7 | |
| (a)(2) | Not Applicable | |
| (a)(last sentence) | 2.14 | |
| (b) | 7.15 | |
| (c) | 12.5 | |
| §317 | (a)(1) | 7.10 |
| (a)(2) | 7.11 | |
| (b) | 4.3 | |
| §318 | (a) | 1.2 |
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
TABLE OF CONTENTS
Page
| ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE | 5 |
|---|---|
| SECTION 1.1. Definitions | 5 |
| SECTION 1.2. Incorporation by Reference of TIA | 16 |
| SECTION 1.3. Rules of Construction | 17 |
| ARTICLE II THE NOTES | 17 |
| SECTION 2.1. Amount Unlimited; Issuable in Series | 17 |
| SECTION 2.2. Form and Dating | 21 |
| SECTION 2.3. Denominations | 21 |
| SECTION 2.4. Execution, Authentication, Delivery and Dating | 21 |
| SECTION 2.5. Temporary Securities | 23 |
| SECTION 2.6. Registration; Registration of Transfer and Exchange | 23 |
| SECTION 2.7. Mutilated, Destroyed, Lost and Stolen Notes | 25 |
| SECTION 2.8. Payment of Interest; Interest Rights Preserved | 26 |
| SECTION 2.9. Persons Deemed Owners | 27 |
| SECTION 2.10. Cancellation | 27 |
| SECTION 2.11. Computation of Interest | 28 |
| SECTION 2.12. CUSIP and ISIN Numbers | 28 |
| SECTION 2.13. Outstanding Notes | 28 |
| SECTION 2.14. Treasury Notes | 28 |
| ARTICLE III REDEMPTION | 29 |
| SECTION 3.1. Optional Redemption | 29 |
| SECTION 3.2. Election to Redeem; Notices to Trustee | 29 |
| SECTION 3.3. Selection of Notes to Be Redeemed | 29 |
| SECTION 3.4. Notice of Redemption | 30 |
| SECTION 3.5. Effect of Notice of Redemption | 31 |
| SECTION 3.6. Deposit of Redemption Price | 31 |
| SECTION 3.7. Notes Redeemed in Part | 32 |
| ARTICLE IV COVENANTS | 32 |
| SECTION 4.1. Payment of Notes | 32 |
| SECTION 4.2. Maintenance of Office or Agency | 33 |
| SECTION 4.3. Money for Notes Payments to Be Held in Trust | 33 |
| SECTION 4.4. Reports by the Issuer and the Guarantors | 34 |
| SECTION 4.5. Statements as to Compliance | 34 |
| SECTION 4.6. Negative Pledge | 35 |
| SECTION 4.7. Additional Amounts | 35 |
| SECTION 4.8. Payment of Non-Income Taxes and Similar Charges | 36 |
| ARTICLE V HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE | 37 |
| SECTION 5.1. Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders | 37 |
2
| SECTION 5.2. Preservation of Information; Communications to Holders | 37 |
|---|---|
| SECTION 5.3. Reports by Trustee to Holders | 37 |
| ARTICLE VI SUCCESSOR CORPORATION | 38 |
| SECTION 6.1. Consolidation, Merger or Sale of Assets | 38 |
| SECTION 6.2. Successor Corporation Substituted | 39 |
| ARTICLE VII DEFAULT AND REMEDIES | 39 |
| SECTION 7.1. Events of Default | 39 |
| SECTION 7.2. Acceleration | 40 |
| SECTION 7.3. Other Remedies | 40 |
| SECTION 7.4. The Trustee May Enforce Claims Without Possession of Notes | 41 |
| SECTION 7.5. Rights and Remedies Cumulative | 41 |
| SECTION 7.6. Delay or Omission Not Waiver | 41 |
| SECTION 7.7. Waiver of Past Defaults | 41 |
| SECTION 7.8. Control by Majority | 41 |
| SECTION 7.9. Limitation on Suits | 42 |
| SECTION 7.10. Collection Suit by Trustee | 42 |
| SECTION 7.11. Trustee May File Proofs of Claim | 42 |
| SECTION 7.12. Priorities | 43 |
| SECTION 7.13. Restoration of Rights and Remedies | 43 |
| SECTION 7.14. Undertaking for Costs | 43 |
| SECTION 7.15. Rights of Holders to Receive Payment | 43 |
| ARTICLE VIII TRUSTEE | 44 |
| SECTION 8.1. Duties of Trustee | 44 |
| SECTION 8.2. Rights of Trustee | 45 |
| SECTION 8.3. Individual Rights of Trustee | 46 |
| SECTION 8.4. Trustee’s Disclaimer | 46 |
| SECTION 8.5. Notice of Default | 47 |
| SECTION 8.6. Compensation and Indemnity | 47 |
| SECTION 8.7. Replacement of Trustee | 48 |
| SECTION 8.8. Successor Trustee by Merger, etc. | 49 |
| SECTION 8.9. Eligibility; Disqualification | 49 |
| SECTION 8.10. Disqualification; Conflicting Interests | 49 |
| SECTION 8.11. Preferential Collection of Claims Against Issuer | 50 |
| SECTION 8.12. Force Majeure | 50 |
| SECTION 8.13. Consequential Loss | 50 |
| ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE | 50 |
| SECTION 9.1. Option to Effect Legal Defeasance or Covenant Defeasance | 50 |
| SECTION 9.2. Legal Defeasance and Discharge | 50 |
| SECTION 9.3. Covenant Defeasance | 51 |
| SECTION 9.4. Conditions to Legal or Covenant Defeasance | 51 |
| SECTION 9.5. Satisfaction and Discharge of Indenture | 53 |
| SECTION 9.6. Survival of Certain Obligations | 53 |
| SECTION 9.7. Acknowledgment of Discharge by Trustee | 54 |
| SECTION 9.8. Application of Trust Moneys | 54 |
3
| SECTION 9.9. Repayment to the Issuer; Unclaimed Money | 54 |
|---|---|
| SECTION 9.10. Reinstatement | 54 |
| ARTICLE X AMENDMENTS, SUPPLEMENTS AND WAIVERS | 55 |
| SECTION 10.1. Without Consent of Holders of Notes | 55 |
| SECTION 10.2. With Consent of Holders of Notes | 57 |
| SECTION 10.3. Revocation and Effect of Consents | 58 |
| SECTION 10.4. Notation on or Exchange of Notes | 58 |
| SECTION 10.5. Trustee to Sign Amendments, etc. | 58 |
| ARTICLE XI GUARANTEES | 59 |
| SECTION 11.1. Guarantee | 59 |
| SECTION 11.2. Limitation on Liability | 60 |
| SECTION 11.3. Successors and Assigns | 61 |
| SECTION 11.4. No Waiver | 61 |
| SECTION 11.5. Modification | 61 |
| SECTION 11.6. Release of Guarantor | 61 |
| ARTICLE XII MISCELLANEOUS | 62 |
| SECTION 12.1. Notices, Etc. to Trustee, the Issuer and any Guarantor | 62 |
| SECTION 12.2. Notice to Holders; Waiver | 63 |
| SECTION 12.3. Certificate and Opinion as to Conditions Precedent | 64 |
| SECTION 12.4. Statements Required in Certificate or Opinion | 64 |
| SECTION 12.5. Acts of Holders; Record Dates | 65 |
| SECTION 12.6. Legal Holidays | 67 |
| SECTION 12.7. Governing Law | 67 |
| SECTION 12.8. Submission to Jurisdiction; Appointment of Agent for Service | 67 |
| SECTION 12.9. No Personal Liability of Directors, Officers, Employees, Incorporators or Stockholders | 68 |
| SECTION 12.10. Currency Calculation | 68 |
| SECTION 12.11. Successors | 68 |
| SECTION 12.12. Counterpart Originals | 68 |
| SECTION 12.13. Severability | 69 |
| SECTION 12.14. Table of Contents, Headings, etc. | 69 |
| SECTION 12.15. Patriot Act | 69 |
SCHEDULES
| Schedule A | - | Subsidiary Guarantors |
|---|
EXHIBITS
| Exhibit A | - | Form of<br>Global Note |
|---|---|---|
| Exhibit B | - | Form of<br>Definitive Note |
4
INDENTURE, dated as of November 21, 2025, among: (i) Smurfit Westrock plc (“Smurfit Westrock”), a public limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland, (ii) Smurfit Westrock Financing Designated Activity Company (“SWF”), a designated activity company incorporated under the laws of Ireland and a wholly-owned direct subsidiary of Smurfit Westrock, (iii) Smurfit Kappa Treasury Unlimited Company (“SKT” and, together with Smurfit Westrock and SWF, the “Issuers” and, each, an “Issuer”), a public unlimited company incorporated under the laws of Ireland and a wholly-owned indirect subsidiary of Smurfit Westrock, (iv) each of the other Guarantors (as defined below) and (v) Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar.
Each of the Issuers and the other Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of each Issuer’s senior debentures, notes or other evidences of indebtedness (herein called the “Notes”), to be issued in one or more series as provided in this Indenture.
This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”), which are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.
All things necessary to make this Indenture a valid agreement of each of the Issuers and the other Guarantors, in accordance with its terms, have been done.
Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes:
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1. Definitions. For purposes of this Indenture, unless otherwise specifically indicated herein, the term “consolidated” with respect to any Person refers to such Person consolidated with its Subsidiaries. In addition, for purposes of the following definitions and this Indenture generally, all ratios and computations based on GAAP shall be made in accordance with GAAP and shall be based upon the consolidated financial statements of Smurfit Westrock and its Subsidiaries prepared in conformity with GAAP. As used in this Indenture, the following terms shall have the following meanings:
“Act” shall have the meaning set forth in Section 12.5.
“Additional Amounts” shall have the meaning set forth in Section 4.7(a).
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” shall have correlative meanings.
5
“Agent” means any Paying Agent, Registrar or Transfer Agent.
“Applicable Law” shall have the meaning set forth in Section 12.15.
“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.
“Authenticating Agent” shall have the meaning set forth in Section 2.4.
“Authorized Agent” shall have the meaning set forth in Section 12.8.
“Bankruptcy Law” means (i) for purposes of the Issuer, any bankruptcy, insolvency, winding-up or other similar statute (including the relevant provisions of the Irish Companies Act 2014 and the examinership court protection procedure), regulation or provision of any jurisdiction in which the Issuer is organized or conducting business and (ii) for purposes of the Trustee and the Holders, Title 11, U.S. Code or any similar United States Federal, state or foreign law for the relief of creditors.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficial Ownership”, “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.
“Board of Directors” means: (1) with respect to a corporation, the board of directors (or analogous governing body) of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors of the general partner of the partnership; (3) with respect to any limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function.
“Board Resolution” when used with reference to any Issuer or a Guarantor, means a duly authorized resolution of the Board of Directors of such Issuer or Guarantor, as applicable, certified by an Officer and delivered to the Trustee.
“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New York City, Dublin or London.
6
“Capital Stock” means:
(1) in the case of a corporation, corporate stock;
(2) in the case of a company, shares of such company;
(3) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(4) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(5) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;
provided that debt securities convertible into interests specified in (1) through (5) above shall not be deemed “Capital Stock.”
“Change in Tax Law” shall have the meaning set forth in Paragraph 8 of any Note.
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Commission” means the United States Securities and Exchange Commission, or any successor entity thereof from time to time.
“Consolidated Net Tangible Assets” means, as of any date of determination, the total amount of all assets of the Ultimate Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the end of the most recent fiscal quarter for which the Ultimate Parent’s financial statements are available (but which may give pro forma effect to the acquisition of any assets or liabilities following the end of such recent fiscal quarter up to and including the determination date), less the sum of:
(1) the Ultimate Parent’s consolidated current liabilities as of such quarter end (other than (a) short-term borrowings and (b) long-term debt due within one year), determined on a consolidated basis in accordance with GAAP; and
(2) the Ultimate Parent’s consolidated assets that are properly classified as intangible assets as of such quarter end, determined on a consolidated basis in accordance with GAAP.
“Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of the Ultimate Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the end of the most recent fiscal quarter for which the Ultimate Parent’s financial statements are available.
“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any dividend or other obligation that, in each case, does not constitute Indebtedness (“primary obligation”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent.
7
“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, or at any other time at such other address as the Trustee may designate from time to time by notice to the Holders.
“Covenant Defeasance” shall have the meaning set forth in Section 9.3.
“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
“Defaulted Interest” shall have the meaning set forth in Section 2.8.
“Definitive Notes” means Notes in definitive registered form substantially in the form of Exhibit B.
“Dollar” and “$” each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts.
“Depositary” means, with respect to Notes of any series issuable in whole or in part in the form of one or more Global Notes, (i) in the case of Notes denominated in Dollars, a Depositary registered under the Exchange Act that is designated to act as Depositary for such Notes as contemplated by Section 2.1 or (ii) in the case of Notes denominated in a Non-Dollar Currency, an entity or entities that is or are designated as the Depositary for such Notes as contemplated by Section 2.1.
“Event of Default” shall have the meaning set forth in Section 7.1.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
“Executed Documentation” shall have the meaning set forth in Section 12.12.
“Existing Notes” means, as such term relates to a particular series of Notes, each series of senior notes issued by Smurfit Westrock or any of its Subsidiaries that is outstanding as of the original issue date of such series of Notes.
“Expiration Date” shall have the meaning set forth in Section 12.5.
“Fitch” means Fitch Ratings Inc., and its successors.
“GAAP” means generally accepted accounting principles in the United States; provided, however, that the Issuer or Smurfit Westrock (if not the Issuer) may elect, and notify the Trustee and the Holders of such election, that GAAP shall mean IFRS as in effect on the date of such election; provided, however, that following such election all computations based on GAAP and GAAP concepts contained in this Indenture will be computed in conformity with IFRS and IFRS concepts. Thereafter, the Issuer or Smurfit Westrock (if not the Issuer) may, at its option, elect to apply GAAP or IFRS and make all computations based on GAAP or IFRS, as applicable, on the basis of the foregoing provisions of this definition of GAAP. Notwithstanding anything to the contrary in this Indenture, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.
8
“Global Notes” means the Notes issued in global form.
“Government Obligations” means, with respect to a series of Notes, direct obligations of the government that issues the currency in which the Notes of the series are payable for the payment of which the full faith and credit of such government is pledged, or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government.
“guarantee” means a guarantee, contingent or otherwise, of all or any part of any Indebtedness (other than by endorsement of negotiable instruments for collection in the ordinary course of business), including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof.
“Guarantee” means any guarantee by a Guarantor of the Issuer’s obligations under this Indenture and the Notes of any series pursuant to the terms of this Indenture.
“Guarantee Obligations” shall have the meaning set forth in Section 11.1(a).
“Guarantors” means, with respect to each series of Notes, (i) Smurfit Westrock (when not the Issuer of the Notes) (ii) any Subsidiary Guarantor (including SWF and/or SKT, when not the Issuer of the Notes) that is a party to this Indenture as of the date hereof, and (iii) any additional Guarantor that at any time becomes a party to this Indenture in accordance with the provisions of this Indenture; in each case, until a successor replaces such party pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor, and in all cases unless such party (a) shall be directly liable for principal of, premium, if any, and interest with respect to such series of Notes by virtue of being the Issuer thereof or (b) shall have been released from its Guarantee pursuant to Section 11.6 of this Indenture.
“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; and (2) other similar agreements or arrangements designed to enable such Person to manage fluctuations in interest rates.
“Holder” means the Person in whose name a Note is registered on the Registrar’s books.
“IFRS” means International Financial Reporting Standards as adopted by the European Union, International Financial Reporting Interpretations Committee.
“Indebtedness” means, with respect to any specified Person, any Indebtedness of such Person, whether or not contingent, in respect of:
(1) borrowed money;
(2) bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
9
(3) banker’s acceptances, letters of credit and similar instruments;
(4) Lease Obligations and Attributable Debt;
(5) the deferred balance of the purchase price of any property which remains unpaid more than one year after such property is acquired, except any such balance that constitutes an accrued expense, a trade payable or a similar current liability; or
(6) any Hedging Obligations,
if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding the foregoing and for the avoidance of doubt, the term “Indebtedness” shall not include: (1) Contingent Obligations in the ordinary course of business; (2) in connection with the purchase by Smurfit Westrock or any of its Subsidiaries of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; (3) any contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage taxes; and (4) any indebtedness, guarantee, indemnity or liability pursuant to or in connection with any fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or Value Added Tax (“VAT”) purposes.
The amount of any Indebtedness outstanding as of any date shall be:
(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and
(2) the principal amount thereof in the case of any other Indebtedness.
In addition, Indebtedness of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if:
(1) such Indebtedness is the obligation of a partnership or joint venture that is not a Subsidiary of such Person (a “Joint Venture”);
(2) such Person or a Subsidiary of such Person is a general partner of the Joint Venture (a “General Partner”); and
10
(3) there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed:
| (a) | the lesser of (i) the net assets of<br> the General Partner and (ii) the amount of such obligations to the extent that there<br> is recourse, by contract or operation of law, to the property or assets of such Person or<br> a Subsidiary of such Person; or |
|---|---|
| (b) | if less than the amount determined pursuant<br> to clause (i) immediately above, the actual amount of such Indebtedness that is recourse<br> to such Person or a Subsidiary of such Person, if the Indebtedness is evidenced by a writing<br> and is for a determinable amount and the related interest expense shall be included in consolidated<br> interest expense to the extent actually paid by Smurfit Westrock or its Subsidiaries. |
| --- | --- |
“Indenture” means this Indenture, as amended, modified or supplemented from time to time in accordance with the terms hereof, and includes the terms of a particular series of Notes established as contemplated by Section 2.1.
“Investment Grade” means (a) a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s); (b) a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); and (c) a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch).
“Issuer” means any of Smurfit Westrock, SWF or SKT, as the issuer of a series of Notes pursuant to this Indenture. “Issuer” as used with respect to the Notes of any series shall mean only the Issuer of the Notes of that series.
“Issuer Order” means a written order or request signed in the name of the Issuer by (i) two Officers of the Issuer, one of whom must be the Chief Executive Officer, the President, the Chief Financial Officer or the Finance Director of the Issuer or any other Officer so authorized or (ii) two members of the Board of Directors of the Issuer, and delivered to the Trustee.
“Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.
“Legal Defeasance” shall have the meaning set forth in Section 9.2.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement.
“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
“Non-Dollar Currency” means any currency other than Dollars.
“Notes” shall have the meaning set forth in the preamble of this Indenture.
11
“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or any Director of Smurfit Westrock (if not the Issuer), the Issuer or a Guarantor, as applicable.
“Officers’ Certificate” means a certificate signed by two Officers of Smurfit Westrock (if not the Issuer), the Issuer or a Guarantor, as applicable. In the case of an Officers’ Certificate delivered pursuant to Section 2.1 hereof, “Officers’ Certificate” means a certificate signed by two Officers of the Issuer and two Officers of each Guarantor.
“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee.
“Other Hedging Agreements” means any foreign exchange contracts, currency swap agreements, futures contract, option contract, commodity futures contract, commodity option, commodity swap, commodity collar agreement, commodity cap agreements or other similar agreements or arrangements designed to enable such Person to manage the fluctuations in currency or commodity values.
“Paying Agent” shall have the meaning set forth in Section 2.6.
“Payor” means the Issuer or a successor thereof.
“Permitted Interest” means any Securitization Lien or other Lien that arises in relation to any securitization or other structured finance transaction where:
(1) the primary source or payment of any obligations of the issuer is linked or otherwise related to cash flow from particular property or assets (or where payment of such obligations is otherwise supported by such property or assets); and
(2) recourse to the issuer in respect of such obligations is conditional on cash flow from such property or assets.
“Permitted Liens” means:
(1) With respect to any particular series of Notes, Liens created for the benefit of or to secure such series of Notes or the Guarantees with respect to such series of Notes;
(2) Liens in favor of Smurfit Westrock or any of its Subsidiaries;
(3) Liens on property or assets or shares of stock of a Person existing at the time such Person is merged with or into or consolidated with Smurfit Westrock or any of its Subsidiaries; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any Principal Property other than such property of the Person merged into or consolidated with Smurfit Westrock or any of its Subsidiaries;
12
(4) Liens on property or assets or shares of stock existing at the time of acquisition thereof by Smurfit Westrock or any of its Subsidiaries and purchase money or similar Liens; provided that such Liens were not incurred in contemplation of such acquisition and do not extend to any other property, assets or shares of stock, as applicable;
(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature or arising by operation of law incurred in the ordinary course of business;
(6) Liens to secure certain development, construction, alteration, repair or improvement costs or to secure Indebtedness incurred to provide funds for the reimbursement of funds expended for the foregoing purposes; provided that the Liens securing such costs or Indebtedness shall not extend to any Principal Property other than that being so developed, constructed, altered, repaired or improved;
(7) With respect to any particular series of Notes, Liens existing on the original issue date of such series of Notes;
(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith;
(9) statutory mechanics’, workmen’s, materialmen’s, operators’ or similar Liens arising by operation of law and in the ordinary course of business;
(10) Liens incurred in connection with government contracts, including the assignment of moneys due or to become due thereon;
(11) Liens securing Hedging Obligations or Other Hedging Agreements, in each case not for speculative purposes;
(12) Liens arising in the ordinary course of business and not in connection with the borrowing of money or Liens to secure the payment of pension, retirement or similar obligations;
(13) Liens securing judgments or orders, or securing appeal or other surety bonds related to such judgments or orders, against Smurfit Westrock or any of its Subsidiaries relating to litigation being contested in good faith by appropriate proceedings;
(14) Liens securing any Permitted Interest;
(15) extensions, substitutions, replacements or renewals of any of the foregoing Indebtedness; provided that (i) such Indebtedness is not increased and (ii) if the assets securing any such Indebtedness are changed in connection with any such extension, substitution, replacement or renewal, the value of the assets securing such Indebtedness is not increased;
(16) Liens incurred in connection with Lease Obligations (including any lease, concession, license of property, operating lease or other arrangement (or guarantee thereof) which are considered to be a finance lease or capital lease in accordance with ASC 842 or IFRS 16, as applicable);
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(17) Liens to secure the payment of all or any part of the price of acquisition, construction or improvement of Principal Property or Capital Stock by Smurfit Westrock or any of its Subsidiaries, or to secure any Indebtedness or obligation incurred by Smurfit Westrock or any of its Subsidiaries, prior to, at the time of, or within one-hundred-and-eighty (180) days after, the later of the acquisition or completion of construction, including any improvements on a Principal Property, which Indebtedness or obligation is incurred for the purpose of financing all or any part of the purchase, construction or improvement of such Principal Property;
(18) Liens pursuant to or in connection with any fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or VAT purposes; and
(19) Liens securing Indebtedness or other obligations in an amount not to exceed the greater of: (i) $2,500.0 million or (ii) 5.0% of the Consolidated Total Assets.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.
“Place of Payment” when used with respect to the Notes of any series, means the place or places where the principal of and any premium, Additional Amounts, if any, and interest on the Notes of that series are payable as specified or contemplated by Section 2.1.
“Principal Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof or any production, processing or other similar equipment or machinery contained therein, owned or leased by Smurfit Westrock or any of its Subsidiaries, used primarily for manufacturing, the net book value on the books of the Ultimate Parent of which on the date as of which the determination is being made exceeds 2% of Consolidated Net Tangible Assets, other than any such building, structure or other facility or any portion thereof or any such fixture, equipment or machinery (together with the land upon which it is erected and fixtures comprising a part thereof) which, in the opinion of the Board of Directors of the Ultimate Parent, is not of material importance to the total business conducted by the Ultimate Parent and its Subsidiaries taken as a whole.
“Rating Agency” means each of Moody’s, S&P, Fitch or any other nationally recognized statistical rating agency or agencies, as the case may be, but only to the extent that such Rating Agency is then engaged by the Ultimate Parent or the Issuer to provide a rating for the Notes.
“Record Date” means a record date specified in any Note.
“Redemption Date” when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and paragraphs 7 or 8 of the Notes.
“Redemption Price” when used with respect to any Note to be redeemed, means the price fixed for such redemption pursuant to this Indenture and paragraphs 7 or 8 of the Notes.
“Register” shall have the meaning set forth in Section 2.6.
“Registrar” shall have the meaning set forth in Section 2.6.
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“Relevant Taxing Jurisdiction” shall have the meaning set forth in Section 4.7(a).
“Restricted Lien” shall have the meaning set forth in Section 4.6.
“Revolving Facility Agreement” means (i) the multicurrency term and revolving facilities agreement, dated June 28, 2024, among, inter alios, Smurfit Westrock, Smurfit Kappa Investments Limited, as obligor’s agent and guarantor, the original borrowers party thereto, the guarantors party thereto, the lenders, bookrunners and mandated lead arrangers party thereto, and Wells Fargo Bank National Association, as agent, and (ii) any renewal, extension, refunding, restructuring, replacement, or refinancing thereof (whether with the original facilities agent and lenders or another facilities agent or agents or other lenders and whether provided under the Revolving Facility Agreement or any other agreement or indenture).
“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.
“Securities Act” means the United States Securities Act of 1933, as amended.
“Securitization Lien” means a customary back-up security interest granted as part of a sale, lease, transfer or other disposition of assets by Smurfit Westrock or any of its Subsidiaries to, either directly or indirectly, any issuer in a securitization or other structured finance transaction.
“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.
“SKT” shall have the meaning set forth in the preamble to this Indenture, or any successor entity.
“Smurfit Westrock” shall have the meaning set forth in the preamble to this Indenture, or any successor entity.
“Smurfit Westrock Successor” shall have the meaning set forth in Section 6.1.
“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 2.8.
“Subsidiary” means, with respect to any specified Person:
(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof);
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provided, however, that for purposes of Section 4.6 and Section 7.1(4), the term “Subsidiary” shall exclude (i) any Subsidiary which is principally engaged in leasing or in financing installment receivables or which is principally engaged in financing the operations of Smurfit Westrock or any of its Subsidiaries, (ii) any financial entity whose accounts as of the date of determination are not required to be consolidated with the accounts of the Ultimate Parent in its audited consolidated financial statements or (iii) any Subsidiary that is an issuer in a securitization or other structured financing transaction, so long as in the case of clauses (ii) or (iii) such Subsidiary does not own any Principal Property.
“Subsidiary Guarantors” means the Subsidiary Guarantors named in Schedule A hereto.
“Successor Issuer” shall have the meaning set forth in Section 6.1(1).
“SWF” shall have the meaning set forth in the preamble to this Indenture, or any successor entity.
“Tax Redemption Date” when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and Paragraph 8 of the Notes.
“Taxes” shall have the meaning set forth in Section 4.7(a).
“TIA” means the United States Trust Indenture Act of 1939, as amended.
“Transfer Agent” shall have the meaning set forth in Section 2.6.
“Trust Officer” means any officer within Trust & Security Services (or any successor group of the Trustee), including any director, managing director, vice president, assistant vice president, corporate trust officer, assistant corporate trust officer, secretary, assistant secretary, treasurer, assistant treasurer, associate or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at that time shall be such officers having direct responsibility for the administration of this Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom such trust matter is referred because of his or her knowledge of and familiarity with the particular subject.
“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor.
“Ultimate Parent” means any entity that serves as the ultimate parent company of the group of which the Issuer forms a part from time to time and any successor thereto. For the avoidance of doubt, as of the date of this Indenture, the Ultimate Parent shall be Smurfit Westrock.
SECTION 1.2. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:
“indenture securities” means any series of Notes.
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“indenture security holder” means a Holder.
“indenture to be qualified” means this Indenture.
“indenture trustee” or “institutional trustee” means the Trustee.
“obligor on this indenture securities” means the Issuer or any other obligor on any series of Notes.
All other terms used in this Indenture (other than those defined herein) that are defined by the TIA, defined in the TIA by reference to another statute or defined by any Commission rule have the meanings therein assigned to them.
If any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 through 317, inclusive, of the TIA through the operation of Section 318(c) thereof, such imposed duties shall control.
SECTION 1.3. Rules of Construction. Unless the context otherwise requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(c) “or” is not exclusive;
(d) the term “including” is not limiting;
(e) words in the singular include the plural, and words in the plural include the singular;
(f) provisions apply to successive events and transactions; and
(g) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
ARTICLE II
THE NOTES
SECTION 2.1. Amount Unlimited; Issuable in Series. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series.
There shall be established in or pursuant to Board Resolutions of the Issuer and the Guarantors, respectively, subject to Section 2.4, to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officers’ Certificate setting forth, or determining the manner of, such establishment, or established in one or more indentures supplemental hereto, prior to the issuance of the Notes of any series:
(1) the Issuer and the Guarantors, if any, with respect to the Notes of such series;
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(2) the title of the Notes of such series (which shall distinguish the Notes of such series from Notes of all other series);
(3) any limit upon the aggregate principal amount of the Notes of such series that may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Section 2.5, 2.6, 2.7, 3.7 or 10.4 and except for any Notes which, pursuant to Section 2.4, are deemed never to have been authenticated and delivered hereunder); provided that, unless otherwise provided, the authorized aggregate principal amount of such series may from time to time be increased above such amount by a Board Resolution to such effect;
(4) the issue price or prices of originally issued Notes of such series, expressed as a percentage of the principal amount, and the original issue date;
(5) the Person to whom any interest on a Note of such series shall be payable, if other than the Person in whose name that Note is registered at the close of business on the Record Date for such interest;
(6) the maturity date and the date or dates on which the principal of the Notes of such series is payable;
(7) the rate or rates at which the Notes of such series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates on which any such interest shall be payable and the Record Date for any such interest payable on any interest payment date, or the method by which such date or dates shall be determined, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;
(8) the place or places where, subject to the provisions of Section 4.2, the principal of, premium and Additional Amounts, if any, and interest on the Notes of such series shall be payable, the Notes of such series may be surrendered for registration, transfer, exchange or conversion and notices and demands to or upon the Issuer or the Guarantors in respect of the Notes of such series and this Indenture may be served;
(9) the period or periods within which, the price or prices at which and the terms and conditions upon which the Notes of such series may be redeemed, in whole or in part, at the option of the Issuer (including pursuant to paragraphs 7 and 8 of the Notes) and, if other than by a Board Resolution, the manner in which any election by the Issuer to redeem the Notes shall be evidenced;
(10) the obligation, if any, and the option, if any, of the Issuer to redeem or purchase any Notes of such series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Notes of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(11) the terms and conditions for conversion or exchange of Notes of such series into preference shares of the Issuer or any Guarantor (including, if applicable, the rights, preferences and privileges of such preference shares) or ordinary shares of the Issuer or any Guarantor and the terms of any additional redemption rights of the Issuer relating to such terms and conditions for conversion or exchange;
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(12) the denominations in which the Notes of such series shall be issuable, if other than denominations of $200,000 and any integral multiple of $1,000 in excess thereof (or in the case of Notes denominated in a Non-Dollar Currency, the equivalent thereof in each case (rounded to an integral multiple of 1,000 units of such Non-Dollar Currency));
(13) if other than Dollars, the currency, currencies or currency units in which the principal of, premium or Additional Amounts, if any, and interest on the Notes of such series shall be denominated, payable, redeemable or purchasable and the manner of determining the equivalent thereof in Dollars for any purpose;
(14) if the amount of principal of, premium or Additional Amounts, if any, or interest on the Notes of such series may be determined with reference to an index, or pursuant to a formula, the manner in which such amounts shall be determined;
(15) if the principal of, premium or Additional Amounts, if any, or interest on the Notes of such series is to be payable, at the election of the Issuer, any Guarantor or a Holder thereof, in one or more currencies or currency units other than that or those in which the Notes are stated to be payable, the currency, currencies or currency units in which the principal of, premium or Additional Amounts, if any, and interest on the Notes of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) if other than the entire principal amount thereof, the portion of the principal amount of Notes of such series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 7.2;
(17) if the principal amount payable at maturity of the Notes of such series will not be determinable as of any one or more dates prior to the maturity, the amount which shall be deemed to be the principal amount of such Notes as of any such date for any other purpose hereunder or thereunder (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if the Issuer may from time to time without the consent of the Holders create and issue additional Notes of each issued series having the same terms and conditions in all respects (or in all respects except for the issue date, the first payment of interest thereon and/or issue price) as the issued series, so that such further issue shall be consolidated and form a single series with the Notes of any series or upon such terms as the Issuer may determine at the time of their issue;
(19) the forms of the Notes of such series;
(20) if applicable, that the Notes of such series, in whole or any specified part, shall be defeasible pursuant to this Indenture and, if other than by a Board Resolution, the manner in which any election by the Issuer to defease such Notes shall be evidenced;
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(21) if applicable, that the Notes of such series shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Depositary for such Global Notes, the form of any legend or legends which shall be borne by any such Global Notes in addition to or in lieu of that set forth in Exhibits A and B hereto, and any circumstances in which the Notes may be registered in the name or names of Persons other than the Depositary for such Global Note or a nominee thereof;
(22) any addition to or change in the Events of Default that apply to the Notes of such series and any change in the right of the Trustee or the requisite Holders of such Notes to declare the principal amount thereof due and payable pursuant to Section 7.2;
(23) any addition to or change in the covenants set forth in Article IV that apply to the Notes of such series;
(24) whether the Notes of such series will be secured by any collateral and, if so, the terms and conditions upon which such Notes shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Issuer or any Guarantor;
(25) the exchanges, if any, on which the Notes of such series may be listed; and
(26) any and all other terms of the Notes of such series, including, but not limited to, any terms that may be required by or advisable under U.S. laws or regulations or otherwise included in connection with the marketing of Notes of such series.
All Notes of any particular series shall be substantially identical except as to issue date, issue price, date from which interest, if any, shall accrue, denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.
Any such Board Resolutions, Officers’ Certificate or supplemental indenture referred to above with respect to Notes of any series delivered to the Trustee on or before the initial issuance of the Notes of such series shall be incorporated herein by reference with respect to Notes of such series and shall thereafter be deemed to be a part of this Indenture for all purposes relating to Notes of such series as fully as if such Board Resolutions, Officers’ Certificate or supplemental indenture were set forth herein in full.
All Notes of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Notes and issuances of additional Notes of such series or for the establishment of additional terms with respect to the Notes of such series, except as set forth under Section 10.2.
If any of the terms of the series or the guarantees thereof are established by action taken pursuant to a Board Resolution of the Issuer or the Guarantors, a copy of an appropriate record of such action shall be certified by any director, the Secretary or any person appointed by the Board of Directors of the Issuer or the Guarantors, as the case may be, each delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series or the guarantees thereof.
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SECTION 2.2. Form and Dating. The Notes of each series and the notation relating to the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibits A or B. The Notes of each series may have notations, legends or endorsements required by law, stock exchange rule or usage; provided that any such notations, legends or endorsements are in a form reasonably acceptable to the Issuer. The Issuer and the Trustee shall approve the forms of the Notes of each series and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication.
The terms and provisions contained in the Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Trustee, the Registrar and the Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
SECTION 2.3. Denominations. The Notes shall be issuable in such denominations as shall be specified as contemplated by Section 2.1. In the absence of any such provisions with respect to the Notes of any series, any Notes denominated in Dollars shall be issuable in denominations of $200,000 and integral multiples of $1,000 in excess thereof and any Notes denominated in a Non-Dollar Currency shall be issuable in denominations equivalent to $200,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (in each case rounded to an integral multiple of 1,000 units of such Non-Dollar Currency).
SECTION 2.4. Execution, Authentication, Delivery and Dating. Two Officers shall sign, or one Officer and one member of the Board of Directors of the Issuer shall sign, or two members of the Board of Directors of the Issuer shall sign, or one Officer shall sign and one Officer, a Secretary or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, each Note for the Issuer by manual, facsimile or electronic signature.
If an Officer or member of the Board of Directors of the Issuer whose signature is on a Note was an Officer or member of such Board of Directors at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.
At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes of any series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Issuer Order, shall authenticate and deliver such Notes. If the form or terms of the Notes of the series have been established by or pursuant to one or more Board Resolutions as permitted by Section 2.1, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating:
(a) if the form or terms of such Notes have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such form or terms have been established in conformity with the provisions of this Indenture; and
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(b) that such Notes, when authenticated by the Trustee and issued and delivered by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles or other customary exceptions.
If such form or terms have been so established, the Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture in accordance with a Board Resolution will materially adversely affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 2.1 and of the preceding paragraph, if all Notes of a series are not to be originally issued at one time, it shall not be necessary, unless the Trustee reasonably determines otherwise, for the Issuer to deliver a Board Resolution, Officers’ Certificate or supplemental indenture otherwise required pursuant to Section 2.1 or the Issuer Order and Opinion of Counsel otherwise required pursuant to the third paragraph of this Section at or prior to the authentication of each Note of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued.
Each Note shall be dated the date of its authentication.
No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Exhibits A and B executed by the Trustee by manual, facsimile or electronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.10, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes of any series. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Trustee initially appoints the Registrar as Authenticating Agent of the Notes of each series and the Issuer hereby confirms that such appointment is acceptable to it. The Trustee may change an Authenticating Agent without prior notice to the relevant Holders; provided that such Authenticating Agent is acceptable to the Issuer of the relevant series of Notes.
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SECTION 2.5. Temporary Securities. Pending the preparation of Definitive Notes of any series, the Issuer may execute, and upon an Issuer Order the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Notes in lieu of which they are issued, and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Notes may determine, as evidenced by their execution of such Notes.
If temporary Notes of any series are issued, the Issuer will cause Definitive Notes of that series to be prepared without unreasonable delay. After the preparation of Definitive Notes of such series, the temporary Notes of such series shall be exchangeable for Definitive Notes of such series upon surrender of the temporary Notes of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes of any series, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more Definitive Notes of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so exchanged, the temporary Notes of any series shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes of such series and tenor.
SECTION 2.6. Registration; Registration of Transfer and Exchange. The Issuer shall maintain an office or agency where (a) Definitive Notes may be presented or surrendered for registration of transfer or for exchange (such office or agency, the “Registrar”), (b) Global Notes (and Definitive Notes, if issued) may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands in respect of such Global Notes (and Definitive Notes, if issued) and this Indenture may be served. The Registrar shall keep a register (the “Register”) of the Definitive Notes and of their transfer and exchange. Notices and demands in respect of Global Notes shall be made by the Issuer in accordance with Section 12.1. The Issuer, upon written notice to the Trustee, may have one or more co-Registrars and one or more additional Paying Agents reasonably acceptable to the Trustee. For each series of Notes denominated in a Non-Dollar Currency, the applicable Issuer shall appoint a separate Paying Agent under a supplemental indenture, which supplemental indenture shall be in form and substance acceptable to such Paying Agent. Money held by such Paying Agent shall be held as banker, not subject to the UK FCA Client Money Rules, and need not be segregated except as required by law. The term “Paying Agent” includes any additional Paying Agent. The term “Registrar” includes any co-Registrar.
The Issuer initially appoints Deutsche Bank Trust Company Americas as Paying Agent, transfer agent (the “Transfer Agent”) and Registrar, until such time as any such entity has resigned or a successor has been appointed unless another Paying Agent is appointed prior to the time the Notes of any applicable series are first issued. In the event that a Paying Agent, Registrar or Transfer Agent is replaced, the Issuer will (so long as the Notes are Global Notes) provide written notice thereof to the Trustee in accordance with Section 12.1. The Issuer may change any Paying Agent, Registrar or Transfer Agent for a series of Notes without prior notice to the Holders thereof. Smurfit Westrock or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes.
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Upon surrender for registration of transfer of any Note of a series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
At the option of the Holder, Notes of any series (except a Global Note) may be exchanged for other Notes of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.
All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.
Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.5, Section 3.7 or Section 10.4 not involving any transfer.
If the Notes of any series (or of any series and specified tenor) are to be redeemed in part, neither the Issuer nor the Trustee shall be required (A) to issue, register the transfer of or exchange any Notes of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
The provisions of clauses (a), (b), (c) and (d) below shall apply only to Global Notes:
(a) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.
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(b) Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 2.1, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (1) such Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or, if applicable, has ceased to be a Depositary registered under the Exchange Act, and a successor Depositary is not appointed by the Issuer within 90 days after the Issuer’s receipt of such notice, (2) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Registrar has received a request from the Depositary to issue Definitive Notes in lieu of the Global Notes, (3) the Issuer shall determine in its sole discretion that Notes of a series issued in global form shall no longer be represented by a Global Note, or (4) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 2.1, then in any such case, such Global Note may be exchanged by such Depositary for Definitive Notes of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Note or portion thereof may be registered to, such Persons as such Depositary shall direct. If the Issuer designates a successor Depositary pursuant to clause (1) above, such Global Note shall promptly be exchanged in whole for one or more other Global Notes registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for such successor Global Note or Global Notes and the provisions of clauses (a), (b), (c) and (d) of this Section shall continue to apply thereto.
(c) Subject to clause (b) above and to such applicable provisions, if any, as may be specified as contemplated by Section 2.1, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct.
(d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Notes or any portion thereof, whether pursuant to this Section, Section 2.5, Section 2.7, Section 3.7 or Section 10.4 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.
SECTION 2.7. Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated Note in accordance with its customary procedures.
If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.
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Upon the issuance of any new Note, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Issuer and the fees and expenses of the Trustee and its counsel) connected therewith.
Every new Note of any series issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of that series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
SECTION 2.8. Payment of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 2.1 with respect to any series of Notes, interest on any Note which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name that Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest.
Any interest on any Note of any series which is payable, but is not punctually paid or duly provided for, on any interest payment date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (a) or (b) below:
(a) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes of such series (or their respective predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee, in consultation with the Issuer, shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Notes of such series in the manner set forth in Section 12.2, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes of such series (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).
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(b) The Issuer may make payment of any Defaulted Interest on the Notes of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section and Section 2.6, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.
SECTION 2.9. Persons Deemed Owners. Except as otherwise contemplated by Section 2.1 with respect to any series of Notes, prior to due presentment for registration of transfer of any Definitive Note, the Issuer, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the Person in whose name such Definitive Note is registered as the absolute owner of such Definitive Note for the purpose of receiving payment of principal of, premium and Additional Amounts, if any, and (subject to Section 2.6 and Section 2.8) any interest on such Definitive Note and for all other purposes whatsoever, whether or not such Definitive Note is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall be affected by notice to the contrary.
No holder of any beneficial interest in any Global Note held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Note, and such Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar or any co-Registrar as the absolute owner of such Global Note for all purposes whatsoever. None of the Issuer, the Trustee, the Paying Agent, the Registrar or any co-Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of Beneficial Ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such Beneficial Ownership interests.
SECTION 2.10. Cancellation. All Notes surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Issuer has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary procedures as directed by an Issuer Order, and the Trustee shall thereafter deliver to the Issuer a certificate with respect to such disposition.
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SECTION 2.11. Computation of Interest. Except as otherwise specified as contemplated by Section 2.1 for Notes of any series, interest on the Notes of each series shall be computed on the basis of a 360-day year of twelve 30-day months.
SECTION 2.12. CUSIP and ISIN Numbers. The Issuer, in issuing the Notes of any series, may use “CUSIP” or “ISIN” numbers (in addition to the other identification numbers printed on the Notes), if then in use, and, if so, the Trustee shall use such “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such “CUSIP” or “ISIN” numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such “CUSIP” or “ISIN” numbers. The Issuer will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.
SECTION 2.13. Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those canceled by it, those delivered to it for cancellation, those reductions in any Global Note effected in accordance with the provisions hereof and those described in this Section 2.13 as not outstanding. Subject to Section 2.14, a Note does not cease to be outstanding because the Issuer or any of its Affiliates holds the Note.
If a Note is replaced pursuant to Section 2.7 (other than a mutilated Note surrendered for replacement), it shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note shall cease to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.7.
If the principal amount of any Note is considered paid under Section 4.1, it shall cease to be outstanding and interest, and Additional Amounts, if any, on it shall cease to accrue.
If, on a Redemption Date or the maturity date of any series of Notes, the Paying Agent holds cash in Dollars or the applicable Non-Dollar Currency sufficient to pay all of the principal of, premium and Additional Amounts, if any, and interest on the Notes payable on that date, then on and after that date, the Notes will cease to be outstanding and interest and Additional Amounts, if any, on the Notes will cease to accrue.
For each series of Notes denominated in a Non-Dollar Currency, the principal amount of such Notes that shall be deemed to be outstanding and used to determine whether the necessary Holders have given any request, demand, authorization, direction, notice, consent or waiver shall be the Dollar equivalent, as determined by the Issuer of the relevant series of Notes by reference to the noon buying rate in New York for cable transfers for such currency, as such rate is certified for customs purposes by the Federal Reserve Bank of New York on the date of original issuance of such Notes, of the principal amount of such Notes.
SECTION 2.14. Treasury Notes. In determining whether the Holders of the required principal amount of any series of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or its Affiliates shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Trust Officer of the Trustee actually knows are so owned shall be disregarded.
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ARTICLE III
REDEMPTION
SECTION 3.1. Optional Redemption. Notes of any series that are redeemable before their maturity shall be redeemable, as a whole or from time to time in part, in accordance with their respective terms and (except as otherwise specified as contemplated by Section 2.1 for Notes of any series) in accordance with this Article III. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to any series of Notes, except as may be specified as contemplated by Section 2.1 for such series.
SECTION 3.2. Election to Redeem; Notices to Trustee. The election of the Issuer to redeem any Notes shall be established in or pursuant to a Board Resolution or an Officers’ Certificate or in another manner specified, in each case, as contemplated by Section 2.1 for such Notes.
Except as otherwise established in or pursuant to a Board Resolution or an Officers’ Certificate or in another manner specified, in each case, as contemplated by Section 2.1 for such Notes, if the Issuer elects to redeem the Notes of a series pursuant to paragraphs 7 or 8 of such Notes, it shall notify the Trustee and the Paying Agent in writing of the Redemption Date and the principal amount of such Notes to be redeemed at least 10 days (unless a shorter period is acceptable to the Trustee and the applicable Paying Agent) but not more than 60 days (unless a longer period is acceptable to the Trustee and the applicable Paying Agent) before the Redemption Date. The Issuer shall give notice of redemption as required under the relevant paragraph of the Notes pursuant to which such Notes are being redeemed. Any such notice may be canceled at any time prior to the mailing of such notice of redemption to any Holder and shall thereupon be void and of no effect.
SECTION 3.3. Selection of Notes to Be Redeemed. Except as otherwise established in or pursuant to a Board Resolution or an Officers’ Certificate or in another manner specified, in each case, as contemplated by Section 2.1 for such Notes, if less than all of the Notes of a series are to be redeemed pursuant to their terms or the terms of this Indenture at any time, the Trustee or the Registrar will select Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed, and in compliance with the requirements of the Depositary, or if the Notes are not so listed or such exchange prescribes no method of selection and the Notes are not held through the Depositary or the Depositary prescribes no method of selection, on a prorata basis; provided, however, that no Note of $200,000 in aggregate principal amount or less, or other than in an integral multiple of $1,000 in excess thereof (or in the case of Notes denominated in a Non-Dollar Currency, the equivalent thereof in each case (rounded to an integral multiple of 1,000 units of such Non-Dollar Currency)), shall be redeemed in part. In the event of partial redemption, the particular Notes to be redeemed shall be selected, unless otherwise specified as contemplated by Section 2.1 for Notes of any series, not less than 10 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.
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SECTION 3.4. Notice of Redemption. Except as otherwise established in or pursuant to a Board Resolution or an Officers’ Certificate or in another manner specified, in each case, as contemplated by Section 2.1 for such Notes, notice of redemption shall be given by first-class mail, postage prepaid, mailed or otherwise in accordance with the applicable procedures of the Depositary not less than 10 nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 2.1 for the relevant Notes), to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Register.
Except as otherwise established in or pursuant to a Board Resolution or an Officers’ Certificate or in another manner specified, in each case, as contemplated by Section 2.1 for such Notes, all notices of redemption shall identify the Notes to be redeemed and shall state:
(a) the Redemption Date;
(b) the Redemption Prices, including the amount of accrued and unpaid interest, if any, and Additional Amounts, if any, to be paid (subject to the right of Holders of record of Definitive Notes on the relevant Record Date to receive interest and Additional Amounts, if any, due on the relevant interest payment date);
(c) the Record Date;
(d) the name and address of the Paying Agent;
(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price, including accrued and unpaid interest, if any, and Additional Amounts, if any;
(f) that, unless the Issuer defaults in making the redemption payment, interest and Additional Amounts, if any, on Notes called for redemption cease to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed;
(g) (i) if any Global Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, interest and Additional Amounts, if any, shall cease to accrue on the portion called for redemption, and upon surrender of such Global Note, such Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unredeemed portion, will be returned and (ii) if any Definitive Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and that, after the Redemption Date, upon surrender of such Definitive Note, a new Definitive Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof, upon cancellation of the original Note;
(h) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption;
(i) the paragraph of the Notes pursuant to which such Notes are to be redeemed;
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(j) the CUSIP or ISIN, and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN, if any, listed in such notice or printed on such Notes; and
(k) whether the redemption is conditional on any events and, if so, a detailed explanation of such conditions.
Notice of redemption of Notes to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the name and at the expense of the Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or otherwise in accordance with the applicable procedures of the Depositary or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Securities.
Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and, at the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions precedent included at the Issuer’s discretion shall be satisfied (or waived by the Issuer) or the Redemption Date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s discretion shall not have been satisfied (or waived by the Issuer). In addition, such notice may provide that payment of the Redemption Price and performance of the Issuer’s obligations with respect to such redemption may be performed by another person.
SECTION 3.5. Effect of Notice of Redemption. Once notice of redemption is given in accordance with Section 3.4, Notes called for redemption, subject to the satisfaction of any applicable conditions, shall become due and payable on the Redemption Date and at the Redemption Price, including accrued and unpaid interest, if any, and Additional Amounts, if any. Upon surrender to the Trustee or Paying Agent, such Notes called for redemption shall be paid at the Redemption Price (which shall include accrued and unpaid interest thereon, if any, and Additional Amounts, if any, to the Redemption Date), but (in the case of Definitive Notes) installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates.
SECTION 3.6. Deposit of Redemption Price. Except as otherwise established in or pursuant to a Board Resolution or an Officers’ Certificate or in another manner specified, in each case, as contemplated by Section 2.1 for such Notes, with respect to the Notes of a series denominated in Dollars, prior to 10:00 a.m., New York time, and, with respect to the Notes of a series denominated in any Non-Dollar Currency, prior to 11:00 a.m., London time, or as advised by the applicable Paying Agent in relation to any Non-Dollar Currency other than euro and pounds sterling, or, in each case, such other time as may be agreed by the Issuer of the relevant series of Notes and the applicable Paying Agent, on the Redemption Date, subject to the satisfaction of any applicable conditions, the Issuer shall deposit with the Trustee or its designated Paying Agent in immediately available funds money sufficient to pay the Redemption Price, including any premium, if applicable, accrued and unpaid interest, if any, and Additional Amounts, if any, of all Notes to be redeemed on that date. The Paying Agent shall promptly return to the Issuer any funds so deposited which is not required for that purpose upon the written request of the Issuer.
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For the avoidance of doubt, the calculation or determination of the Redemption Price, and any applicable premium, shall not be the obligation or responsibility of the Trustee or Paying Agent.
If the Issuer complies with the preceding paragraph, then, unless the Issuer defaults in the payment of such Redemption Price, including any premium, if applicable, accrued and unpaid interest, if any, and Additional Amounts, if any, interest and Additional Amounts, if any, on the Notes to be redeemed will cease to accrue on and after the Redemption Date, whether or not such Notes are presented for payment. With respect to Definitive Notes, if a Definitive Note is redeemed on or after a Record Date but on or prior to the related interest payment date, then any accrued and unpaid interest and Additional Amounts, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest and Additional Amounts, if any, shall be paid on the unpaid principal from the Redemption Date until such principal is paid at the rate provided in the Note.
SECTION 3.7. Notes Redeemed in Part. Upon surrender and cancellation of a Definitive Note that is redeemed in part, the Issuer shall execute and upon receipt of an Issuer Order the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Definitive Note equal in principal amount to the unredeemed portion of the Definitive Note surrendered and canceled; provided, however, that each such Definitive Note shall be in a principal amount at maturity of $200,000 or an integral multiple of $1,000 in excess thereof (or in the case of Notes denominated in a Non-Dollar Currency, the equivalent thereof in each case (rounded to an integral multiple of 1,000 units of such Non-Dollar Currency)). Upon surrender of a Global Note that is redeemed in part, the Paying Agent shall forward such Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Global Note to an amount equal to the unredeemed portion of the Global Note surrendered; provided, however, that each such Global Note shall be in a principal amount at maturity of $200,000 or an integral multiple of $1,000 in excess thereof.
ARTICLE IV
COVENANTS
SECTION 4.1. Payment of Notes. The Issuer shall pay the principal, premium, if any, interest and Additional Amounts, if any, on the Notes of each series in the manner provided in such Notes and this Indenture. An installment of principal of or interest on the Notes shall be considered paid on the date it is due if the Trustee or the Paying Agent (i) holds, with respect to the Notes of a series denominated in Dollars, prior to 10:00 a.m., New York time, and, with respect to the Notes of a series denominated in any Non-Dollar Currency, prior to 10:00 a.m., London time, or as advised by the applicable Paying Agent in relation to any Non-Dollar Currency other than euro and pounds sterling, on that date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay the installment in full and (ii) is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture.
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SECTION 4.2. Maintenance of Office or Agency. The Issuer shall maintain in each Place of Payment for any series of Notes an office or agency (which office may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of such Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that, with respect to any series of Notes issued in a Non-Dollar Currency, any such presentations, surrenders, notices and demands may be made or served at the address of the Paying Agent for such series of Notes. The Issuer and each Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.
SECTION 4.3. Money for Notes Payments to Be Held in Trust. If the Issuer shall at any time act as its own Paying Agent with respect to any series of Notes, it will, on or before each due date of the principal of, premium or Additional Amounts, if any, and interest on any of the Notes of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of, premium and Additional Amounts, if any, and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.
Whenever the Issuer shall have one or more Paying Agents for any series of Notes, it will, on or prior to 10:00 a.m., New York City time, with respect to the Notes of a series denominated in Dollars, or 10:00 a.m., London time, with respect to the Notes of a series denominated in any Non-Dollar Currency, or as advised by the applicable Paying Agent in relation to any Non-Dollar Currency other than euro and pounds sterling, on each due date of the principal of, premium or Additional Amounts, if any, and interest on any Notes of that series, deposit (or, if the Issuer has deposited any trust funds with a trustee pursuant to Section 9.4(a), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the TIA, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.
The Issuer will cause each Paying Agent for any series of Notes other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) hold all sums held by it for the payment of the principal of, premium and Additional Amounts, if any, or interest on the Notes of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes of that series) in the making of any payment of principal of, premium and Additional Amounts, if any, or interest on the Notes of that series; and (3) during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes of that series.
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The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by an Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from any further liability with respect to such money.
Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of principal of, premium and Additional Amounts, if any, or interest on any Note of any series and remaining unclaimed for two years after such principal of, premium and Additional Amounts, if any, or interest on such Note has become due and payable shall be paid to the Issuer on request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer and the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.
SECTION 4.4. Reports by the Issuer and the Guarantors. If any of the Issuer or a Guarantor is subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Issuer or such Guarantor, as applicable, shall file with the Trustee and transmit to Holders, within 15 days after it files the same with the Commission, copies of the annual reports, information, documents and other reports that the Issuer or the Guarantor, as applicable, is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, or any other rules and regulations prescribed by the Commission. The Issuer or the Guarantor, as applicable, shall be deemed to have furnished such reports, information and documents referred to in this Section 4.4 to the Trustee and the Holders if the Issuer or the Guarantor, as applicable, has filed such reports, information and documents with the Commission via the EDGAR filing system or any successor system and such reports, information and documents are publicly available. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantor’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). The Trustee shall have no obligation to determine if and when the Issuer’s statements or reports are publicly available and accessible electronically.
SECTION 4.5. Statements as to Compliance. The Issuer and the Guarantors shall deliver to the Trustee, within 180 days after the end of each fiscal year of the Ultimate Parent, a written statement signed by the principal executive officer, principal financial officer or principal accounting officer of the Issuer and the Guarantors (complying with Section 314(a)(4) of the TIA), stating that:
(1) a review of the activities of the Issuer and the Guarantors during such year and of performance under this Indenture has been made under his or her supervision; and
(2) to the best of his or her knowledge, based on such review, the Issuer and the Guarantors are in compliance with all conditions and covenants under this Indenture.
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For purposes of this Section 4.5, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.
SECTION 4.6. Negative Pledge. So long as any Notes of a particular series are outstanding, Smurfit Westrock shall not, and shall not permit any of its Subsidiaries to, secure any Indebtedness for money borrowed by placing a Lien (other than a Permitted Lien) on any Principal Property now or hereafter owned or leased by Smurfit Westrock or any of its Subsidiaries or on any shares of stock of any of their respective Subsidiaries (a “Restricted Lien”) without equally and ratably securing (or securing on a senior basis, in the case of a Lien securing Indebtedness that is by its terms expressly subordinated to the Notes of such series or any Guarantee) all of the Notes of such series, unless after giving effect thereto the aggregate principal amount of all such Indebtedness secured by a Restricted Lien then outstanding would not exceed an amount equal to 15% of Consolidated Net Tangible Assets. The restrictions set forth in the preceding sentence shall not apply to any Permitted Lien, and all Indebtedness secured by a Permitted Lien shall be excluded in computing the amount of Indebtedness secured by a Lien outstanding for purposes of this Section 4.6.
Any Lien created for the benefit of the holders of the Notes of any series pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien relating to such Indebtedness that gave rise to the obligation to so secure such Notes.
SECTION 4.7. Additional Amounts.
(a) With respect to any series of Notes, if any deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (i) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax, or (ii) any jurisdiction from or through which payment on the Notes of such series or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (i) and (ii), a “Relevant Taxing Jurisdiction”), shall at any time be required from any payments made with respect to the Notes of such series or the Guarantees, including payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, shall pay (together with such payments) such additional amounts pursuant to Paragraph 2 of the Notes (“Additional Amounts”).
(b) The Payor and each Guarantor or successor Guarantor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. Upon written request, the Payor and each Guarantor shall use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to each Holder. The Payor and each Guarantor or successor Guarantor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes.
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(c) At least 10 days prior to the first date on which payment of principal, premium, if any, or interest on the Notes of any series or the Guarantees is to be made, and at least 10 days prior to any subsequent such date if there has been any change with respect to the matters set forth in the Officers’ Certificate described in this Section 4.7, the Issuer shall furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and the Paying Agent that such payment of principal, premium, if any, or interest on the Notes (whether or not in the form of Definitive Notes) or any Guarantee shall be made to the Holders with withholding or deduction (but only in case such payment shall be made with such withholding or deduction) for, or on account of, Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction.
(d) Wherever in this Indenture or the Notes of such series there are mentioned, in any context, (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest or (iv) any other amount payable on or with respect to the Notes of such series or the Guarantees, such reference shall be deemed to include payment of Additional Amounts as described in this Indenture and such Notes to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(e) The Issuer shall indemnify the Trustee and the Paying Agent for, and hold them harmless against, any loss, liability or expense incurred without negligence, willful default or fraud on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished to them pursuant to this Section 4.7.
(f) Obligations under this Section 4.7 shall survive any termination, defeasance or discharge of this Indenture.
SECTION 4.8. Payment of Non-Income Taxes and Similar Charges. The Payor and each Guarantor or successor Guarantor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Notes of any series or any other document or instrument referred to herein or therein (other than a transfer of Notes subsequent to the initial offering of such Notes), or the receipt of any payments with respect to the Notes of any series, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside a Relevant Taxing Jurisdiction, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes of such series, the Guarantees or any other such document or instrument following the occurrence of any Event of Default with respect to such Notes. Obligations under this Section 4.8 will survive any termination, defeasance or discharge of this Indenture.
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ARTICLE V
HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE
SECTION 5.1. Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders. The Issuer and the Guarantors will furnish or cause to be furnished to the Trustee:
(a) semi-annually, not more than 15 days after each Record Date, a list for each series of Notes, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of the Notes of such series as of such Record Date; and
(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer or a Guarantor, as applicable, of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that if and so long as the Trustee shall be the Registrar for the Notes of a series, no such list need be furnished with respect to such series of Notes.
SECTION 5.2. Preservation of Information; Communications to Holders. Subject to compliance with its obligations pursuant to Section 312 of the TIA, the Trustee (i) shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 5.1 and the names and addresses of Holders received by the Trustee in its capacity as Registrar and (ii) may destroy any list furnished to it as provided in Section 5.1 upon receipt of a new list so furnished.
The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or any series of Notes, and the corresponding rights and privileges of the Trustee, shall be as provided by the TIA.
Every Holder of Notes, by receiving and holding the same, agrees with the Issuer, the Guarantors and the Trustee that none of the Issuer, the Guarantors, the Trustee or any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA.
SECTION 5.3. Reports by Trustee to Holders. Within 60 days after (i) the first anniversary of the first date of issuance of any series of Notes hereunder and (ii) each anniversary of such date, the Trustee shall transmit to each Holder a brief report dated as of such date that complies with Section 313(a) of the TIA (but if no event described in Section 313(a) of the TIA has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Section 313(b)(2) of the TIA. The Trustee shall also transmit all reports as required by Section 313(c) of the TIA and comply with Section 313(d) of the TIA.
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ARTICLE VI
SUCCESSOR CORPORATION
SECTION 6.1. Consolidation, Merger or Sale of Assets. The Issuer shall not, directly or indirectly: (a) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (b) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:
(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made (the “Successor Issuer”) is a company organized or existing under the laws of the United States, any state thereof or the District of Columbia, the United Kingdom or any member of the European Union on the issue date of the applicable series of Notes;
(2) the Successor Issuer (if other than the Issuer) assumes all the obligations of the Issuer under the applicable series of Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;
(3) immediately after such transaction, no Default or Event of Default exists; and
(4) each Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations in respect of this Indenture and the applicable series of Notes (unless such Guarantee shall be released in connection with the transaction and otherwise in compliance with this Indenture).
Smurfit Westrock (if it is not the Issuer, otherwise the prior paragraph shall apply to Smurfit Westrock as the Issuer) shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Smurfit Westrock is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of Smurfit Westrock and its Subsidiaries taken as a whole, in one or more related transactions, to another Person (other than the Issuer or another Guarantor) unless:
(1) Smurfit Westrock (or the Person formed by or surviving any such consolidation or merger (if other than Smurfit Westrock) or to which such sale, assignment, transfer, conveyance, lease or other disposition shall have been made (the “Smurfit Westrock Successor”)) shall have by supplemental indenture confirmed its Guarantee shall continue to apply to the Issuer’s obligations in respect of this Indenture and the applicable series of Notes or, in the case of a Smurfit Westrock Successor, expressly assumed all the obligations of Smurfit Westrock under its Guarantee under this Indenture and the applicable series of Notes;
(2) either (i) Smurfit Westrock is the surviving company; or (ii) the Smurfit Westrock Successor is a company organized or existing under the laws of the United States, any state thereof or the District of Columbia, the United Kingdom or any member of the European Union on the issue date of the applicable series of Notes; and
(3) immediately after such transaction, no Default or Event of Default exists.
For purposes of this Section 6.1, the sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of a Person, which properties and assets, if held by such Person instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Person on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Person.
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SECTION 6.2. Successor Corporation Substituted. If any consolidation, merger, sale, assignment, transfer, conveyance or disposition as described in Section 6.1 is consummated without causing an Event of Default, then the Successor Issuer or Smurfit Westrock Successor, as applicable, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer, in the case of a Successor Issuer, or Smurfit Westrock, in the case of a Smurfit Westrock Successor, under this Indenture with the same effect as if such Successor Issuer had been named as the Issuer herein or as if such Smurfit Westrock Successor had been named as Smurfit Westrock herein, as applicable, and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition) the predecessor corporation shall be relieved of all further obligations and covenants under this Indenture and the applicable series of Notes.
ARTICLE VII
DEFAULT AND REMEDIES
SECTION 7.1. Events of Default. Except as otherwise established in or pursuant to a Board Resolution or an Officers’ Certificate or in another manner specified, in each case, as contemplated by Section 2.1 for such Notes, whenever used herein with respect to the Notes of a series issued under this Indenture, “Event of Default” means any one of the following events which shall have occurred and be continuing:
(1) a default for 30 days in the payment when due of interest on, or Additional Amounts with respect to, such series of Notes;
(2) a default in payment when due of the principal of, or premium, if any, on such series of Notes;
(3) a failure by Smurfit Westrock or any of its Subsidiaries for 90 days after notice by the Trustee or by the Holders of at least 25% in principal amount of such series of Notes to comply with any of the other agreements in this Indenture;
(4) (A) a court having jurisdiction in the premises having entered a decree or order for (i) relief in respect of the Issuer, Smurfit Westrock (if not the Issuer) or any of its Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Ultimate Parent and its Subsidiaries), would constitute a Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestration or similar official of the Issuer, Smurfit Westrock (if not the Issuer) or any of its Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Ultimate Parent and its Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all of the property and assets of the Issuer, Smurfit Westrock (if not the Issuer) or any of its Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Ultimate Parent and its Subsidiaries), would constitute a Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Issuer, Smurfit Westrock (if not the Issuer) or any of its Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Ultimate Parent and its Subsidiaries), would constitute a Significant Subsidiary and, in each case, such decree or order remaining unstayed and in effect for a period of 30 consecutive days; or (B) the Issuer, Smurfit Westrock (if not the Issuer) or any of its Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Ultimate Parent and its Subsidiaries), would constitute a Significant Subsidiary (i) having commenced a voluntary case (including taking any action for the purpose of winding up) under any applicable bankruptcy, insolvency, examination, court protection or other similar law now or hereafter in effect, or consented to the entry of an order for relief in an involuntary case under any such law, (ii) having consented to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, examiner, administrator, sequestration or similar official of the Issuer, Smurfit Westrock (if not the Issuer) or any of its Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Ultimate Parent and its Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all of the property and assets of the Issuer, Smurfit Westrock (if not the Issuer) or any of its Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Ultimate Parent and its Subsidiaries), would constitute a Significant Subsidiary or (iii) having effected any general assignment for the benefit of creditors; or
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(5) any other Event of Default provided as contemplated by Section 2.1 with respect to such series of Notes.
An Event of Default with respect to any series of Notes would not necessarily constitute an Event of Default with respect to any other series of Notes.
SECTION 7.2. Acceleration. If an Event of Default arising under Section 7.1(4) occurs and is continuing with respect to the Notes of any series then outstanding, the principal of, premium, if any, accrued and unpaid interest, if any, and Additional Amounts, if any, on all outstanding Notes of such series shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee (upon request of Holders of at least 25% in principal amount of the Notes of such series subject to the Event of Default then outstanding) shall, by notice in writing to the Issuer, or the Holders of at least 25% in principal amount of the then outstanding Notes of such series may, by notice in writing to the Issuer and the Trustee, declare all Notes of such series to be due and payable, and any such notice shall specify the respective Event of Default and that such notice is a “notice of acceleration”, and the principal of, premium, if any, accrued and unpaid interest, if any, and Additional Amounts, if any, on all outstanding Notes of such series shall become immediately due and payable.
SECTION 7.3. Other Remedies. If an Event of Default occurs and is continuing with respect to the Notes of any series then outstanding, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or, premium, if any, interest or Additional Amounts, if any, on the Notes of such series subject to the Event of Default or to enforce the performance of any provision of such Notes or this Indenture.
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SECTION 7.4. The Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any series may be prosecuted and enforced by the Trustee without the possession of any of the Notes of such series or the production thereof in any proceeding relating thereto.
SECTION 7.5. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.7, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Notes of any series is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent or subsequent assertion or employment of any other appropriate right or remedy.
SECTION 7.6. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Notes may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Notes.
SECTION 7.7. Waiver of Past Defaults. Subject to Section 10.2, at any time after a declaration of acceleration with respect to a series of Notes as described in Section 7.2, the Holders of at least a majority in aggregate principal amount of the outstanding Notes of such series by written notice to the Trustee, may, on behalf of the Holders of all the Notes of such series, waive any existing Default or Event of Default (except with respect to a continuing Default or Event of Default in the payment of principal, premium, interest, Additional Amounts, if any, and other monetary obligations on such Notes) and rescind and annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, interest, Additional Amounts, if any, and other monetary obligations on such Notes that have become due solely by such declaration of acceleration have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Such waiver shall not excuse a continuing Default or Event of Default in the payment of principal of, premium and Additional Amounts, if any, and interest on such Notes held by a non-consenting Holder, or in respect of a covenant or a provision which cannot be amended or modified without the consent of each Holder affected. The Issuer shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders of the applicable series of Notes has consented to such waiver and attaching copies of such consents. When a Default or Event of Default is waived with respect to a series of Notes, it is cured and ceases with respect to such Notes.
SECTION 7.8. Control by Majority. Subject to Section 2.14, the Holders of not less than a majority in principal amount of the outstanding Notes of a series may, by written notice to the Trustee, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it with respect to the Notes of such series. Subject to Section 8.1, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of another Holder of the Notes of such series, or that would involve the Trustee in liability or expense; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification or security to its satisfaction against all losses, liabilities, costs and expenses incurred by it in taking or not taking such action.
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SECTION 7.9. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, interest when due and Additional Amounts, if any, no Holder may pursue any remedy with respect to this Indenture or the Notes of any series, unless:
(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;
(2) Holders of at least 25% in principal amount of the outstanding Notes of such series have requested the Trustee to pursue the remedy;
(3) such Holders have offered the Trustee indemnity or security to its satisfaction against any loss, liability or expense;
(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of such security or indemnity; and
(5) the Holders of a majority in principal amount of the outstanding Notes of such series have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.
SECTION 7.10. Collection Suit by Trustee. If an Event of Default in the payment of principal, premium, if any, interest or Additional Amounts, if any, specified in clause (1) or clause (2) of Section 7.1 occurs and is continuing with respect to the Notes of any series, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes of such series for the whole amount of principal and accrued interest remaining unpaid and Additional Amounts, if any, thereon and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.6.
SECTION 7.11. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, accountants and experts) and the Holders of any series of Notes allowed in any judicial proceedings relating to the Issuer, its creditors or its property or other obligor on the Notes of such series, its creditors and its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, accountants and experts, and any other amounts due the Trustee under Section 8.6. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, accountants and experts, and any other amounts due the Trustee under Section 8.6 out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders of the Notes of such series may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
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SECTION 7.12. Priorities. If the Trustee collects any money or property pursuant to this Article VII, it shall pay out the money or property in the following order:
First: To the Trustee, the Agents and their agents and attorneys for amounts due under Section 8.6, including payment of all compensation, fees, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;
Second: To Holders of the applicable series of Notes for amounts due and unpaid on the affected Notes for principal, premium, if any, interest and Additional Amounts, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the affected Notes for principal, premium, if any, interest and Additional Amounts, if any, respectively; and
Third: To the Issuer or any other obligor of the applicable series of Notes, as their interests may appear, or as a court of competent jurisdiction may direct.
The Trustee, upon prior notice to the Issuer, may fix a record date and a payment date for any payment to Holders pursuant to this Section 7.12; provided that the failure to give any such notice shall not affect the establishment of such record date or payment date for Holders pursuant to this Section 7.12.
SECTION 7.13. Restoration of Rights and Remedies. If the Trustee or any Holder of any Note has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall continue as though no such proceeding had been instituted.
SECTION 7.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 7.14 does not apply to a suit by the Trustee or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Notes of any series.
SECTION 7.15. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of, premium and Additional Amounts, if any, or interest, if any, on such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes of such series shall not be impaired or affected without the consent of such Holder.
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ARTICLE VIII
TRUSTEE
SECTION 8.1. Duties of Trustee. (a) If an Event of Default of which a Trust Officer of the Trustee has received written notice has occurred and is continuing with respect to the Notes of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any of the Holders of Notes of such series unless they shall have offered to the Trustee indemnity or security to its satisfaction against any loss, liability, cost or expense.
(b) Except during the continuance of an Event of Default with respect to any series of Notes of which a Trust Officer of the Trustee has received written notice:
(1) The Trustee and the Agents will perform only those duties as are specifically set forth herein and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee or the Agents.
(2) In the absence of bad faith on their part, the Trustee and the Agents may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions and such other documents delivered to them pursuant to Section 12.3 furnished to the Trustee or the Agents and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are required to be furnished to the Trustee or the Agents, the Trustee or the Agents, as applicable, shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own fraud or willful misconduct, except that:
(1) This paragraph does not limit the effect of subsection (b) of this Section 8.1.
(2) Neither the Trustee nor any Agent shall be liable for any error of judgment made in good faith by a Trust Officer of such Trustee or Agent, unless it is proved that the Trustee or such Agent was negligent in ascertaining the pertinent facts.
(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction of the Holders of a majority in aggregate principal amount of the outstanding Notes of any series, determined as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes of such series.
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(d) No provision of this Indenture shall require the Trustee or any Agent to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or it does not receive an indemnity or security satisfactory to it in its sole discretion against such risk, liability, loss, fee or expense which might be incurred by it in compliance with such request or direction.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 8.1.
(f) Neither the Trustee nor the Agents shall be liable for interest on any money received by them except as the Trustee and any Agent may agree in writing with the Issuer. Money held by the Trustee in trust or by any Agent need not be segregated from other funds except to the extent required by law.
(g) Any provision hereof relating to the conduct or affecting the liability of or affording protection to the Trustee or any Agent shall be subject to the provisions of this Section 8.1.
(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities in which it may serve, and to each Agent, custodian and other person employed to act hereunder.
SECTION 8.2. Rights of Trustee. Subject to Section 8.1:
(a) The Trustee and each Agent may rely conclusively on and shall be protected from acting or refraining from acting based upon any document believed by them to be genuine and to have been signed or presented by the proper Person. Neither the Trustee nor any Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Trustee or its Agents, as the case may be, in its discretion, may make reasonable further inquiry or investigation into such facts or matters stated in such document and if the Trustee or its Agents, as the case may be, shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Issuer, at reasonable times during normal business hours, personally or by agent or attorney. The Trustee shall not be deemed to have notice or any knowledge of any matter (including Defaults or Events of Default) unless a Trust Officer assigned to and working in the Trustee’s Trust & Security Services office has actual knowledge thereof or unless written notice thereof is received by the Trustee, Attention: Trust & Agency Services and such notice references the Notes of the applicable series generally, the Issuer or this Indenture.
(b) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate or Issuer Order and any resolution of the Board of Directors of the Issuer, as the case may be, may be sufficiently evidenced by a Board Resolution.
(c) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both, which shall conform to the provisions of Sections 12.3 and 12.4. Neither the Trustee nor any Agent shall be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.
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(d) The Trustee and any Agent may act through their attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee or such Agent) appointed with due care.
(e) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence or fraud.
(f) The Trustee or any Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(g) Subject to Section 10.2, the Trustee may (but shall not be obligated to), without the consent of the Holders of any series of Notes, give any consent, waiver or approval required by the terms hereof, but shall not without the consent of the Holders of not less than a majority in aggregate principal amount of the Notes of such series at the time outstanding (i) give any consent, waiver or approval or (ii) agree to any amendment or modification of this Indenture, in each case, that shall have a material adverse effect on the interests of any Holder of such series of Notes. The Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any consent, waiver, approval, amendment or modification shall have a material adverse effect on the interests of any Holder.
SECTION 8.3. Individual Rights of Trustee. The Trustee or any Agent in its respective individual or any other capacity may become the owner or pledgee of the Notes of any series and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not the Trustee or an Agent. However, in the event that the Trustee acquires any conflicting interest within the meaning of Section 310(b)(1) of the TIA, it must eliminate such conflict within 90 days or resign; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any indenture or indentures under which other securities or certificates of interest of participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met, other than the fact that such indentures are not described herein. Any Agent may do the same with like rights. The Trustee must comply with Sections 8.9 and 8.10.
SECTION 8.4. Trustee’s Disclaimer. The Trustee and the Agents shall not be responsible for and make no representation as to the validity, effectiveness, correctness or adequacy of this Indenture, any series of Notes, any Guarantee or any offering materials related to this Indenture or any series of Notes; it shall not be accountable for the Issuer’s use of the proceeds from the Notes of any series or any money paid to the Issuer or upon the Issuer’s direction under any provision hereof; it shall not be responsible for the use or application of any money received by any Agent and it shall not be responsible for any statement or recital herein of the Issuer, or any document issued in connection with the sale of the Notes of any series or any statement in the Notes of any series other than the Trustee’s certificate of authentication.
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SECTION 8.5. Notice of Default. If an Event of Default with respect to the Notes of any series occurs and is continuing and a Trust Officer of the Trustee has received written notice of such event, the Trustee shall mail to each Holder of the Notes of such series, as their names and addresses appear in the Register, notice of the uncured Default or Event of Default within 60 days after the Trustee receives such notice. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, interest or Additional Amounts, if any, on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of the Holders of the Notes of such series.
SECTION 8.6. Compensation and Indemnity. The Issuer shall pay to the Trustee and the Agents from time to time such reasonable compensation as the Issuer and the Trustee shall from time to time agree upon in writing for its acceptance of this Indenture and services hereunder. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee and the Agents upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any Agent’s negligence, willful misconduct or fraud. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s and Agents’ accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 9.4 hereof.
The Issuer agrees to pay the reasonable fees and expenses of the Trustee’s legal counsel in connection with its review, preparation and delivery of this Indenture and related documentation.
The Issuer shall indemnify each of the Trustee, any predecessor Trustee and the Agents (which, for purposes of this paragraph, include such Trustee’s and Agents’ Affiliates, officers, directors, employees and agents) and in any other capacity the Trustee may serve hereunder for, and hold them harmless against, any and all loss, damage, claim, expense or liability including taxes (other than taxes based on the income of the Trustee) incurred by the Trustee or an Agent without negligence, willful misconduct or fraud on its part, as determined by a court of competent jurisdiction in a final non-appealable decision in connection with acceptance of administration of this trust and performance of its duties under this Indenture, including the reasonable expenses and attorneys’ fees and expenses of defending itself against any claim of liability arising hereunder. The Trustee and the Agents shall notify the Issuer promptly of any claim asserted against the Trustee or such Agent for which they may seek indemnity. However, the failure by the Trustee or an Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer may defend the claim and the Trustee or such Agent shall cooperate in the defense (and may employ its own counsel reasonably satisfactory to the Trustee) at the Issuer’s expense. The Trustee or such Agent may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld.
To secure the Issuer’s payment obligations in this Section 8.6, the Trustee and the Agents shall have a senior Lien prior to the Notes of each series against all money or property held or collected by the Trustee and the Agents, in their respective capacities as Trustee or Agents, except money or property held in trust to pay principal or premium, if any, Additional Amounts, if any, or interest on the Notes of any series.
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The Issuer’s obligations under this Section 8.6 and any claim arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to Article IX and any rejection or termination under any Bankruptcy Law.
SECTION 8.7. Replacement of Trustee. The Trustee and any Agent may resign at any time upon 30 days’ prior written notice to the Issuer. The Holders of a majority in principal amount of the outstanding Notes of any series may remove the Trustee or any Agent with respect to such series by so notifying the Issuer and the Trustee or such Agent, as the case may be, in writing and may appoint a successor trustee or agent with respect to such series with the Issuer’s consent. A resignation or removal of the Trustee or any Agent and the appointment of a successor Trustee or Agent, as the case may be, shall become effective only upon the successor Trustee’s or Agent’s acceptance of appointment, as the case may be, as provided in this Section 8.7. The Issuer may remove the Trustee or an Agent if:
(1) the Trustee or the Agent, as the case may be, fails to comply with Section 8.9;
(2) the Trustee or the Agent, as the case may be, is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee or the Agent, as the case may be, under any Bankruptcy Law;
(3) a receiver or other public officer takes charge of the Trustee or the Agent, as the case may be, or its respective property; or
(4) the Trustee or the Agent, as the case may be, becomes incapable of acting with respect to its duties hereunder.
If the Trustee or an Agent resigns or is removed or if a vacancy exists in the office of Trustee or Agent for any reason, the Issuer shall notify each Holder of the applicable series of Notes of such event and shall promptly appoint a successor Trustee or Agent, as the case may be. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes of such series may, with the Issuer’s consent, appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.
A successor Trustee or Agent, as the case may be, shall deliver a written acceptance of its appointment to the retiring Trustee or Agent and to the Issuer. Immediately thereafter, the retiring Trustee or Agent, as the case may be, shall transfer, after payment of all sums then owing to the Trustee or Agent, as the case may be, pursuant to Section 8.6, all property held by it as Trustee or Agent to the successor Trustee or Agent, subject to the Lien provided in Section 8.6, the resignation or removal of the retiring Trustee or Agent, as the case may be, shall become effective, and the successor Trustee or Agent, as the case may be, shall have all the rights, powers and duties of the Trustee or Agent under this Indenture. A successor Trustee or Agent shall mail notice of its succession to each Holder of the applicable series of Notes.
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If a successor Trustee or Agent does not take office within 60 days after the retiring Trustee or Agent resigns or is removed, (i) the retiring Trustee or Agent (as the case may be), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes of the applicable series may petition any court of competent jurisdiction for the appointment of a successor Trustee or Agent or (ii) the retiring Trustee or Agent may appoint a successor Trustee or Agent, as applicable, at any time prior to the date on which a successor Trustee or Agent takes office; provided that such appointment shall be reasonably satisfactory to the Issuer.
If the Trustee or any Agent, after written request by any Holder of the applicable series of Notes who has been a Holder for at least six months, fails to comply with Section 8.9, such Holder may petition any court of competent jurisdiction for the removal of the Trustee or Agent, as the case may be, and the appointment of a successor thereto.
Notwithstanding replacement of the Trustee or any Agent pursuant to this Section 8.7, the Issuer’s obligations under Section 8.6 shall continue for the benefit of the retiring Trustee or Agent, as the case may be, and the Issuer shall pay to any replaced or removed Trustee or Agent all amounts owed under Section 8.6 upon such replacement or removal.
SECTION 8.8. Successor Trustee by Merger, etc. If the Trustee or any Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to another corporation or banking association, the resulting, surviving or transferee corporation, without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee or Agent. In case Notes of any series shall have been authenticated, but not delivered, by the Trustee then in office, any successor by consolidation, merger or conversion to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.
SECTION 8.9. Eligibility; Disqualification. There shall at all times be one (and only one) Trustee hereunder with respect to the Notes of each series, which may be Trustee hereunder for Notes of one or more other series. Each Trustee shall be a Person organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $100.0 million as set forth in the most recent applicable published annual report of condition. The Trustee shall not be deemed to have a conflict of interest under or in respect of its duties under this Indenture except and to the extent provided for in Section 310(b)(1) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met, other than the fact that such indentures are not described herein.
SECTION 8.10. Disqualification; Conflicting Interests. Within 90 days after becoming aware that a material conflict of interest exists between the Trustee’s role as a trustee and any other capacity, the Trustee shall either (i) eliminate such conflict of interest or (ii) resign from office; provided, however, that this Indenture, the Notes of any series and the Guarantees shall remain valid notwithstanding a material conflict of interest of the Trustee.
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SECTION 8.11. Preferential Collection of Claims Against Issuer. The Trustee shall comply with Section 311(a) and 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein.
SECTION 8.12. Force Majeure. In no event shall the Trustee or any Agent, in each of its capacities hereunder, be liable for any failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, epidemics, pandemics, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services or the obligations contemplated by this Indenture.
SECTION 8.13. Consequential Loss. Notwithstanding anything to the contrary in this Indenture, in no event shall the Trustee or any Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or such Agent has been advised of such loss or damage and regardless of the form of action.
ARTICLE IX
SATISFACTION AND DISCHARGE OF INDENTURE
SECTION 9.1. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, with respect to the Notes of any series, elect to have either Section 9.2 or 9.3 be applied to all outstanding Notes of such series upon compliance with the conditions set forth below in this Article IX.
SECTION 9.2. Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 9.1 of the option applicable to this Section 9.2 with respect to Notes of any series, the Issuer shall be deemed to have been discharged from its obligations with respect to the outstanding Notes of such series and the Guarantors shall be deemed to have been discharged from their obligations with respect to their Guarantees of the Notes of such series, in each case on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged all the obligations relating to the outstanding Notes of such series and such Notes shall thereafter be deemed to be “outstanding” only for the purposes of Section 9.6, Section 9.8 and the other Sections of this Indenture referred to below in this Section 9.2, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture and cured all then existing Events of Default (in each case with respect to the Notes of such series) (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:
(1) the rights of Holders of outstanding Notes of such series to receive payments in respect of the principal of, premium, if any, interest and Additional Amounts, if any, on such Notes when such payments are due (including on a Redemption Date) from the trust created pursuant to this Indenture;
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(2) the Issuer’s obligations with respect to such Notes concerning issuing temporary Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith set forth in Article VIII hereof; and
(4) this Article IX and the obligations set forth in Section 9.6 hereof.
Subject to compliance with this Article IX, the Issuer may exercise its option under Section 9.2 notwithstanding the prior exercise of its option under Section 9.3 with respect to the Notes of any series. If the Issuer exercises its Legal Defeasance option with respect to the Notes of any series, payment of the Notes of such series may not be accelerated because of an Event of Default.
SECTION 9.3. Covenant Defeasance. Upon the Issuer’s exercise under Section 9.1 of the option applicable to this Section 9.3 with respect to the Notes of any series, (a) the Issuer and the Guarantors shall be released from their obligations under Sections 4.4, 4.6 and 6.1 and any covenants provided pursuant to Section 2.1(23), 10.1(b) or 10.1(g) for the benefit of the Holders of such Notes and (b) the occurrence of any event specified in Sections 7.1(3) (insofar as it relates to Sections 4.4, 4.6 and 6.1 and any covenants provided pursuant to Section 2.1(23), 10.1(b) or 10.1(g)) or 7.1(5) shall be deemed not to be or result in an Event of Default, in each case with respect to such Notes as provided in this Section on and after the date the conditions set forth in Section 9.4 are satisfied (hereinafter, “Covenant Defeasance”) and the Notes of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For the purposes hereof, such Covenant Defeasance means that, (i) with respect to the outstanding Notes of the applicable series, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant with respect to such Notes, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and (ii) payment on such Notes may not be accelerated because of an Event of Default specified in Sections 7.1(3) (insofar as it relates to Sections 4.4, 4.6 and 6.1 and any covenants provided pursuant to Section 2.1(23), 10.1(b) or 10.1(g)) or 7.1(5).
SECTION 9.4. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 9.2 or Section 9.3 to any series of Notes:
(1) the Issuer must irrevocably deposit with the Trustee (or such other entity designated or appointed by the Trustee for this purpose), in trust, for the benefit of the Holders of the Notes of such series, (i) money in the currency in which payment of the Notes of such series is to be made; (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Notes of such series is to be made; or (iii) a combination thereof, in each case, in an amount that will be sufficient, in the opinion of an internationally recognized firm of independent public accountants, to pay the principal of, interest, premium and Additional Amounts, if any, on the outstanding Notes of such series on the stated maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;
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(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee and in form and substance reasonably satisfactory to the Trustee confirming that (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee and in form and substance reasonably satisfactory to the Trustee confirming that the Holders of the outstanding Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default with respect to such series of Notes shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);
(5) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes of such series over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and
(6) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and in form and substance reasonably satisfactory to the Trustee, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
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SECTION 9.5. Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect as to any Notes or any series of Notes issued hereunder (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for) when:
(1) either (i) all such Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) shall have been delivered to the Trustee or the Registrar for cancellation; or (ii) all such Notes that have not been delivered to the Trustee or the Registrar for cancellation shall have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year, or if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, and the Issuer has irrevocably deposited with the Trustee (or such other entity designated or appointed by the Trustee for this purpose), in trust, for the benefit of the Holders of such Notes, (x) money in the currency in which payment of the Notes of such series is to be made; (y) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Notes of such series is to be made; or (z) a combination thereof, in each case, in an amount that is sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series not delivered to the Trustee or the Registrar for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;
(2) no Default or Event of Default with respect to the Notes of such series shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit;
(3) the Issuer and each Guarantor shall have paid or caused to be paid all sums payable by them under this Indenture with respect to the Notes of such series;
(4) the Issuer shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the redemption date, as the case may be; and
(5) the Issuer shall have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to such Notes have been satisfied.
SECTION 9.6. Survival of Certain Obligations. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes of any series, the obligations of the Issuer to the Trustee under Section 8.6, the obligations of the Trustee to any Authenticating Agent under Section 2.4, shall survive such satisfaction and discharge, and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (1) of Section 9.5, the obligations of the Trustee under Section 9.8 and the last paragraph of Section 4.3 shall survive such satisfaction and discharge.
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SECTION 9.7. Acknowledgment of Discharge by Trustee. Subject to Section 9.10, after (i) the conditions of Section 9.4 or 9.5 have been satisfied, (ii) the Issuer has paid or caused to be paid all other sums payable with respect to the Notes of any series under this Indenture by the Issuer and the Guarantors and (iii) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee, each stating that all conditions precedent relating to the satisfaction and discharge of this Indenture with respect to the Notes of a series have been complied with, the Trustee upon written request shall acknowledge in writing the discharge of all of the Issuer’s obligations under this Indenture with respect to the Notes of such series, except for those surviving obligations specified in this Article IX.
SECTION 9.8. Application of Trust Moneys. All cash and Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Sections 9.4 or 9.5 shall be held in trust and applied by it, in accordance with the provisions of this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of the Notes of the applicable series of all sums due and to become due thereon for principal, premium, if any, interest and Additional Amounts, if any, on the Notes, but such cash and Government Obligations need not be segregated from other funds except to the extent required by law.
The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Obligations deposited pursuant to Section 9.4 or 9.5 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes of the applicable series.
SECTION 9.9. Repayment to the Issuer; Unclaimed Money. The Trustee and any Paying Agent shall promptly pay or return to the Issuer upon Issuer Order any cash or Government Obligations held by them at any time that are not required for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes of any series for which cash has been deposited pursuant to Section 9.4 or 9.5.
Any cash or Government Obligations held by the Trustee in trust or any Paying Agent under this Article, for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes of any series and remaining unclaimed for two years after such principal, premium, if any, interest and Additional Amounts, if any, has become due and payable shall be paid to the Issuer upon Issuer Order or if then held by the Issuer shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer and the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of such series that such cash and Government Obligations remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification, any unclaimed balance of such cash and Government Obligations then remaining will be repaid to the Issuer.
SECTION 9.10. Reinstatement. If the Trustee or any Paying Agent is unable to apply any cash or Government Obligations in accordance with Sections 9.2, 9.3, 9.4 or 9.5 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes of the applicable series shall be revived and reinstated as though no deposit had occurred pursuant to Sections 9.2, 9.3, 9.4 or 9.5 until such time as the Trustee or Paying Agent is permitted to apply all such cash or Government Obligations in accordance with Sections 9.2, 9.3, 9.4 or 9.5; provided, however, that if the Issuer has made any payment of interest on, premium, if any, principal and Additional Amounts, if any, on the Notes of such series because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash or Government Obligations held by the Trustee or Paying Agent.
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ARTICLE X
AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 10.1. Without Consent of Holders of Notes. Notwithstanding Section 10.2 hereof, the Issuer, the applicable Guarantors and the Trustee together may amend or supplement this Indenture, any series of Notes or the Guarantees without the consent of any Holder of a Note:
(a) to evidence the succession of another Person to the Issuer or Smurfit Westrock (if not the Issuer) under this Indenture and the Notes of any series and the assumption by such successor of the obligations of the Issuer or Smurfit Westrock hereunder;
(b) to add covenants for the benefit of the Holders of all or any series of Notes (and if such covenants are to be for the benefit of less than all series of Notes, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer with regard to all or any series of Notes (and if any such surrender is to be made with regard to less than all series of Notes, stating that such surrender is expressly being made solely with regard to such series);
(c) to add any additional Events of Default for the benefit of the Holders of all or any series of Notes (and if such additional Events of Default are to be for the benefit of less than all series of Notes, stating that such additional Events of Default are expressly being included solely for the benefit of such series);
(d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form;
(e) to add to, change or eliminate any of the provisions of this Indenture in respect of all or any series of Notes (and if such addition, change or elimination is to apply to less than all series of Notes, stating that it is expressly being made to apply solely with respect to such series); provided that any such addition, change or elimination (1) shall neither (i) apply to any Note of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Note with respect to such provision or (2) shall become effective only when there is no such Note outstanding;
(f) to secure the Notes of any series or any Guarantee with respect to such Notes;
(g) to establish the form or terms of Notes of any series hereunder;
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(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.7;
(i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein;
(j) to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this clause (j) shall not adversely affect the interests of the Holders of any Notes of any outstanding series in any material respect;
(k) to add one or more Guarantors with respect to the Notes as parties to this Indenture or to release Guarantors in accordance with the provisions of this Indenture;
(l) to qualify this Indenture under the TIA;
(m) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Notes; provided that such action does not adversely affect the interests of the Holders of Notes of such series or any other series;
(n) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Notes may be listed or traded;
(o) to comply with the rules of any applicable Depositary;
(p) subject to any limitations established pursuant to Section 2.1, to provide for the issuance of additional Notes of any series; or
(q) to conform any provision of this Indenture, any supplemental indenture, one or more series of Notes or any related Guarantees or security documents, if any, to the description of such Notes contained in any prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the Notes of such series.
Notwithstanding anything to the contrary in the paragraph above, in order to effect an amendment authorized by clause (k) above, it shall only be necessary for the supplemental indenture providing for the accession of such additional Guarantor to be duly authorized and executed by the Issuer, such additional Guarantor and the Trustee. Any other amendments permitted by this Indenture need only be duly authorized and executed by Issuer and the Trustee.
Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 10.5, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture which adversely affects its own rights, duties or immunities hereunder or otherwise.
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SECTION 10.2. With Consent of Holders of Notes. The Issuer, the applicable Guarantors and the Trustee may amend or supplement this Indenture, any series of Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding affected by such amendment or supplement (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes), and, subject to Section 7.7, any existing Default, an Event of Default or its consequences or compliance with any provision of this Indenture, such series of Notes or the Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding affected by such waiver (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes). However, without the consent of each Holder affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of such Notes;
(c) reduce the rate of or change the time for payment of interest on such Notes;
(d) reduce the premium or amount payable upon the redemption of such Note or change the time at which such Notes may be redeemed as described in paragraphs 7 and 8 of such Notes;
(e) waive a Default or Event of Default in the payment of principal of, or interest, premium or Additional Amounts, if any, on such Notes (except a rescission of acceleration of such Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);
(f) make any Note payable in money other than that stated in such Notes;
(g) make any change in the provisions of this Indenture relating to the rights of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Guarantee in respect thereof;
(h) waive a redemption payment with respect to such Notes;
(i) make any change in the provisions of this Indenture described in Section 4.7 hereof and paragraph 2 of such Notes that adversely affects the rights of any Holder of such Notes or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Payor agrees to pay Additional Amounts, if any, in respect thereof;
(j) make any change in the preceding amendment and waiver provisions; or
(k) if such Notes are convertible into or for any other securities or property of the Issuer, make any change that adversely affects in any material respect the right to convert any Note of such series (except as permitted by Section 10.1) or decrease the conversion rate or increase the conversion price of any such Note of such series, unless such decrease or increase is permitted by the terms of such Note.
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Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes of the applicable series as aforesaid, and upon receipt by the Trustee of the documents described in Section 10.5, the Trustee shall join with the Issuer and the applicable Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities hereunder or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of the applicable series of Notes under this Section 10.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders of the applicable series of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
SECTION 10.3. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder of a Note.
SECTION 10.4. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer, in exchange for all Notes of a series, may issue and the Trustee shall authenticate new Notes of such series that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.
SECTION 10.5. Trustee to Sign Amendments, etc. The Trustee shall, at the cost and expense of the Issuer, execute any amendment, supplement or waiver authorized pursuant to this Article X; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which adversely affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive indemnity reasonably satisfactory to it, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that (i) the execution of any amendment, supplement or waiver authorized pursuant to this Article X is authorized or permitted by this Indenture and (ii) subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws affecting the rights of creditors generally and to the principles of equity, whether considered in a proceeding at law or in equity, constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms; provided that the Trustee may, in its sole discretion, waive the requirement of an Opinion of Counsel with respect to clause (i).
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ARTICLE XI
GUARANTEES
SECTION 11.1. Guarantee. (a) Subject to the provisions of Section 11.2 hereof and any other limitations under applicable law, each Guarantor (which for the avoidance of doubt, shall include (i) Smurfit Westrock, if either SKT or SWF is the Issuer, (ii) SKT, if either Smurfit Westrock or SWF is the Issuer, and (ii) SWF, if either Smurfit Westrock or SKT is the Issuer) hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes issued pursuant to this Indenture and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes and all other obligations of the Issuer under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guarantee Obligations”). Each Guarantor further agrees (to the extent permitted by and subject to requirements under applicable law) that the Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article XI (to the extent permitted by and subject to requirements under applicable law), notwithstanding any extension or renewal of any Guarantee Obligation.
(b) To the extent permitted by law, each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guarantee Obligations and also waives notice of protest for nonpayment, including, for the avoidance of doubt, any right of subrogation in relation to the Holders in respect of any such Guarantee Obligations. Each Guarantor waives notice of any default under the Notes or the Guarantee Obligations. The obligations of each Guarantor hereunder shall not (to the extent permitted by and subject to requirements under applicable law) be affected by: (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer, any other Guarantor or any other person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guarantee Obligations or any of them; or (v) any change in the ownership of the Issuer.
(c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantee Obligations.
(d) Subject to the provisions of Section 11.2 hereof, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantee Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent permitted by law) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantee Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not (to the extent permitted by law) be discharged or impaired or otherwise affected by (i) the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement; (ii) any waiver or modification of any thereof; (iii) any default, failure or delay, willful or otherwise, in the performance of the Guarantee Obligations; or (iv) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.
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(e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, interest or Additional Amounts, if any, on any of the Guarantee Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization (including examinership) of the Issuer or otherwise.
(f) Subject to the provisions of Section 11.2 hereof, in furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guarantee Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee for and on behalf of itself and the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantee Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantee Obligations then due and owing (but only to the extent not prohibited by law). Payments made under the Guarantees shall be made to the Trustee on behalf of the Holders.
(g) Each Guarantor further agrees that, as between it, on the one hand, and the Holders, on the other hand, but subject always to Section 11.2 hereof, (x) the maturity of the Guarantee Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantee Obligations, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purposes of its Guarantee.
(h) Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 11.1.
(i) Neither the Issuer nor the Guarantors shall be required to make a notation on the Notes of any series to reflect any Guarantee or any release, termination or discharge thereof.
SECTION 11.2. Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guarantee Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally or other considerations under applicable law.
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(b) The liability of each Guarantor under this Article XI shall be limited to the extent of the limitations (if any) set out in any supplemental indenture executed by a Subsidiary providing for a Guarantee.
SECTION 11.3. Successors and Assigns. This Article XI shall be binding upon each Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes of the applicable series shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.
SECTION 11.4. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article XI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise.
SECTION 11.5. Modification. No modification, amendment or waiver of any provision of this Article XI, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.
SECTION 11.6. Release of Guarantor. The Guarantee of a Guarantor will be released with respect to the Notes:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Smurfit Westrock or a Subsidiary of Smurfit Westrock;
(2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Smurfit Westrock or a Subsidiary of Smurfit Westrock, if the Guarantor ceases to be a Subsidiary of Smurfit Westrock as a result of the sale or other disposition;
(3) upon the release or discharge of the guarantee or other obligation of such Guarantor under the Revolving Facility Agreement, or such other guarantee or other obligation that resulted in the creation of such Guarantee, except a release or discharge by or as a result of payment under such guarantee; provided that the guarantee of such Guarantor under the Existing Notes has been released or is concurrently released;
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(4) by written notice from the Issuer to the Trustee if such Guarantor does not then guarantee any obligations under any of the Existing Notes (after giving effect to Indebtedness and guarantees concurrently being released or repaid);
(5) in accordance with Article IX;
(6) upon the full and final payment and performance of all obligations of the Issuer and the Guarantors under this Indenture and the Notes;
(7) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided for in Article VIII; or
(8) by written notice from the Issuer to the Trustee so long as the Notes have an Investment Grade rating from two or more Rating Agencies; provided that none of the Existing Notes are guaranteed by such Guarantor (after giving effect to guarantees concurrently being released) and no Default or Event of Default shall have occurred and be continuing at the time of such written notice,
*provided, however,*that, notwithstanding the above, any Guarantee by Smurfit Westrock may only be released to the extent that the Ultimate Parent has provided a Guarantee of the Notes (other than any release pursuant to clauses (5), (6) and (7) above).
At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
ARTICLE XII
MISCELLANEOUS
SECTION 12.1. Notices, Etc. to Trustee, the Issuer and any Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:
(1) the Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be by facsimile or electronic transmission) to or with the Trustee at:
Deutsche Bank Trust Company Americas
Trust and Securities Services
1 Columbus Circle, 4th Floor
Mail Stop: NYC01-0417
New York, New York 10019
USA
Attn: Corporates Team, Smurfit Westrock, AA8433
or
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(2) the Issuer or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Issuer at the address of Smurfit Westrock’s principal office specified in writing to the Trustee, which shall be, until further notice:
Attention: Secretary
Smurfit Westrock plc
Beech Hill
Clonskeagh
Dublin 4
Ireland
Email address: investor.relations@smurfitwestrock.com
with a copy to:
Attention: Stuart Morrissy
Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
USA
Email: stuart.morrissy@hoganlovells.com
SECTION 12.2. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Register, or by electronic transmission, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice when mailed to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.
Where this Indenture provides for notice of any event to a Holder of a Global Note, such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), pursuant to the applicable procedures of the Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice.
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SECTION 12.3. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee or an Agent to take any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee such certificates and opinions as may be required under the TIA; provided, however, that no Opinion of Counsel shall be required in connection with (i) the issuance of Notes that are part of any series as to which such an opinion required under the TIA has been furnished, (ii) a request by the Issuer that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officers’ Certificate with respect to such notice, or (iii) a cancellation order delivered pursuant to Section 2.10. Each such certificate and opinion shall be given in the form of an Officers’ Certificate, if to be given by an Officer of the Issuer, and an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the TIA and any other requirements set forth in this Indenture.
In any case where several matters are required to be certified by, or covered by an Opinion of Counsel of, any specified Person, it is not necessary that all such matters be certified by, or covered by the Opinion of Counsel of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an Opinion of Counsel with respect to some matters and one or more such Persons as to other matters, and any such Person may certify or give an Opinion of Counsel as to such matters in one or several documents.
Any certificate of an Officer of the Issuer may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, that such Opinion of Counsel with respect to the matters upon which his or her certificate is based are erroneous. Any Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon a certificate of, or representations by, an Officer or Officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.
SECTION 12.4. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(1) a statement that the Person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with, provided, however, that an issuer of an Opinion of Counsel may reasonably rely as to any matter of fact on an Officers’ Certificate or a certificate of a public official.
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SECTION 12.5. Acts of Holders; Record Dates.
Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 8.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section.
Without limiting the generality of the foregoing, a Holder, including a Depositary that is a Holder of a Global Note, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Note may provide its proxy or proxies to the Beneficial Owners of interests in any such Global Note.
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.
The ownership, principal amount and serial numbers of Notes held by any Person, and the date of commencement of such Person’s holding the same, shall be proved by the Register.
Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.
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The Issuer may set any day as a record date for the purpose of determining the Holders of outstanding Notes of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes of such series, but the Issuer shall have no obligation to do so; provided that the Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of outstanding Notes of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of outstanding Notes of such series on such record date. Nothing in this paragraph shall be construed to prevent the Issuer from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of outstanding Notes of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes of the relevant series in the manner set forth in Section 12.1 or Section 12.2.
The Trustee may set any day as a record date for the purpose of determining the Holders of outstanding Notes of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 7.2, (iii) any request to institute proceedings referred to in Section 7.9 or (iv) any direction referred to in Section 7.8, in each case with respect to Notes of such series. If any record date is set pursuant to this paragraph, the Holders of outstanding Notes of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of outstanding Notes of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of outstanding Notes of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Issuer’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer in writing and to each Holder of Notes of the relevant series in the manner set forth in Section 12.1 or Section 12.2.
With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Notes of the relevant series in the manner set forth in Section 12.2, on or prior to the then existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day following such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day following the applicable record date.
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Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.
SECTION 12.6. Legal Holidays. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.
SECTION 12.7. Governing Law. Each of this Indenture, the Notes of any series and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 12.8. Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waive the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate and appoint Smurfit WestRock US Holdings Corporation (the “Authorized Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer and each Guarantor represent and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process. The Issuer and each Guarantor agree that service of process upon its Authorized Agent and written notice of said service to the Issuer or a Guarantor, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer expressly accepts the jurisdiction of any such court in any such action. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. Each party to this Indenture waives, to the fullest extent permitted by applicable law, any right that it may have to a trial by jury in respect of any proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.8 are intended to be effective upon the execution of this Indenture and the Notes of any series without any further action by the Issuer, any Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.
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SECTION 12.9. No Personal Liability of Directors, Officers, Employees, Incorporators or Stockholders. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes of any series, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
SECTION 12.10. Currency Calculation. Except as otherwise specifically set forth herein, for purposes of determining compliance with any Dollar-denominated restriction herein, the Dollar-equivalent amount for purposes hereof that is denominated in a Non-Dollar Currency shall be calculated based on the relevant currency exchange rate in effect on the date such Non-Dollar Currency amount is incurred or made, as the case may be. The Trustee or Paying Agent shall have no obligation or responsibility to calculate or confirm such calculation.
SECTION 12.11. Successors. All agreements of the Issuer and the Guarantors in this Indenture, the Notes of any series and the Guarantees shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successor.
SECTION 12.12. Counterpart Originals. All parties hereto may sign any number of copies of this Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent one and the same agreement. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all other related documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any other related document or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or other documents related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.
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SECTION 12.13. Severability. In case any one or more of the provisions in this Indenture or in the Notes of any series shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
SECTION 12.14. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 12.15. Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the date first written above.
| Very truly yours, | ||
|---|---|---|
| SMURFIT KAPPA TREASURY UNLIMITED COMPANY | ||
| By: | /s/<br>Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorised Signatory | |
| By: | /s/<br>Gillian Carson-Callan | |
| --- | --- | --- |
| Name: | Gillian Carson-Callan | |
| Title: | Authorised Signatory |
[Signature Page to the Indenture]
| SMURFIT WESTROCK FINANCING DAC | ||
|---|---|---|
| By: | /s/<br>Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorised Signatory | |
| By: | /s/<br>Gillian Carson-Callan | |
| --- | --- | --- |
| Name: | Gillian Carson-Callan | |
| Title: | Authorised Signatory |
[Signature Page to the Indenture]
| Smurfit Westrock plc | ||
|---|---|---|
| Smurfit Kappa Group LIMITED | ||
| Smurfit Kappa Investments Limited | ||
| Smurfit<br>Kappa Acquisitions Unlimited Company | ||
| Smurfit<br>Kappa Treasury Funding Designated Activity Company | ||
| By: | /s/<br>Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Authorized Attorney | |
| By: | /s/<br>Gillian Carson-Callan | |
| --- | --- | --- |
| Name: | Gillian Carson-Callan | |
| Title: | Authorized Attorney |
[Signature Page to the Indenture]
| Smurfit International B.V. | ||
|---|---|---|
| By: | /s/<br>P.J.A. Koelewijn | |
| Name: | P.J.A. Koelewijn | |
| Title: | Authorized Signatory | |
| By: | /s/<br>Marc van der Velden | |
| --- | --- | --- |
| Name: | Marc van der Velden | |
| Title: | Authorized Attorney |
[Signature Page to the Indenture]
| Smurfit<br>WestRock US Holdings Corporation | ||
|---|---|---|
| WestRock<br>Company | ||
| WestRock<br>MWV, LLC | ||
| WRKCo.<br>Inc. | ||
| By: | /s/<br>Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| By: | /s/<br>Steven B. Nickerson | |
| --- | --- | --- |
| Name: | Steven B. Nickerson | |
| Title: | Secretary |
[Signature Page to the Indenture]
| WestRock RKT, LLC | ||
|---|---|---|
| By: | /s/<br>Ken Bowles | |
| Name: | Ken Bowles | |
| Title: | Chief Financial Officer, Smurfit Westrock Group | |
| By: | ||
| --- | --- | --- |
| /s/<br>Steven B. Nickerson | ||
| Name: | Steven B. Nickerson | |
| Title: | Secretary |
[Signature Page to the Indenture]
| Deutsche<br> Bank Trust Company Americas, as Trustee, Paying<br> Agent, Transfer Agent and Registrar | ||
|---|---|---|
| By: | /s/<br> Denise Kellerk | |
| Name: | Denise Kellerk | |
| Title: | Vice President | |
| By: | /s/<br> Carol Ng | |
| Name: | Carol Ng | |
| Title: | Vice President |
[Signature Page to the Indenture]
SCHEDULE A
SUBSIDIARY GUARANTORS
| Name | Jurisdiction | Registration Number (or equivalent, if any) |
|---|---|---|
| Smurfit<br> Kappa Group Limited | Ireland | 433527 |
| Smurfit<br> Kappa Investments Limited | Ireland | 380620 |
| Smurfit<br> Kappa Acquisitions Unlimited Company | Ireland | 358039 |
| Smurfit<br> Kappa Treasury Funding Designated Activity Company | Ireland | 239631 |
| Smurfit<br> Kappa Treasury Unlimited Company (when it is not the Issuer under this Indenture) | Ireland | 177324 |
| Smurfit<br> Westrock Financing Designated Activity Company (when it is not the Issuer under this Indenture) | Ireland | 774613 |
| Smurfit<br> International B.V. | Netherlands | 33149443 |
| Smurfit<br> WestRock US Holdings Corporation | State<br> of Delaware | 7665333 |
| WestRock<br> Company | State<br> of Delaware | 6727858 |
| WestRock<br> MWV, LLC | State<br> of Delaware | 3429632 |
| WRKCo.<br> Inc. | State<br> of Delaware | 5688407 |
| WestRock<br> RKT, LLC | State<br> of Georgia | J518706 |
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EXHIBIT A
TO THE INDENTURE
[FORM OF FACE OF GLOBAL NOTE]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.
[Global Notes Legend]
UNLESS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
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[insert name of applicable issuer]
[insert title of the notes]
| CUSIP: |
|---|
| ISIN: |
| No. |
| --- |
[Insert name of applicable Issuer], a [·] company incorporated under the laws of [·] and having its registered office at [·] (the “Issuer”, which term includes any successor corporation), for value received promises to pay ________ to [·] or registered assigns upon surrender hereof the principal sum indicated on Schedule A hereof, on [·], [·].
Interest Payment Dates: [·] [·] and [·] [·] of each year, commencing [·], [·].
Record Dates: [·] [·] and [·] [·] of each year.
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or electronically by its duly authorized officers.
| Dated: | |
|---|---|
| [Insert name of applicable Issuer] | |
| By: | |
| Name: | |
| Title: | |
| By: | |
| Name: | |
| Title: |
[Signature Page to Global Note]
This is one of the Notes referred to
in the within-mentioned Indenture:
| Deutsche Bank Trust Company Americas,<br><br>as Authenticating Agent for<br><br>Deutsche Bank Trust Company Americas, as Trustee |
|---|
| By: |
| Name: |
| Title: |
| Dated: |
[Signature Page to Global Note]
[FORM OF REVERSE]
[Insertname of applicable issuer]
[insert tiTle of the notes]
1. Interest. [INSERT NAME OF APPLICABLE ISSUER], a [·] company incorporated under the laws of [·] and having its registered office at [·] (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on the Notes will be payable [semi-annually] in arrears on [·] [·] and [·] [·] of each year, commencing [·], [·]. The Issuer will make each interest payment to the Holders of record at the close of business on the immediately preceding [·] [·] and [·] [·] of each year. Rights of holders of beneficial interests to receive such payments will be subject to applicable procedures of DTC. Interest on the Notes will accrue at the rate of [[·]% per annum] on the aggregate nominal amount of the Notes outstanding. Interest accruing on all Notes then outstanding shall be payable in cash. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a [360-day year consisting of twelve 30-day months].
Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set forth herein.
2. Additional Amounts. All payments made by the Payor on the Notes or any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:
(1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or Beneficial Owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or Beneficial Owner having any present or former connection with such Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee;
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(2) any Taxes that would not have been imposed if the Holder or Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);
(3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);
(4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period);
(5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee;
(6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;
(7) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or Beneficial Owner who would have been able to avoid such Tax by presenting the Note to, or otherwise accept payment from, another paying agent in a member state of the European Union;
(8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the issue date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof;
(9) all United States backup withholding taxes;
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(10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or
(11) any combination of clauses (1) through (10) above.
Such Additional Amounts will also not be payable where, had the Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (11) inclusive above.
Upon request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.
3. Method of Payment. The Issuer shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the Record Date with respect to such Notes immediately preceding the interest payment date for such interest. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay all amounts owing hereunder in [Dollars][Non-DollarsCurrency]. Immediately available funds for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on this Note due on any interest payment date, maturity date, Redemption Date or other repurchase date will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Holders on such respective dates.
4. Paying Agent, Registrar and Transfer Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. In the event that a Paying Agent or Transfer Agent is replaced, the Issuer will provide notice thereof as set forth in the Indenture. The Issuer may change any Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may, subject to certain exceptions, act in any such capacity.
5. Indenture. The Issuer issued the Notes under an Indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated [·], pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), establishing certain terms of the Notes, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar. This Note is one of a duly authorized issue of Notes of the Issuer designated as its [Insert Title of the Notes] (the “Notes”). The terms of the Notes include those stated in the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture for a statement of them. The Notes are senior obligations of the Issuer. Additional Notes may be issued from time to time under the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.
6. Ranking. The Notes will be senior unsecured obligations of the Issuer and will: (a) rank equally in right of payment with all of the Issuer’s existing and future Indebtedness that is not subordinated in right of payment to the Notes; (b) rank senior in right of payment to all of the Issuer’s existing and future Indebtedness that is subordinated in right of payment to the Notes; (c) be effectively junior to all of the Issuer’s existing and future secured Indebtedness to the extent of the value of the collateral securing such other Indebtedness; and (d) be structurally subordinated in right of payment to any obligations of Smurfit Westrock’s Subsidiaries other than Smurfit Westrock’s Subsidiaries that are Guarantors.
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Optional Redemption. Except as set forth below in this Paragraph 7 or under Paragraph 8, none of the Notes will be redeemable prior to [·], [·].
[Any optionalredemption provisions to be included.]
8. Special Tax Redemption. The Issuer may, at its option, redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if a Payor determines that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the Payor or any Guarantor is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot avoid such obligation by taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the original issue date of the Notes, the Change in Tax Law must become effective on or after the original issue date of the Notes. In the case of a Successor Issuer or any Person who becomes a Guarantor after the original issue date of the Notes or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor or Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Payor will deliver to the Trustee an opinion of an independent tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee will accept such opinion as sufficient existence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders of the Notes.
9. Guarantees. The payment by the Issuer of the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes and all other obligations of the Issuer under the Indenture is, subject to Section 11.2 of the Indenture and limitations under applicable law, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the Guarantors to the extent set forth in the Indenture.
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Denominations; Form; Transfer and Exchange. The Global Notes are in registered form, without coupons, in denominations of [·] and integral multiples of [·]. The Trustee, the Registrar, the Paying Agent and the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay all taxes and fees required by law or permitted by the Indenture.
11. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes, subject to the terms of the Indenture.
12. Unclaimed Funds. If funds for the payment of principal of, premium, if any, interest or Additional Amounts, if any, on the Notes remain unclaimed for two years, the Trustee and the Paying Agents will repay the funds to the Issuer at its written request. After that, all liability of the Trustee and such Paying Agents with respect to such funds shall cease.
13. Legal Defeasance and Covenant Defeasance. The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof, and may be discharged from its obligations to comply with certain covenants contained in the Indenture, in each case upon satisfaction of certain conditions specified in the Indenture.
14. Amendment; Supplement; Waiver. Subject to certain exceptions specified in the Indenture, the Indenture, the Notes or the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding.
15. Successors. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.
16. Defaults and Remedies. Subject to certain restrictions, if an Event of Default (other than an Event of Default specified in clause (4) of Section 7.1 of the Base Indenture) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default in payment of principal, premium, interest, and Additional Amounts, if any, including an accelerated payment) if it determines that withholding notice is in their interest.
17. Trustee Dealings with Issuer. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.
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No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent signs, by manual, electronic or facsimile signature, the certificate of authentication on this Note.
20. Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Unless otherwise defined herein, terms defined in the Indenture are used herein as defined therein.
21. CUSIPs and ISINs. The Issuer has caused CUSIPs and ISINs to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
22. Governing Law. The Indenture, the Notes and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with, the laws of the State of New York.
A-6
SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be . The following decreases/increases in the principal amount at maturity of this Note have been made:
| Date of<br> Decrease/<br><br>Increase | Decrease in<br> Principal<br><br>Amount at<br> Maturity | Increase in<br> Principal<br><br>Amount at<br> Maturity | Total Principal<br> Amount<br>at<br><br>Maturity<br> Following such<br> Decrease/<br> Increase | Notation<br><br>Made by<br> or on<br><br>Behalf of<br> Trustee |
|---|
A-7
EXHIBIT B
TO THE INDENTURE
[FORM OF FACE OF DEFINITIVE NOTE]
THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.
[Definitive Notes Legend]
IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
[Insertname of applicable issuer]
[INSERT TITLE OF THE NOTES]
| CUSIP: |
|---|
| ISIN: |
| No. |
| --- |
[INSERT NAME OF APPLICABLE ISSUER], a [·] company incorporated under the laws of [·] and having its registered office at [·] (the “Issuer”, which term includes any successor corporation), for value received promises to pay ________ to [·] or registered assigns upon surrender hereof the principal sum of _________ [CURRENCY] (________), on [·], [·].
Interest Payment Dates: [·] [·] and [·] [·] of each year, commencing [·], [·].
Record Dates: [·] [·] and [·] [·] of each year.
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or electronically by its duly authorized officers.
| Dated: | |
|---|---|
| [Insert name of applicable Issuer] | |
| By: | |
| Name: | |
| Title: | |
| By: | |
| Name: | |
| Title: |
This is one of the Notes referred to
in the within-mentioned Indenture:
| [Deutsche Bank Trust Company Americas],<br><br>as Authenticating Agent for<br><br>Deutsche Bank Trust Company Americas, as Trustee |
|---|
| By: |
| Name: |
| Title: |
| Dated: |
[FORM OF REVERSE]
[Insertname of applicable issuer]
[INSERT TITLE OF THE NOTES]
1. Interest. [Insert name of applicable issuer], a [·] company incorporated under the laws of [·] and having its registered office at [·] (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on the Notes will be payable [semi-annually] in arrears on [·] [·] and [·] [·] of each year, commencing [·], [·]. The Issuer will make each interest payment to the Holders of record at the close of business on the immediately preceding [·] [·] and [·] [·] of each year. Rights of holders of beneficial interests to receive such payments will be subject to applicable procedures of DTC. Interest on the Notes will accrue at the rate of [[·]% per annum] on the aggregate nominal amount of the Notes outstanding. Interest accruing on all Notes then outstanding shall be payable in cash. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a [360-day year consisting of twelve 30-day months].
Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set forth herein.
2. Additional Amounts. All payments made by the Payor on the Notes or any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:
(1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or Beneficial Owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or Beneficial Owner having any present or former connection with such Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee;
(2) any Taxes that would not have been imposed if the Holder or Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);
(3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);
(4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period);
(5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee;
(6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;
(7) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or Beneficial Owner who would have been able to avoid such Tax by presenting the Note to, or otherwise accept payment from, another paying agent in a member state of the European Union;
(8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the issue date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof;
(9) all United States backup withholding taxes;
(10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or
(11) any combination of clauses (1) through (10) above.
Such Additional Amounts will also not be payable where, had the Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (11) inclusive above.
Upon request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.
3. Method of Payment. The Issuer shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the Record Date with respect to such Notes immediately preceding the interest payment date for such interest. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay all amounts owing hereunder in [Dollars][Non-DollarCurrency]. With respect to payments in Dollars, if (i) a Holder has given wire transfer instructions to the Issuer and the Paying Agent in writing and (ii) the Paying Agent has received such written wire transfer instruction at least 15 days prior to the date of the relevant payment, then the Issuer will pay all interest, premium and Additional Amounts, if any, on that Holder’s Notes in accordance with those instructions by wire transfer of same day funds to the Paying Agent who in turn will wire such funds to the Holder hereof or to such other Person as the Holder hereof may in writing to the Paying Agent direct. In all other cases, the Issuer may elect to make payments of interest, premium and Additional Amounts, if any, on a Holder’s Notes by check mailed to the Holders at their addresses set forth in the register of Holders. Payments on Notes will be made through the office or agency of the Paying Agent and Registrar for the Notes unless the Issuer elects to make interest payments by check as previously described. If payments are made through the Paying Agent, immediately available funds for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on this Note due on any interest payment date, maturity date, Redemption Date or other repurchase date will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Holders on such respective dates.
4. Paying Agent, Registrar and Transfer Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. In the event that a Paying Agent or Transfer Agent is replaced, the Issuer will provide notice thereof as set forth in the Indenture. The Issuer may change any Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may, subject to certain exceptions, act in any such capacity.
5. Indenture. The Issuer issued the Notes under an Indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated [·], pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar. This Note is one of a duly authorized issue of Notes of the Issuer designated as its [Insert title of the Notes] (the “Notes”). The terms of the Notes include those stated in the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture for a statement of them. The Notes are senior obligations of the Issuer. Additional Notes may be issued from time to time under the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.
6. Ranking. The Notes will be senior unsecured obligations of the Issuer and will: (a) rank equally in right of payment with all of the Issuer’s existing and future indebtedness that is not subordinated in right of payment to the Notes; (b) rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is subordinated in right of payment to the Notes; (c) be effectively junior to all of the Issuer’s existing and future secured indebtedness to the extent of the value of the collateral securing such other indebtedness; and (d) be structurally subordinated in right of payment to any obligations of Smurfit Westrock’s Subsidiaries other than Smurfit Westrock’s Subsidiaries that are Guarantors.
7. Optional Redemption. Except as set forth below in this Paragraph 7 or under Paragraph 8, none of the Notes will be redeemable prior to [·], [·].
[Any optionalredemption provisions to be included.]
8. Special Tax Redemption. The Issuer may, at its option, redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if a Payor determines that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the Payor or any Guarantor is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot avoid such obligation by taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the original issue date of the Notes, the Change in Tax Law must become effective on or after the original issue date of the Notes. In the case of a Successor Issuer or any Person who becomes a Guarantor after the original issue date of the Notes or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor or Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Payor will deliver to the Trustee an opinion of an independent tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee will accept such opinion as sufficient existence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders of the Notes.
9. Guarantees. The payment by the Issuer of the principal of, premium, if any, interest or Additional Amounts, if any, on the Notes and all other obligations of the Issuer under the Indenture is, subject to Section 11.2 of the Indenture and limitations under applicable law, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the Guarantors to the extent set forth in the Indenture.
10. Denominations; Form; Transfer and Exchange. The Notes are in definitive registered form, without coupons, in denominations of [·] and integral multiples of [·]. The Trustee, the Registrar, the Paying Agent and the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay all taxes and fees required by law or permitted by the Indenture.
11. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes, subject to the terms of the Indenture.
12. Unclaimed Funds. If funds for the payment of principal of, premium, if any, interest or Additional Amounts, if any, on the Notes remain unclaimed for two years, the Trustee and the Paying Agents will repay the funds to the Issuer at its written request. After that, all liability of the Trustee and such Paying Agents with respect to such funds shall cease.
13. Legal Defeasance and Covenant Defeasance. The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof, and may be discharged from its obligations to comply with certain covenants contained in the Indenture, in each case upon satisfaction of certain conditions specified in the Indenture.
14. Amendment; Supplement; Waiver. Subject to certain exceptions specified in the Indenture, the Indenture, the Notes or the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding.
15. Successors. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.
16. Defaults and Remedies. Subject to certain restrictions, if an Event of Default (other than an Event of Default specified in clause (4) of Section 7.1 of the Base Indenture) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default in payment of principal, premium, interest, and Additional Amounts, if any, including an accelerated payment) if it determines that withholding notice is in their interest.
17. Trustee Dealings with Issuer. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.
18. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent signs, by manual, electronic or facsimile signature, the certificate of authentication on this Note.
20. Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Unless otherwise defined herein, terms defined in the Indenture are used herein as defined therein.
21. CUSIPs and ISINs. The Issuer has caused CUSIPs and ISINs to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
22. Governing Law. The Indenture, the Notes and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with, the laws of the State of New York.
ASSIGNMENT FORM
To assign this Note fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s social security or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.
Date: _____________ Your Signature: ______________________
Sign exactly as your name appears on the other side of this Note.
Exhibit 4.2
OFFICERS’ CERTIFICATEPURSUANT TO SECTIONS 2.1 AND 12.4 OF THE INDENTURE
In connection with the issuance by Smurfit Westrock Financing Designated Activity Company (the “Issuer”) of $800,000,000 aggregate principal amount of 5.185% Senior Notes due 2036 (the “Notes”), fully and unconditionally guaranteed by Smurfit Westrock plc (“Smurfit Westrock”), Smurfit Kappa Group Limited (formerly known as Smurfit Kappa Group plc), Smurfit Kappa Treasury Unlimited Company, Smurfit Kappa Investments Limited, Smurfit Kappa Acquisitions Unlimited Company, Smurfit Kappa Treasury Funding Designated Activity Company, Smurfit International B.V., Smurfit WestRock US Holdings Corporation, WestRock Company, WRKCo Inc., WestRock MWV, LLC and WestRock RKT, LLC (the “Subsidiary Guarantors” and, together with Smurfit Westrock, the “Guarantors”) (such guarantees, the “Guarantees”), we, Officers of the Issuer and of each of the Guarantors, respectively, hereby certify pursuant to Sections 2.1 and 12.4 of the Indenture, dated as of November 21, 2025, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “Indenture”) and pursuant to the authorization of the Board of Directors of the Issuer by resolutions adopted on November 7, 2025, by resolutions adopted by the Board of Directors of Smurfit Westrock on November 11, 2025, and by resolutions adopted by the respective governing bodies of each of the Subsidiary Guarantors on November 7, 2025, respectively (collectively, the “Resolutions”), as follows:
1. Each undersigned Officer has read the provisions of the Indenture setting forth covenants and conditions to the Trustee’s authentication and delivery of the Notes, including Sections 2.1 and 12.4 thereof, and the definitions in the Indenture relating thereto. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Indenture.
2. Each undersigned Officer has examined the applicable Resolutions relating to the authorization, issuance, authentication and delivery of the Notes and the Guarantees, as applicable, and such other corporate records of the Issuer and the Guarantors and other documents deemed necessary as a basis for the opinion hereinafter expressed.
3. In the opinion of each undersigned Officer, such Officer has made such examination or investigation as is necessary to enable such Officer to express an informed opinion as to whether the covenants and conditions referred to above have been complied with.
4. Each undersigned Officer is of the opinion that the covenants and conditions referred to above have been complied with.
5. Each of the Guarantors hereby reaffirms its guarantee of the obligations of the Issuer under the Indenture and the Notes pursuant to and as set forth in Article XI of the Indenture.
6. Each undersigned Officer hereby confirms that the following terms and conditions of the Notes were established in accordance with Section 2.1 of the Indenture.
Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.
5.185% Senior Notesdue 2036
| Issuer: | Smurfit Westrock Financing Designated Activity Company |
|---|---|
| Guarantors: | Smurfit Westrock plc;<br><br> <br>Smurfit Kappa Group Limited (formerly known as<br> Smurfit Kappa Group plc);<br><br> <br>Smurfit Kappa Treasury Unlimited Company;<br><br> <br>Smurfit Kappa Investments Limited;<br><br> <br>Smurfit Kappa Acquisitions Unlimited Company;<br><br> <br>Smurfit Kappa Treasury Funding Designated Activity<br> Company;<br><br> <br>Smurfit International B.V.;<br><br> <br>Smurfit WestRock US Holdings Corporation;<br><br> <br>WestRock Company;<br><br> <br>WRKCo Inc.;<br><br> <br>WestRock MWV, LLC; and<br><br> <br>WestRock RKT, LLC |
| Title: | 5.185% Senior Notes due 2036 |
| --- | --- |
| Limit of Aggregate Principal Amount: | The Issuer may from time to time, without the<br> consent of the Holders, create and issue additional Notes having the same terms and conditions in all respects (or in all respects except<br> for the issue date, the first payment of interest thereon and/or the issue price) as the Notes. The additional Notes shall be consolidated<br> and form a single series of securities with the Notes. |
| Currency: | U.S. Dollars |
| Issue Price: | 99.987% |
| Original Issue Date: | November 21, 2025 (the “Original Issue Date”) |
| Form of Notes: | The Notes will be issued in the form of Global Notes in the amount of $800,000,000. The Depositary for the Global Notes will be The Depository Trust Company (the “Depositary”). The Global Notes will be executed and delivered in substantially the form of Exhibit A hereto. The Global Notes may not be exchanged in whole or in part for Definitive Notes, or registered in the name of any person other than the Depositary or a nominee thereof, unless as set forth in the Indenture. |
| Maturity Date: | January 15, 2036, unless redeemed earlier at the option of the Issuer. |
| Interest: | 5.185% per annum<br><br> <br><br><br> <br>Interest shall accrue from November 21, 2025,<br> and be payable semi-annually in arrears on January 15 and July 15 of each year to Holders of record at the close of business<br> on the immediately preceding January 1 or July 1, commencing July 15, 2026 (long first coupon). |
| Additional Amounts: | As set forth in Section 4.7 of the Indenture and in Paragraph 8 of the form of the Notes attached hereto as Exhibit A, Additional Amounts shall be payable. |
| Place of Payment: | The principal, any premium and Additional Amounts, if any, and interest on the Notes shall be payable at the Corporate Trust Office of the Trustee (the “Place of Payment”). The Notes may be surrendered for registration, transfer, exchange or conversion as set forth in the Indenture at the Place of Payment. |
2
| Optional Redemption: | As set forth in Section 3.1 of the Indenture and<br> in the form of the Notes attached hereto as Exhibit A, the Issuer may redeem the Notes at its option, in whole or in part, at any time<br> and from time to time.<br><br> <br><br><br> <br>Prior to October 15, 2035 (the date that<br> is three months prior to the scheduled maturity of the Notes) (the “Par Call Date”), the Issuer may redeem the Notes<br> at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount<br> and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) (i)<br> the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date<br> (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting<br> of twelve 30-day months) at the Treasury Rate (as defined in Exhibit A) plus 20 basis points, less (ii) interest accrued to the date<br> of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the Redemption<br> Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).<br><br> <br><br><br> <br>On or after the Par Call Date, the Issuer may<br> redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount<br> of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the Redemption<br> Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).<br><br> <br><br><br> <br>The Issuer’s actions and determinations<br> in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt,<br> any redemption price shall be calculated by the Issuer, or on behalf of the Issuer by such Person as the Issuer may engage, and the calculation<br> of the redemption price shall not be an obligation or duty of the Trustee or the Paying Agent. Neither the Trustee nor any Paying Agent<br> shall be responsible for determining or verifying the Company’s determination of the redemption price.<br><br> <br><br><br> <br>Any such redemption and notice may, in the Issuer’s<br> discretion, be subject to the satisfaction of one or more conditions precedent, and such notice may state that, in the Issuer’s<br> discretion, the Redemption Date may be delayed without any additional notice until such time as any or all such conditions shall be satisfied.<br><br> <br><br><br> <br>In the case of a partial redemption of the Notes,<br> selection of the Notes to be redeemed shall be made in the manner described in Section 3.3 of the Indenture.<br><br> <br><br><br> <br>If and for so long as the Notes to be redeemed<br> are admitted to the Global Exchange Market of Euronext Dublin and the rules of Euronext Dublin so require, not less than 10 nor more than<br> 60 days prior to the Redemption Date, the Issuer will mail notice of redemption to Holders by first class mail, postage prepaid, or otherwise<br> in accordance with the applicable procedures of DTC, to each Holder of Notes to be redeemed, at such Holder’s address appearing<br> in the Register. Such notice of redemption may also be posted on the official website of Euronext Dublin (www.ise.ie), to the extent and<br> in the manner permitted by the rules of Euronext Dublin.<br><br> <br><br><br> <br>Except pursuant to the preceding paragraphs and<br> except as described below under “Tax Redemption”, the Notes will not be redeemable at the Issuer’s option. |
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3
| Tax Redemption: | As set forth in Section 4.7 of the Indenture and in Paragraph 8 of the form of the Notes attached hereto as Exhibit A, in the event of certain tax law changes that would require the Issuer or any Guarantor to pay Additional Amounts, the Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption, and all Additional Amounts, if any. |
|---|---|
| Sinking Fund: | The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. |
| Events of Default: | Section 7.1 of the Indenture is hereby supplemented<br> such that “Event of Default” also means the following event which shall have occurred and be continuing:<br><br> <br><br><br> <br>(5) default under any mortgage, indenture or instrument<br> under which there is issued and outstanding any Indebtedness for money borrowed by Smurfit Westrock or any of its Subsidiaries (or the<br> payment of which is guaranteed by Smurfit Westrock or any of its Subsidiaries), whether such Indebtedness or guarantee now exists, or<br> is created after the date of the Indenture, if that default:<br><br> <br><br><br> <br>(a) is<br> caused by a failure to pay principal at the final stated maturity of such Indebtedness (after giving effect to any applicable grace period<br> provided in the Indebtedness) (a “Payment Default”); or<br><br> <br><br><br> <br>(b) results<br> in the acceleration of such Indebtedness prior to its express maturity;<br><br> <br><br><br> <br>and in each case, the principal amount of any<br> such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the<br> maturity of which has been so accelerated, aggregates $300.0 million or more.<br><br> <br><br><br> <br>In the event of any Event of Default specified<br> in clause (5), above, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting<br> payment default) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders, if within<br> 30 days after such Event of Default arose, (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged,<br> (y) the creditors on such Indebtedness have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to<br> such Event of Default or (z) if the default that is the basis for such Event of Default has been cured.<br><br> <br><br><br> <br>In the case of any Event of Default occurring<br> by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuer in bad faith with the intention of avoiding<br> payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional<br> redemption provisions of the Indenture or was required to repurchase the Notes, an equivalent premium shall also become and be immediately<br> due and payable to the extent permitted by law upon the acceleration of the Notes. |
| Defeasance and Discharge of the Notes (Sections 9.2 and 9.3 of the Indenture): | Applicable |
4
| Change of Control: | If a Change of Control Repurchase Event occurs,<br>each Holder will have the right to require the Issuer to repurchase all or any part (equal to $200,000 and integral multiples of $1,000<br>in excess thereof in the case of Notes that have denominations larger than $200,000) of that Holder’s Notes pursuant to an offer<br>(the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment (the “Changeof Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid<br>interest and Additional Amounts, if any, thereon, to, but excluding, the date of purchase.<br><br><br><br><br><br><br><br>Within 60 days following any Change of Control<br>Repurchase Event, the Issuer will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute<br>the Change of Control Repurchase Event and offering to repurchase the Notes on a date (the “Change of Control Payment Date”)<br>specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant<br>to the procedures required by the Indenture and described in such notice. The Issuer will comply with the requirements of Section 14(e)<br>of the Exchange Act to the extent applicable and any other securities laws and regulations thereunder to the extent such laws and regulations<br>are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that<br>the provisions of any securities laws or regulations conflict with these Change of Control Repurchase Event provisions, the Issuer will<br>comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under these Change<br>of Control Repurchase Event by virtue of such conflict.<br><br><br><br><br><br><br><br>On the Change of Control Payment Date, the Issuer<br>will, to the extent lawful:<br><br><br><br><br><br><br><br>(1) accept<br>for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;<br><br><br><br><br><br><br><br>(2) deposit<br>with the relevant Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered;<br>and<br><br><br><br><br><br><br><br>(3) deliver<br>or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal<br>amount of the Notes or portions thereof being purchased by the Issuer.<br><br><br><br><br><br><br><br>The Paying Agent will promptly mail to each Holder<br>of the Notes so tendered the Change of Control Payment for the Notes and the Trustee or the relevant Registrar will, upon receipt of an<br>Issuer Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount<br>to any unpurchased portion of any Notes surrendered, if any; provided that each such new Note will be in a principal amount of<br>$200,000 or an integral multiple of $1,000 in excess thereof.<br><br><br><br><br><br><br><br>In the case of Definitive Notes, if the Change<br>of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid<br>interest and Additional Amounts, if any, will be paid to the Person in whose name a Note is registered at the close of business on such<br>record date, and no additional interest or Additional Amounts will be payable to Holders who tender pursuant to the Change of Control<br>Offer; in the case of Global Notes, the Issuer will pay accrued and unpaid interest to the Change of Control Payment Date to the Holder<br>on such date.<br><br><br><br><br><br><br><br>The Issuer will publicly announce the results of the Change of Control<br>Offer on or as soon as practicable after the Change of Control Payment Date, and if and for so long as the Notes are listed on Euronext<br>Dublin, and the rules of Euronext Dublin so require, the Issuer will give notice with respect to the results of the Change of Control<br>Offer to the Companies Announcement Office of Euronext Dublin. |
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5
| The provisions described above that<br>require the Issuer to make a Change of Control Offer following a Change of Control Repurchase Event will be applicable regardless of<br>whether any other provisions of the Indenture are applicable.<br><br> <br><br><br> <br>The Issuer will not be required to make a Change<br> of Control Offer with respect to the Notes following a Change of Control Repurchase Event if (i) an Affiliate of the Issuer or a<br> third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth<br> in this Officers’ Certificate applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered<br> and not withdrawn under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given<br> as described herein under the caption “Optional Redemption” unless and until there is a default in the payment of the<br> applicable redemption price, plus accrued and unpaid interest to the proposed Redemption Date. Notwithstanding the foregoing, a Change<br> of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon the Change of Control, so long as a<br> definitive agreement has been executed that contains terms and provisions that would otherwise result in a Change of Control upon completion<br> of the transactions contemplated thereby.<br><br> <br><br><br> <br>In connection with the provisions described above<br> that require the Issuer to make a Change of Control Offer following a Change of Control Repurchase Event, the following defined terms<br> apply:<br><br> <br><br><br> <br>“Change of Control” means the<br> occurrence of any of the following:<br><br> <br><br><br> <br>(1) the<br> direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or transfer of Smurfit<br> Westrock’s Voting Stock), in one or a series of related transactions, of all or substantially all of the properties or assets of<br> Smurfit Westrock and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange<br> Act);<br><br> <br><br><br> <br>(2) the<br> adoption of a plan relating to the liquidation or dissolution of the Issuer; or<br><br> <br><br><br> <br>(3) the<br> consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”<br> (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Smurfit Westrock, measured<br> by voting power rather than number of shares.<br><br> <br><br><br> <br>Notwithstanding the foregoing, a transaction<br>will not be deemed to involve a Change of Control if (i) the Ultimate Parent immediately prior to such transaction becomes a direct<br>or indirect wholly owned subsidiary of another Person and (ii)(A) the Beneficial Owners of the Voting Stock of such other Person<br>immediately following that transaction are substantially the same as the holders of the Voting Stock of the Ultimate Parent immediately<br>prior to that transaction or (B) immediately following that transaction no Person is the Beneficial Owner, directly or indirectly,<br>of more than 50% of the Voting Stock of such Person, measured by voting power rather than number of shares. |
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6
| “Change of Control Repurchase Event” means a Change of Control and a Rating Event.<br><br><br><br><br><br><br><br>“Rating Date” means the date of first public announcement of an event that constitutes a Change of Control.<br><br><br><br><br><br><br><br>“Rating Event” means that any time within a 90 day period from the Rating Date (which period shall be extended for up to, but no longer than, an additional 90 days so long as any Rating Agency has publicly announced that it is considering a possible downgrade of the Notes), (i) the rating on the Notes is lowered by at least one Rating Agency and (ii) the Notes are rated below an Investment Grade rating by at least two Rating Agencies, if the Notes are rated by all three Rating Agencies, or by each Rating Agency, if the Notes are rated by fewer than three Rating Agencies; provided that a Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agency or Rating Agencies, as applicable, making the reduction in rating to which this definition would otherwise apply does or do not announce or publicly confirm or inform us in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Event). The Trustee shall not be responsible for monitoring or charged with knowledge of the ratings on the Notes. | |
|---|---|
| Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries: | Smurfit Westrock will not cause or permit any<br> of its Subsidiaries that is not a Guarantor or the Issuer, directly or indirectly, to guarantee, assume or in any other manner become<br> liable for the payment of any Indebtedness of Smurfit Westrock or any of its Subsidiaries under the Existing Guarantee Covenant Notes<br> or any other Public Indebtedness unless, subject to the limitations set forth in the Indenture, such Subsidiary executes and delivers<br> a supplemental indenture to the Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same terms as the<br> guarantee of such Indebtedness within 10 Business Days thereof; provided that if such Indebtedness is by its terms expressly subordinated<br> to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness<br> shall be subordinated to such Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated<br> to the Notes or any other Guarantee.<br><br> <br><br><br> <br>The obligations in the foregoing paragraph will<br> not be operative to the extent (1) the Notes have an Investment Grade rating from two or more Rating Agencies and (2) none of<br> the Existing Guarantee Covenant Notes benefit from a guarantee from such Subsidiary. The obligations in the foregoing paragraph will be<br> permanently terminated and no longer in effect as of the first date on which none of the Existing Guarantee Covenant Notes are outstanding.<br><br> <br><br><br> <br>To the extent any Subsidiary of Smurfit Westrock<br> is required to provide a Guarantee, such Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors<br> (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital<br> maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable<br> law. |
7
| No Personal Liability of Directors, Officers, Employees and Stockholders: | Section 12.9 of the Indenture is hereby restated<br> in its entirety:<br><br> <br><br><br> <br>No director, officer, employee, incorporator or<br> stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under<br> the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.<br> Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration<br> for issuance of the Notes. The waiver may not be effective to waive liabilities under the United States federal or other applicable securities<br> laws. |
|---|---|
| Listing Exchange: | The Notes are expected to be listed on the Official List of the Irish Stock Exchange plc trading as Euronext Dublin and to trading on the Global Exchange Market and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange. No assurance can be given that such application will be approved or that any of the Notes will be listed. |
| Notices and Demand to the Issuer or the Guarantors: | Smurfit Westrock plc<br><br> <br>Attention: Secretary<br><br> <br>Beech Hill<br><br> <br>Clonskeagh<br><br> <br>Dublin 4<br><br> <br>Ireland |
| Notices and Demands to the Trustee: | Deutsche Bank Trust Company Americas<br><br> <br>Attention: Corporates Team, Smurfit Westrock AA8433<br><br> <br>Deutsche Bank Trust Company Americas<br><br> <br>Trust and Securities Services<br><br> <br>1 Columbus Circle, 4th Floor<br><br> <br>Mail Stop: NYC01-0417<br><br> <br>New York, New York 10019<br><br> <br>United States of America |
| Other Terms of the Notes: | The Notes shall include such other terms as are<br> set forth in the form of Notes attached hereto as Exhibit A hereto and in the Indenture. |
8
Dated: November 21, 2025
| ISSUER:<br><br> <br><br><br> <br>SMURFIT WESTROCK FINANCING DAC | |
|---|---|
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Authorized Signatory | |
| By: | /s/ Gillian Carson-Callan |
| Name: Gillian Carson-Callan | |
| Title: Authorized Signatory |
[Signature Page to the Officers' Certificate]
| IRISH GUARANTORS:<br><br> <br><br><br> <br>SMURFIT WESTROCK PLC | |
|---|---|
| SMURFIT KAPPA GROUP LIMITED | |
| SMURFIT KAPPA INVESTMENTS LIMITED | |
| SMURFIT KAPPA ACQUISITIONS UNLIMITED COMPANY | |
| SMURFIT KAPPA TREASURY FUNDING DESIGNATED ACTIVITY COMPANY | |
| SMURFIT KAPPA TREASURY UNLIMITED COMPANY | |
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Authorized Signatory | |
| By: | /s/ Gillian Carson-Callan |
| Name: Gillian Carson-Callan | |
| Title: Authorized Signatory |
[Signature Page to the Officers' Certificate]
| DUTCH GUARANTOR:<br><br> <br><br><br> <br>SMURFIT INTERNATIONAL B.V. | |
|---|---|
| By: | /s/ PJA Koelewijn |
| Name: PJA Koelewijn | |
| Title: | |
| By: | /s/ M. Van Der Velden |
| Name: M. Van Der Velden | |
| Title: Director |
[Signature Page to the Officers' Certificate]
| DELAWARE GUARANTORS:<br><br> <br><br><br> <br>SMURFIT WESTROCK<br> US HOLDINGS CORPORATION | |
|---|---|
| WESTROCK COMPANY | |
| WESTROCK MWV, LLC<br><br> <br>WRKCO. INC. | |
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Chief Financial Officer, Smurfit Westrock Group | |
| By: | /s/ Steven B. Nickerson |
| Name: Steven B. Nickerson | |
| Title: Secretary |
[Signature Page to the Officers' Certificate]
| GEORGIA GUARANTOR:<br><br> <br><br><br> <br>WESTROCK RKT, LLC | |
|---|---|
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Chief Financial Officer, Smurfit Westrock Group | |
| By: | /s/ Steven B. Nickerson |
| Name: Steven B. Nickerson | |
| Title: Secretary |
[Signature Page to the Officers' Certificate]
EXHIBIT A
[FORM OF FACE OF GLOBAL NOTE]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.
[Global Notes Legend]
UNLESS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
A-1
SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY
5.185% Senior notes due 2036
CUSIP: 83272Y AC6
ISIN: US83272YAC66
No. R-1
SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”, which term includes any successor corporation), for value received promises to pay to Cede & Co. or registered assigns upon surrender hereof the principal sum indicated on Schedule A hereof, on January 15, 2036.
Interest Payment Dates: January 15 and July 15 of each year, commencing July 15, 2026.
Record Dates: January 1 and July 1 of each year.
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
A-2
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or electronically by its duly authorized officers.
Dated:
| SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY |
|---|
| AS ISSUER |
| By:_________________________ |
| Name: |
| Title: |
| By:_________________________ |
| Name: |
| Title: |
[Signature Page to Global Note (USD Notes)]
This is one of the Notes referred to
in the within-mentioned Indenture:
Deutsche Bank Trust Company Americas,
as Authenticating Agent for
Deutsche Bank Trust Company Americas, as Trustee
By: _____________________
Name:
Title:
Dated: _________________
[Signature Page to Global Note (USD Notes)]
[FORM OF REVERSE]
SMURFITWESTROCK FINANCING DESIGNATED ACTIVITY COMPANY
5.185% SENIOR NOTES DUE 2036
1. Interest. SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2026. The Issuer will make each interest payment to the Holders of record at the close of business on the immediately preceding January 1 and July 1 of each year. Rights of holders of beneficial interests to receive such payments will be subject to applicable procedures of DTC. Interest on the Notes will accrue at the rate of 5.185% per annum on the aggregate nominal amount of the Notes outstanding. Interest accruing on all Notes then outstanding shall be payable in cash. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set forth herein.
2. Additional Amounts. All payments made by the Payor on the Notes or any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:
(1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or Beneficial Owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or Beneficial Owner having any present or former connection with such Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee;
(2) any Taxes that would not have been imposed if the Holder or Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);
A-5
(3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);
(4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period);
(5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee;
(6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;
(7) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or Beneficial Owner who would have been able to avoid such Tax by presenting the Note to, or otherwise accept payment from, another paying agent in a member state of the European Union;
(8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the Original Issue Date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof;
(9) all United States backup withholding taxes;
(10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or
(11) any combination of clauses (1) through (10) above.
Such Additional Amounts will also not be payable where, had the Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (11) inclusive above.
Upon request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.
3. Method of Payment. The Issuer shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the Record Date with respect to such Notes immediately preceding the interest payment date for such interest. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay all amounts owing hereunder in Dollars. Immediately available funds for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on this Note due on any interest payment date, maturity date, Redemption Date or other repurchase date will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Holders on such respective dates.
4. Paying Agent, Registrar and Transfer Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. In the event that a Paying Agent or Transfer Agent is replaced, the Issuer will provide notice thereof as set forth in the Indenture. The Issuer may change any Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may, subject to certain exceptions, act in any such capacity.
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5. Indenture. The Issuer issued the Notes under a base indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated November 21, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), establishing certain terms of the Notes, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 5.185% Senior Notes due 2036 (the “Notes”). The terms of the Notes include those stated in the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture for a statement of them. The Notes are senior obligations of the Issuer. Additional Notes may be issued from time to time under the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.
6. Ranking. The Notes will be senior unsecured obligations of the Issuer and will: (a) rank equally in right of payment with all of the Issuer’s existing and future Indebtedness that is not subordinated in right of payment to the Notes; (b) rank senior in right of payment to all of the Issuer’s existing and future Indebtedness that is subordinated in right of payment to the Notes; (c) be effectively junior to all of the Issuer’s existing and future secured Indebtedness to the extent of the value of the collateral securing such other Indebtedness; and (d) be structurally subordinated in right of payment to any obligations of Smurfit Westrock’s Subsidiaries other than Smurfit Westrock’s Subsidiaries that are Guarantors.
7. Optional Redemption. Except as set forth below in this Paragraph 7 or under Paragraph 8, none of the Notes will be redeemable prior to January 15, 2036.
Prior to October 15, 2035 (the date that is three months prior to the scheduled maturity of the Notes) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, any redemption price shall be calculated by the Issuer, or on behalf of the Issuer by such Person as the Issuer may engage, and the calculation of the redemption price shall not be an obligation or duty of the Trustee or the Paying Agent. Neither the Trustee nor any Paying Agent shall be responsible for determining or verifying the Company’s determination of the redemption price.
Any such redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, and such notice may state that, in the Issuer’s discretion, the Redemption Date may be delayed without any additional notice until such time as any or all such conditions shall be satisfied.
In the case of a partial redemption of the Notes, selection of the Notes to be redeemed shall be made in the manner described in Section 3.3 of the Indenture.
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If and for so long as the Notes to be redeemed are admitted to the Global Exchange Market of Euronext Dublin and the rules of Euronext Dublin so require, not less than 10 nor more than 60 days prior to the Redemption Date, the Issuer will mail notice of redemption to Holders by first class mail, postage prepaid, or otherwise in accordance with the applicable procedures of DTC, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Register. Such notice of redemption may also be posted on the official website of Euronext Dublin (www.ise.ie), to the extent and in the manner permitted by the rules of Euronext Dublin.
In connection with this Paragraph 7, the following defined term applies:
“Treasury Rate” means, as of any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs:
The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to such Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than such Remaining Life — and shall interpolate to such Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than such Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, the Issuer shall calculate the applicable Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on such Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on such Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
8. Special Tax Redemption. The Issuer may, at its option, redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if a Payor determines that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in TaxLaw”), the Payor or any Guarantor is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot avoid such obligation by taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the original issue date of the Notes, the Change in Tax Law must become effective on or after the original issue date of the Notes. In the case of a Successor Issuer or any Person who becomes a Guarantor after the original issue date of the Notes or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor or Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Payor will deliver to the Trustee an opinion of an independent tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee will accept such opinion as sufficient existence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders of the Notes.
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9. Guarantees. The payment by the Issuer of the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes and all other obligations of the Issuer under the Indenture is, subject to Section 11.2 of the Indenture and limitations under applicable law, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the Guarantors to the extent set forth in the Indenture.
10. Denominations; Form; Transfer and Exchange. The Global Notes are in registered form, without coupons, in denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Trustee, the Registrar, the Paying Agent and the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay all taxes and fees required by law or permitted by the Indenture.
11. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes, subject to the terms of the Indenture.
12. Unclaimed Funds. If funds for the payment of principal of, premium, if any, interest and Additional Amounts, if any, on the Notes remain unclaimed for two years, the Trustee and the Paying Agents will repay the funds to the Issuer at its written request. After that, all liability of the Trustee and such Paying Agents with respect to such funds shall cease.
13. Legal Defeasance and Covenant Defeasance. The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof, and may be discharged from its obligations to comply with certain covenants contained in the Indenture, in each case upon satisfaction of certain conditions specified in the Indenture.
14. Amendment; Supplement; Waiver. Subject to certain exceptions specified in the Indenture, the Indenture, the Notes or the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding.
15. Successors. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.
16. Defaults and Remedies. Subject to certain restrictions, if an Event of Default (other than an Event of Default specified in clause (4) of Section 7.1 of the Base Indenture) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default in payment of principal, premium, interest, and Additional Amounts, if any, including an accelerated payment) if it determines that withholding notice is in their interest.
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17. Trustee Dealings with Issuer. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.
18. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent signs, by manual, electronic or facsimile signature, the certificate of authentication on this Note.
20. Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Unless otherwise defined herein, terms defined in the Indenture are used herein as defined therein.
21. CUSIPs and ISINs. The Issuer has caused CUSIPs and ISINs to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
22. Governing Law. The Indenture, the Notes and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with, the laws of the State of New York.
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SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be $[ ]. The following decreases/increases in the principal amount at maturity of this Note have been made:
| Date of<br><br> <br>Decrease/<br><br> <br>Increase | Decrease in<br><br> <br>Principal<br><br> <br>Amount at<br><br> <br>Maturity | Increase in<br><br> <br>Principal<br><br> <br>Amount at<br><br> <br>Maturity | Total Principal<br><br> <br>Amount at<br><br> <br>Maturity<br><br> <br>Following such<br><br> <br>Decrease/<br><br> <br>Increase | Notation<br><br> <br>Made by<br><br> <br>or on<br><br> <br>Behalf of<br><br> <br>Trustee |
|---|---|---|---|---|
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
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EXHIBIT B
[FORM OF FACE OF DEFINITIVE NOTE]
THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.
[Definitive Notes Legend]
IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
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SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY
5.185% Senior notes due 2036
CUSIP: 83272Y AC6
ISIN: US83272YAC66
No. R-1
SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”, which term includes any successor corporation), for value received promises to pay to Cede & Co. or registered assigns upon surrender hereof the principal sum indicated on Schedule A hereof, on January 15, 2036.
Interest Payment Dates: January 15 and July 15 of each year, commencing July 15, 2026.
Record Dates: January 1 and July 1 of each year.
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or electronically by its duly authorized officers.
Dated:
| SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY |
|---|
| AS ISSUER |
| By:_________________________ |
| Name: |
| Title: |
| By:_________________________ |
| Name: |
| Title: |
[Signature Page to Definitive Note (USD Notes)]
This is one of the Notes referred to
in the within-mentioned Indenture:
Deutsche Bank Trust Company Americas,
as Authenticating Agent for
Deutsche Bank Trust Company Americas, as Trustee
By: _____________________
Name:
Title:
Dated: _____________________
[Signature Page to Definitive Note (USD Notes)]
[FORM OF REVERSE]
SMURFITWESTROCK FINANCING DESIGNATED ACTIVITY COMPANY
5.185% SENIOR NOTES DUE 2036
1. Interest. SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2026. The Issuer will make each interest payment to the Holders of record at the close of business on the immediately preceding January 1 and July 1 of each year. Rights of holders of beneficial interests to receive such payments will be subject to applicable procedures of DTC. Interest on the Notes will accrue at the rate of 5.185% per annum on the aggregate nominal amount of the Notes outstanding. Interest accruing on all Notes then outstanding shall be payable in cash. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set forth herein.
2. Additional Amounts. All payments made by the Payor on the Notes or any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:
(1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or Beneficial Owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or Beneficial Owner having any present or former connection with such Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee;
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(2) any Taxes that would not have been imposed if the Holder or Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);
(3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);
(4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period);
(5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee;
(6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;
(7) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or Beneficial Owner who would have been able to avoid such Tax by presenting the Note to, or otherwise accept payment from, another paying agent in a member state of the European Union;
(8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the Original Issue Date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof;
(9) all United States backup withholding taxes;
(10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or
(11) any combination of clauses (1) through (10) above.
Such Additional Amounts will also not be payable where, had the Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (11) inclusive above.
Upon request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.
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3. Method of Payment. The Issuer shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the Record Date with respect to such Notes immediately preceding the interest payment date for such interest. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay all amounts owing hereunder in Dollars. With respect to payments in Dollars, if (i) a Holder has given wire transfer instructions to the Issuer and the Paying Agent in writing and (ii) the Paying Agent has received such written wire transfer instruction at least 15 days prior to the date of the relevant payment, then the Issuer will pay all interest, premium and Additional Amounts, if any, on that Holder’s Notes in accordance with those instructions by wire transfer of same day funds to the Paying Agent who in turn will wire such funds to the Holder hereof or to such other Person as the Holder hereof may in writing to the Paying Agent direct. In all other cases, the Issuer may elect to make payments of interest, premium and Additional Amounts, if any, on a Holder’s Notes by check mailed to the Holders at their addresses set forth in the register of Holders. Payments on Notes will be made through the office or agency of the Paying Agent and Registrar for the Notes unless the Issuer elects to make interest payments by check as previously described. If payments are made through the Paying Agent, immediately available funds for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on this Note due on any interest payment date, maturity date, Redemption Date or other repurchase date will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Holders on such respective dates.
4. Paying Agent, Registrar and Transfer Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. In the event that a Paying Agent or Transfer Agent is replaced, the Issuer will provide notice thereof as set forth in the Indenture. The Issuer may change any Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may, subject to certain exceptions, act in any such capacity.
5. Indenture. The Issuer issued the Notes under a base indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated November 21, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), establishing certain terms of the Notes, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 5.185% Senior Notes due 2036 (the “Notes”). The terms of the Notes include those stated in the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture for a statement of them. The Notes are senior obligations of the Issuer. Additional Notes may be issued from time to time under the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.
6. Ranking. The Notes will be senior unsecured obligations of the Issuer and will: (a) rank equally in right of payment with all of the Issuer’s existing and future Indebtedness that is not subordinated in right of payment to the Notes; (b) rank senior in right of payment to all of the Issuer’s existing and future Indebtedness that is subordinated in right of payment to the Notes; (c) be effectively junior to all of the Issuer’s existing and future secured Indebtedness to the extent of the value of the collateral securing such other Indebtedness; and (d) be structurally subordinated in right of payment to any obligations of Smurfit Westrock’s Subsidiaries other than Smurfit Westrock’s Subsidiaries that are Guarantors.
7. Optional Redemption. Except as set forth below in this Paragraph 7 or under Paragraph 8, none of the Notes will be redeemable prior to January 15, 2036.
Prior to October 15, 2035 (the date that is three months prior to the scheduled maturity of the Notes) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
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On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, any redemption price shall be calculated by the Issuer, or on behalf of the Issuer by such Person as the Issuer may engage, and the calculation of the redemption price shall not be an obligation or duty of the Trustee or the Paying Agent. Neither the Trustee nor any Paying Agent shall be responsible for determining or verifying the Company’s determination of the redemption price.
Any such redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, and such notice may state that, in the Issuer’s discretion, the Redemption Date may be delayed without any additional notice until such time as any or all such conditions shall be satisfied.
In the case of a partial redemption of the Notes, selection of the Notes to be redeemed shall be made in the manner described in Section 3.3 of the Indenture.
If and for so long as the Notes to be redeemed are admitted to the Global Exchange Market of Euronext Dublin and the rules of Euronext Dublin so require, not less than 10 nor more than 60 days prior to the Redemption Date, the Issuer will mail notice of redemption to Holders by first class mail, postage prepaid, or otherwise in accordance with the applicable procedures of DTC, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Register. Such notice of redemption may also be posted on the official website of Euronext Dublin (www.ise.ie), to the extent and in the manner permitted by the rules of Euronext Dublin.
In connection with this Paragraph 7, the following defined term applies:
“Treasury Rate” means, as of any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs:
The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to such Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than such Remaining Life — and shall interpolate to such Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than such Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
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If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, the Issuer shall calculate the applicable Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on such Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on such Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
8. Special Tax Redemption. The Issuer may, at its option, redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if a Payor determines that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in TaxLaw”), the Payor or any Guarantor is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot avoid such obligation by taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the original issue date of the Notes, the Change in Tax Law must become effective on or after the original issue date of the Notes. In the case of a Successor Issuer or any Person who becomes a Guarantor after the original issue date of the Notes or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor or Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Payor will deliver to the Trustee an opinion of an independent tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee will accept such opinion as sufficient existence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders of the Notes.
9. Guarantees. The payment by the Issuer of the principal of, premium, if any, interest or Additional Amounts, if any, on the Notes and all other obligations of the Issuer under the Indenture is, subject to Section 11.2 of the Indenture and limitations under applicable law, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the Guarantors to the extent set forth in the Indenture.
10. Denominations; Form; Transfer and Exchange. The Notes are in definitive registered form, without coupons, in denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Trustee, the Registrar, the Paying Agent and the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay all taxes and fees required by law or permitted by the Indenture.
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11. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes, subject to the terms of the Indenture.
12. Unclaimed Funds. If funds for the payment of principal of, premium, if any, interest and Additional Amounts, if any, on the Notes remain unclaimed for two years, the Trustee and the Paying Agents will repay the funds to the Issuer at its written request. After that, all liability of the Trustee and such Paying Agents with respect to such funds shall cease.
13. Legal Defeasance and Covenant Defeasance. The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof, and may be discharged from its obligations to comply with certain covenants contained in the Indenture, in each case upon satisfaction of certain conditions specified in the Indenture.
14. Amendment; Supplement; Waiver. Subject to certain exceptions specified in the Indenture, the Indenture, the Notes or the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding.
15. Successors. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.
16. Defaults and Remedies. Subject to certain restrictions, if an Event of Default (other than an Event of Default specified in clause (4) of Section 7.1 of the Base Indenture) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default in payment of principal, premium, interest, and Additional Amounts, if any, including an accelerated payment) if it determines that withholding notice is in their interest.
17. Trustee Dealings with Issuer. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.
18. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent signs, by manual, electronic or facsimile signature, the certificate of authentication on this Note.
20. Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Unless otherwise defined herein, terms defined in the Indenture are used herein as defined therein.
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21. CUSIPs and ISINs. The Issuer has caused CUSIPs and ISINs to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
22. Governing Law. The Indenture, the Notes and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with, the laws of the State of New York.
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ASSIGNMENT FORM
To assign this Note fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s social security or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him.
____________________________________________________________________
Date: _____________ Your Signature: ______________________
____________________________________________________________________
Sign exactly as your name appears on the other side of this Note.
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EXHIBIT C
FORM OF SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [date], among (i) [guarantor] (the “New Guarantor”), a [type of company] organized under the laws of [jurisdiction of organization] with its registered office at [registeredoffice] and a Subsidiary, (ii) Smurfit Westrock Financing Designated Activity Company, a designated activity company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), and (iii) Deutsche Bank Trust Company Americas, as Trustee.
WITNESSETH:
WHEREAS the Issuer has heretofore executed an Indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated November 21, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), establishing certain terms of the 5.185% Senior Notes due 2036 issued by the Issuer (the “Notes”), among the Issuer, the Guarantors and the Trustee;
WHEREAS the terms of the Notes provide that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture providing for a Guarantee of payment of the Notes by the New Guarantor on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 10.1 of the Indenture, the New Guarantor, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder of a Note.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to fully and unconditionally guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article XI of the Indenture and all the other applicable provisions of the Indenture and the Notes.
2. Agreement to be Bound. The New Guarantor hereby shall be a party to the Indenture as a Guarantor and as such shall have all of the rights of, be subject to all of the obligations and agreements of and be bound by all of the provisions applicable to a Guarantor of the Notes under the Indenture and the Notes.
3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Governing Law. This Supplemental Indenture and the rights and duties of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York.
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5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all other related documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures.
7. Incorporation by Reference. Section 12.8 of the Indenture is incorporated by reference into this Supplemental Indenture as if more fully set out herein.
8. Effect of Headings; Certain Definitions. The Section headings herein are for convenience only and shall not affect the construction thereof. Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| [NEW GUARANTOR] | |
|---|---|
| By___________________________ | |
| Name: | |
| Title: | |
| SIGNED and DELIVERED as a<br> deed [to be signed as a deed only as necessary under local law]<br><br> <br><br><br> <br>for and on behalf of<br><br> <br>SMURFIT WESTROCK FINANCING DESIGNATED ACTIVITY COMPANY<br><br> <br>by its duly authorized attorney<br><br> <br><br><br> <br>[ ]<br><br> <br><br><br> <br>in the presence of [ ] | |
| --- | --- |
| Signature | |
| Witness (Signature) | |
| Print Address | |
| Witness Occupation |
[Signature Page to Supplemental Indenture (USDNotes)]
| Deutsche Bank Trust Company Americas, as Trustee | |
|---|---|
| By: | |
| Name:<br><br>Title: | |
| By: | |
| Name:<br><br>Title: |
[Signature Page to Supplemental Indenture (USDNotes)]
Exhibit 4.3
OFFICERS’ CERTIFICATEPURSUANT TO SECTIONS 2.1 AND 12.4 OF THE INDENTURE
In connection with the issuance by Smurfit Kappa Treasury Unlimited Company (the “Issuer”) of €500,000,000 aggregate principal amount of 3.489% Senior Notes due 2031 (the “Notes”), fully and unconditionally guaranteed by Smurfit Westrock plc (“Smurfit Westrock”), Smurfit Kappa Group Limited (formerly known as Smurfit Kappa Group plc), Smurfit Westrock Financing Designated Activity Company, Smurfit Kappa Investments Limited, Smurfit Kappa Acquisitions Unlimited Company, Smurfit International B.V., Smurfit Kappa Treasury Funding Designated Activity Company, Smurfit WestRock US Holdings Corporation, WestRock Company, WRKCo Inc., WestRock MWV, LLC and WestRock RKT, LLC (the “Subsidiary Guarantors” and, together with Smurfit Westrock, the “Guarantors”) (such guarantees, the “Guarantees”), we, Officers of the Issuer and of each of the Guarantors, respectively, hereby certify pursuant to Sections 2.1 and 12.4 of the Indenture, dated as of November 21, 2025, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “Indenture”) and pursuant to the authorization of the Board of Directors of the Issuer by resolutions adopted on November 7, 2025, by resolutions adopted by the Board of Directors of Smurfit Westrock on November 11, 2025, and by resolutions adopted by the respective governing bodies of each of the Subsidiary Guarantors on November 7, 2025, respectively (collectively, the “Resolutions”), as follows:
1. Each undersigned Officer has read the provisions of the Indenture setting forth covenants and conditions to the Trustee’s authentication and delivery of the Notes, including Sections 2.1 and 12.4 thereof, and the definitions in the Indenture relating thereto. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Indenture.
2. Each undersigned Officer has examined the applicable Resolutions relating to the authorization, issuance, authentication and delivery of the Notes and the Guarantees, as applicable, and such other corporate records of the Issuer and the Guarantors and other documents deemed necessary as a basis for the opinion hereinafter expressed.
3. In the opinion of each undersigned Officer, such Officer has made such examination or investigation as is necessary to enable such Officer to express an informed opinion as to whether the covenants and conditions referred to above have been complied with.
4. Each undersigned Officer is of the opinion that the covenants and conditions referred to above have been complied with.
5. Each of the Guarantors hereby reaffirms its guarantee of the obligations of the Issuer under the Indenture and the Notes pursuant to and as set forth in Article XI of the Indenture.
6. Each undersigned Officer hereby confirms that the following terms and conditions of the Notes were established in accordance with Section 2.1 of the Indenture.
Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.
3.489% Senior Notesdue 2031
| Issuer: | Smurfit Kappa Treasury Unlimited Company |
|---|---|
| Guarantors: | Smurfit Westrock plc;<br><br> <br>Smurfit Kappa Group Limited (formerly known as<br> Smurfit Kappa Group plc);<br><br> <br>Smurfit Westrock Financing Designated Activity<br> Company;<br><br> <br>Smurfit Kappa Investments Limited;<br><br> <br>Smurfit Kappa Acquisitions Unlimited Company;<br><br> <br>Smurfit Kappa Treasury Funding Designated Activity<br> Company;<br><br> <br>Smurfit International B.V.;<br><br> <br>Smurfit WestRock US Holdings Corporation;<br><br> <br>WestRock Company;<br><br> <br>WRKCo Inc.;<br><br> <br>WestRock MWV, LLC; and<br><br> <br>WestRock RKT, LLC |
| Title: | 3.489% Senior Notes due 2031 |
| --- | --- |
| Limit of Aggregate Principal Amount: | The Issuer may from time to time, without the consent of the Holders, create and issue additional Notes having the same terms and conditions in all respects (or in all respects except for the issue date, the first payment of interest thereon and/or the issue price) as the Notes. The additional Notes shall be consolidated and form a single series of securities with the Notes. |
| Currency: | Euros |
| Issue Price: | 100.000% |
| Original Issue Date: | November 24, 2025 (the “Original Issue Date”) |
| Form of Notes: | The Notes will be issued in the form of a Global<br> Note in the amount of €500,000,000. The Global Note will be fully registered in the name of, and deposited with, the common safekeeper<br> (“Common Safekeeper”), which shall initially be Clearstream Banking S.A. (“Clearstream”), for Euroclear<br> Bank SA/NV (“Euroclear”) and Clearstream (each of Euroclear and Clearstream, or the successor of either of them, in<br> each case acting directly, or through a custodian, nominee or depository, a “Clearing Agency”) until a successor, if<br> any, replaces it, and thereafter means the successor serving thereunder. The Global Note will be executed and delivered in substantially<br> the form of Exhibit A hereto. The Global Note may not be exchanged in whole or in part for a Definitive Note, or registered in the name<br> of any person other than the Common Safekeeper or a nominee thereof, unless as set forth in the Indenture.<br><br> <br><br><br> <br>References to the Depositary in the Indenture<br> shall mean the Common Safekeeper or the relevant Clearing Agency, as applicable. |
| The Common Safekeeper and Effectuation: | The Trustee shall deliver the authenticated Notes<br> to the relevant nominee of the Common Safekeeper. The Common Safekeeper shall effectuate the Notes in accordance with the Issuer’s<br> effectuation authorization instructions.<br><br> <br><br><br> <br>Exhibit D attached hereto is added as Exhibit<br> C to the Indenture.<br><br> <br><br><br> <br>The following provisions are added to the Indenture:<br><br> <br><br><br> <br>Section 2.15 New Safekeeping<br> Structure. The Paying Agent undertakes to the Issuer that it will, in connection with the issue of the Notes, perform the duties which<br> are stated to be performed by it in Exhibit C (New Safekeeping Structure Duties). Each Agent (other than the Paying Agent) agrees that<br> if any information that is required by the Paying Agent to perform the duties set out in Exhibit C becomes known to it, it will promptly<br> provide such information to the Paying Agent.<br><br> <br><br><br> <br>Section 2.16 Election of<br> Common Safekeeper. The Issuer hereby authorizes and instructs the Paying Agent to elect Clearstream as Common Safekeeper. The Issuer<br> acknowledges that any such election is subject to the right of Euroclear and Clearstream to jointly determine that the other shall act<br> as Common Safekeeper and agrees that no liability shall attach to the Paying Agent in respect of any such election made by it.<br><br> <br><br><br> <br>Section 2.17 Authority<br> to Authenticate and Effectuate. The Trustee is authorized by the Issuer to (i) authenticate or cause to be authenticated the<br> Global Notes and the Definitive Notes (if any) and (ii) transmit such Global Notes electronically to the Common Safekeeper and to<br> give effectuation instructions in respect of the Global Note following authentication thereof by the signature of any of its officers<br> or any other person duly authorized for such purpose by the Trustee. |
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| Maturity Date: | November 24, 2031, unless redeemed earlier at<br> the option of the Issuer. |
|---|---|
| Interest: | 3.489% per annum<br><br> <br><br><br> <br>Interest shall accrue from November 24, 2025,<br> and be payable annually in arrears on November 24 of each year to Holders of record, in the case of the Notes represented by a Global<br> Note, at the close of business on the Business Day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately<br> preceding the interest payment date and, in all other cases, on the immediately preceding November 10. |
| Additional Amounts: | As set forth in Section 4.7 of the Indenture and in Paragraph 8 of the form of the Notes attached hereto as Exhibit A, Additional Amounts shall be payable. |
| Place of Payment: | The principal, any premium and Additional Amounts, if any, and interest on the Notes shall be payable at the Corporate Trust Office of the Trustee (the “Place of Payment”). The Notes may be surrendered for registration, transfer, exchange or conversion as set forth in the Indenture at the Place of Payment |
| Optional Redemption: | As set forth in Section 3.1 of the Indenture and<br> in the form of the Notes attached hereto as Exhibit A, the Issuer may redeem the Notes at its option, in whole or in part, at any time<br> and from time to time.<br><br> <br><br><br> <br>Prior to August 24, 2031 (the date that is<br> three months prior to the scheduled maturity of the Notes) (the “Par Call Date”), the Issuer may redeem the Notes at<br> its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount<br> and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) (i)<br> the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date<br> (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) as the Comparable<br> Government Bond Rate (as defined in Exhibit A) plus 20 basis points, less (ii) interest accrued to the date of redemption, plus,<br> in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the Redemption Date (subject to<br> the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).<br><br> <br><br><br> <br>On or after the Par Call Date, the Issuer may<br> redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount<br> of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the Redemption<br> Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). |
3
| The Issuer’s actions and determinations<br>in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt,<br>any redemption price shall be calculated by the Issuer, or on behalf of the Issuer by such Person as the Issuer may engage, and the calculation<br>of the redemption price shall not be an obligation or duty of the Trustee or the Paying Agent. Neither the Trustee nor any Paying Agent<br>shall be responsible for determining or verifying the Company’s determination of the redemption price.<br><br><br><br><br><br><br><br>Any such redemption and notice may, in the Issuer’s<br>discretion, be subject to the satisfaction of one or more conditions precedent, and such notice may state that, in the Issuer’s<br>discretion, the Redemption Date may be delayed without any additional notice until such time as any or all such conditions shall be satisfied.<br><br><br><br><br><br><br><br>In the case of a partial redemption of the Notes,<br>selection of the Notes to be redeemed shall be made in the manner described in Section 3.3 of the Indenture.<br><br><br><br><br><br><br><br>If and for so long as the Notes to be redeemed<br>are admitted to the Global Exchange Market of Euronext Dublin and the rules of Euronext Dublin so require, not less than 10 nor more than<br>60 days prior to the Redemption Date, the Issuer will mail notice of redemption to Holders by first class mail, postage prepaid, or otherwise<br>in accordance with the applicable procedures of Euroclear or Clearstream, to each Holder of Notes to be redeemed, at such Holder’s<br>address appearing in the Register. Such notice of redemption may also be posted on the official website of Euronext Dublin (www.ise.ie),<br>to the extent and in the manner permitted by the rules of Euronext Dublin.<br><br><br><br><br><br><br><br>Except pursuant to the preceding paragraphs and except as described<br>below under “Tax Redemption”, the Notes will not be redeemable at the Issuer’s option. | |
|---|---|
| Tax Redemption: | As set forth in Section 4.7 of the Indenture and in Paragraph 8 of the form of the Notes attached hereto as Exhibit A, in the event of certain tax law changes that would require the Issuer or any Guarantor to pay Additional Amounts, the Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption, and all Additional Amounts, if any. |
| Sinking Fund | The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. |
| Events of Default: | Section 7.1 of the Indenture is hereby supplemented<br> such that “Event of Default” also means the following event which shall have occurred and be continuing:<br><br> <br><br><br> <br>(5) default under any mortgage, indenture or instrument<br> under which there is issued and outstanding any Indebtedness for money borrowed by Smurfit Westrock or any of its Subsidiaries (or the<br> payment of which is guaranteed by Smurfit Westrock or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is<br> created after the date of the Indenture, if that default:<br><br> <br><br><br> <br>(a) is<br> caused by a failure to pay principal at the final stated maturity of such Indebtedness (after giving effect to any applicable grace period<br> provided in the Indebtedness) (a “Payment Default”); or<br><br> <br><br><br> <br>(b) results<br> in the acceleration of such Indebtedness prior to its express maturity; |
4
| and in each case, the principal amount of any<br>such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the<br>maturity of which has been so accelerated, aggregates $300.0 million or more.<br><br><br><br><br><br><br><br>In the event of any Event of Default specified<br>in clause (5), above, such Event of Default and all consequences thereof (including, without limitation, any acceleration or resulting<br>payment default) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders, if within<br>30 days after such Event of Default arose, (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged,<br>(y) the creditors on such Indebtedness have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to<br>such Event of Default or (z) if the default that is the basis for such Event of Default has been cured.<br><br><br><br><br><br><br><br>In the case of any Event of Default occurring by reason of any willful<br>action (or inaction) taken (or not taken) by or on behalf of the Issuer in bad faith with the intention of avoiding payment of the premium<br>that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions<br>of the Indenture or was required to repurchase the Notes, an equivalent premium shall also become and be immediately due and payable<br>to the extent permitted by law upon the acceleration of the Notes. | |
|---|---|
| Defeasance and Discharge of the Notes (Sections 9.2 and 9.3 of the Indenture): | Applicable |
| Change of Control: | If a Change of Control Repurchase Event occurs,<br>each Holder will have the right to require the Issuer to repurchase all or any part (equal to €100,000 and integral multiples of<br> €1,000 in excess thereof in the case of Notes that have denominations larger than €100,000) of that Holder’s Notes pursuant<br>to an offer (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment (the “Changeof Control Payment”) in cash equal to 100% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid<br>interest and Additional Amounts, if any, thereon, to, but excluding, the date of purchase.<br><br><br><br><br><br><br><br>Within 60 days following any Change of Control Repurchase Event, the<br>Issuer will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control<br>Repurchase Event and offering to repurchase the Notes on a date (the “Change of Control Payment Date”) specified in<br>such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the<br>procedures required by the Indenture and described in such notice. The Issuer will comply with the requirements of Section 14(e) of the<br>Exchange Act to the extent applicable and any other securities laws and regulations thereunder to the extent such laws and regulations<br>are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that<br>the provisions of any securities laws or regulations conflict with these Change of Control Repurchase Event provisions, the Issuer will<br>comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under these Change<br>of Control Repurchase Event by virtue of such conflict. |
5
| On the Change of Control Payment Date, the Issuer<br> will, to the extent lawful:<br><br> <br><br><br> <br>(1) accept<br> for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;<br><br> <br><br><br> <br>(2) deposit<br> with the relevant Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered;<br> and<br><br> <br><br><br> <br>(3) deliver<br> or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal<br> amount of the Notes or portions thereof being purchased by the Issuer.<br><br> <br><br><br> <br>The Paying Agent will promptly mail to each Holder<br> of the Notes so tendered the Change of Control Payment for the Notes and the Trustee or the relevant Registrar will, upon receipt of an<br> Issuer Order, promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount<br> to any unpurchased portion of any Notes surrendered, if any; provided that each such new Note will be in a principal amount of<br> €100,000 or an integral multiple of €1,000 in excess thereof.<br><br> <br><br><br> <br>In the case of Definitive Notes, if the Change<br> of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid<br> interest and Additional Amounts, if any, will be paid to the Person in whose name a Note is registered at the close of business on such<br> record date, and no additional interest or Additional Amounts will be payable to Holders who tender pursuant to the Change of Control<br> Offer; in the case of Global Notes, the Issuer will pay accrued and unpaid interest to the Change of Control Payment Date to the Holder<br> on such date.<br><br> <br><br><br> <br>The Issuer will publicly announce the results<br> of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, and if and for so long as the Notes<br> are listed on Euronext Dublin, and the rules of Euronext Dublin so require, the Issuer will give notice with respect to the results of<br> the Change of Control Offer to the Companies Announcement Office of Euronext Dublin.<br><br> <br><br><br> <br>The provisions described above that require the<br> Issuer to make a Change of Control Offer following a Change of Control Repurchase Event will be applicable regardless of whether any other<br> provisions of the Indenture are applicable.<br><br> <br><br><br> <br>The Issuer will not be required to make a Change<br> of Control Offer with respect to the Notes following a Change of Control Repurchase Event if (i) an Affiliate of the Issuer or a<br> third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth<br> in this Officers’ Certificate applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered<br> and not withdrawn under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given<br> as described herein under the caption “Optional Redemption” unless and until there is a default in the payment of the<br> applicable redemption price, plus accrued and unpaid interest to the proposed Redemption Date. Notwithstanding the foregoing, a Change<br> of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon the Change of Control, so long as a<br> definitive agreement has been executed that contains terms and provisions that would otherwise result in a Change of Control upon completion<br> of the transactions contemplated thereby. |
|---|
6
| In connection with the provisions described above<br>that require the Issuer to make a Change of Control Offer following a Change of Control Repurchase Event, the following defined terms<br>apply:<br><br><br><br><br><br><br><br>“Change of Control” means the<br>occurrence of any of the following:<br><br><br><br><br><br><br><br>(1) the<br>direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or transfer of Smurfit<br>Westrock’s Voting Stock), in one or a series of related transactions, of all or substantially all of the properties or assets of<br>Smurfit Westrock and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange<br>Act);<br><br><br><br><br><br><br><br>(2) the<br>adoption of a plan relating to the liquidation or dissolution of the Issuer; or<br><br><br><br><br><br><br><br>(3) the<br>consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”<br>(as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Smurfit Westrock, measured<br>by voting power rather than number of shares.<br><br><br><br><br><br><br><br><br><br><br><br>Notwithstanding the foregoing, a transaction will<br>not be deemed to involve a Change of Control if (i) the Ultimate Parent immediately prior to such transaction becomes a direct or<br>indirect wholly owned subsidiary of another Person and (ii)(A) the Beneficial Owners of the Voting Stock of such other Person immediately<br>following that transaction are substantially the same as the holders of the Voting Stock of the Ultimate Parent immediately prior to that<br>transaction or (B) immediately following that transaction no Person is the Beneficial Owner, directly or indirectly, of more than<br>50% of the Voting Stock of such Person, measured by voting power rather than number of shares.<br><br><br><br><br><br><br><br>“Change of Control Repurchase Event”<br>means a Change of Control and a Rating Event.<br><br><br><br><br><br><br><br>“Rating Date” means the date<br>of first public announcement of an event that constitutes a Change of Control.<br><br><br><br><br><br><br><br>“Rating Event” means that<br>any time within a 90 day period from the Rating Date (which period shall be extended for up to, but no longer than, an additional 90<br>days so long as any Rating Agency has publicly announced that it is considering a possible downgrade of the Notes), (i) the rating<br>on the Notes is lowered by at least one Rating Agency and (ii) the Notes are rated below an Investment Grade rating by at least<br>two Rating Agencies, if the Notes are rated by all three Rating Agencies, or by each Rating Agency, if the Notes are rated by fewer than<br>three Rating Agencies; provided that a Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed<br>to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition<br>of Change of Control Repurchase Event hereunder) if the Rating Agency or Rating Agencies, as applicable, making the reduction in rating<br>to which this definition would otherwise apply does or do not announce or publicly confirm or inform us in writing that the reduction<br>was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable<br>Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Event). The Trustee<br>shall not be responsible for monitoring or charged with knowledge of the ratings on the Notes. |
|---|
7
| Limitation on Issuance of Guarantees of Indebtedness by Subsidiaries: | Smurfit Westrock will not cause or permit any<br> of its Subsidiaries that is not a Guarantor or the Issuer, directly or indirectly, to guarantee, assume or in any other manner become<br> liable for the payment of any Indebtedness of Smurfit Westrock or any of its Subsidiaries under the Existing Guarantee Covenant Notes<br> or any other Public Indebtedness unless, subject to the limitations set forth in the Indenture, such Subsidiary executes and delivers<br> a supplemental indenture to the Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same terms as the<br> guarantee of such Indebtedness within 10 Business Days thereof; provided that if such Indebtedness is by its terms expressly subordinated<br> to the Notes or any Guarantee, any such guarantee, assumption or other liability of such Subsidiary with respect to such Indebtedness<br> shall be subordinated to such Subsidiary’s Guarantee of the Notes at least to the same extent as such Indebtedness is subordinated<br> to the Notes or any other Guarantee.<br><br> <br><br><br> <br>The obligations in the foregoing paragraph will<br> not be operative to the extent (1) the Notes have an Investment Grade rating from two or more Rating Agencies and (2) none of<br> the Existing Guarantee Covenant Notes benefit from a guarantee from such Subsidiary. The obligations in the foregoing paragraph will be<br> permanently terminated and no longer in effect as of the first date on which none of the Existing Guarantee Covenant Notes are outstanding.<br><br> <br><br><br> <br>To the extent any Subsidiary of Smurfit Westrock<br> is required to provide a Guarantee, such Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors<br> (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital<br> maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable<br> law. |
|---|---|
| No Personal Liability of Directors, Officers, Employees and Stockholders: | Section 12.9 of the Indenture is hereby restated<br> in its entirety:<br><br> <br><br><br> <br>No director, officer, employee, incorporator or<br> stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under<br> the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.<br> Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration<br> for issuance of the Notes. The waiver may not be effective to waive liabilities under the United States federal or other applicable securities<br> laws. |
| Listing Exchange: | The Notes are expected to be listed on the Official List of the Irish Stock Exchange plc trading as Euronext Dublin and to trading on the Global Exchange Market and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange. No assurance can be given that such application will be approved or that any of the Notes will be listed. |
| Notices and Demand to the Issuer or the Guarantors: | Smurfit Westrock plc<br><br> <br>Attention: Secretary<br><br> <br>Beech Hill<br><br> <br>Clonskeagh<br><br> <br>Dublin 4<br><br> <br>Ireland |
8
| Notices and Demands to the Trustee: | Deutsche Bank Trust Company Americas<br><br> <br>Attention: Corporates Team, Smurfit Westrock AA8433<br><br> <br>Trust and Securities Services<br><br> <br>1 Columbus Circle, 4th Floor<br><br> <br>Mail Stop: NYC01-0417<br><br> <br>New York, New York 10019<br><br> <br>United States of America |
|---|---|
| Other Terms of the Notes: | The Notes shall include such other terms as are<br> set forth in the form of Notes attached hereto as Exhibit A hereto and in the Indenture. |
9
Dated: November 24, 2025
| ISSUER:<br><br> <br><br><br> <br>SMURFIT KAPPA TREASURY UNLIMITED COMPANY | |
|---|---|
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Authorised Signatory | |
| By: | /s/ Gillian Carson-Callan |
| Name: Gillian Carson-Callan | |
| Title: Authorised Signatory |
[Signature Page to the Officers' Certificate]
| IRISH GUARANTORS:<br><br> <br><br><br> <br>SMURFIT WESTROCK PLC | |
|---|---|
| SMURFIT KAPPA GROUP LIMITED | |
| SMURFIT KAPPA INVESTMENTS LIMITED | |
| SMURFIT KAPPA ACQUISITIONS UNLIMITED COMPANY | |
| SMURFIT KAPPA TREASURY FUNDING DESIGNATED ACTIVITY COMPANY | |
| SMURFIT WESTROCK FINANCING DAC | |
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Authorised Signatory | |
| By: | /s/ Gillian Carson-Callan |
| Name: Gillian Carson-Callan | |
| Title: Authorised Signatory |
[Signature Page to the Officers' Certificate]
| DUTCH GUARANTOR:<br><br> <br><br><br> <br>SMURFIT INTERNATIONAL B.V. | |
|---|---|
| By: | /s/ PJA Koelewijn |
| Name: PJA Koelewijn | |
| Title: | |
| By: | /s/ M. Van Der Velden |
| Name: M. Van Der Velden | |
| Title: Director |
[Signature Page to the Officers' Certificate]
| DELAWARE GUARANTORS:<br><br> <br><br><br> <br>SMURFIT WESTROCK<br> US HOLDINGS CORPORATION | |
|---|---|
| WESTROCK COMPANY | |
| WESTROCK MWV, LLC<br><br> <br>WRKCO. INC. | |
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Chief Financial Officer, Smurfit Westrock Group | |
| By: | /s/ Steven B. Nickerson |
| Name: Steven B. Nickerson | |
| Title: Secretary |
[Signature Page to the Officers' Certificate]
| GEORGIA GUARANTOR:<br><br> <br><br><br> <br>WESTROCK RKT, LLC | |
|---|---|
| By: | /s/ Ken Bowles |
| Name: Ken Bowles | |
| Title: Chief Financial Officer, Smurfit Westrock Group | |
| By: | /s/ Steven B. Nickerson |
| Name: Steven B. Nickerson | |
| Title: Secretary |
[Signature Page to the Officers' Certificate]
EXHIBIT A
[FORM OF FACE OF GLOBAL NOTE]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.
[Global Notes Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) OR CLEARSTREAM BANKING S.A. (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON SAFEKEEPER (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON SAFEKEEPER (AND ANY PAYMENT IS MADE TO THE COMMON SAFEKEEPER OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON SAFEKEEPER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON SAFEKEEPER, HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE COMMON SAFEKEEPER. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO A NOMINEE OF THE COMMON SAFEKEEPER OR BY A NOMINEE OF THE COMMON SAFEKEEPER TO THE COMMON SAFEKEEPER OR ANOTHER NOMINEE OF THE COMMON SAFEKEEPER OR, IN EACH CASE, TO ANOTHER SUCCESSOR OF THE COMMON SAFEKEEPER OR A NOMINEE OF SUCH SUCCESSOR AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
A-1
SMURFIT KAPPA TREASURY UNLIMITED COMPANY
3.489% Senior notes due 2031
Common Code: 323710996
ISIN: XS3237109965
No. R-1
SMURFIT KAPPA TREASURY UNLIMITED COMPANY, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”, which term includes any successor corporation), for value received promises to pay to Clearstream Nominees Limited (as nominee of the Common Safekeeper) or registered assigns upon surrender hereof the principal sum indicated on Schedule A hereof, on November 24, 2031.
Interest Payment Date: November 24 of each year, commencing November 24, 2026.
Record Date: The close of business on the Business Day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately preceding the interest payment date.
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
This is to certify that Clearstream Nominees Limited is the registered holder of the aggregate nominal amount of €[ ].
This Note shall not become valid for any purpose until authenticated by the Registrar and effectuated by the entity appointed as Common Safekeeper by Euroclear or Clearstream.
A-2
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or electronically by its duly authorized officers.
Dated:
| SMURFIT KAPPA TREASURY UNLIMITED COMPANY |
|---|
| AS ISSUER |
| By:_________________________ |
| Name: |
| Title: |
| By:_________________________ |
| Name: |
| Title: |
[Signature Page to Global Note (EUR Notes)]
This is one of the Notes referred to
in the within-mentioned Indenture:
Deutsche Bank Trust Company Americas,
as Authenticating Agent for
Deutsche Bank Trust Company Americas, as Trustee
By: _____________________
Name:
Title:
Dated: _________________
By: _____________________
Name:
Title:
Dated: _________________
COMMON SAFEKEEPER
This Note is effectuated without recourse, warranty or liability by or on behalf of
CLEARSTREAM BANKING S.A. as Common Safekeeper:
By: _____________________
Authorized Signatory
By: _____________________
Authorized Signatory
[Signature Page to Global Note (EUR Notes)]
[FORM OF REVERSE]
SMURFITKAPPA TREASURY UNLIMITED COMPANY
3.489% SENIOR NOTES DUE 2031
1. Interest. SMURFIT KAPPA TREASURY UNLIMITED COMPANY, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on the Notes will be payable annually in arrears on November 24 of each year, commencing November 24, 2026. The Issuer will make each interest payment to the Holders of record at the close of business on the Business Day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately preceding the interest payment date. Rights of holders of beneficial interests to receive such payments will be subject to applicable procedures of Euroclear or Clearstream. Interest on the Notes will accrue at the rate of 3.489% per annum on the aggregate nominal amount of the Notes outstanding. Interest accruing on all Notes then outstanding shall be payable in cash. Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid or duly provided for on the Notes (or the date of original issuance if no interest has been paid on the Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set forth herein.
2. Additional Amounts. All payments made by the Payor on the Notes or any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:
(1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or Beneficial Owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or Beneficial Owner having any present or former connection with such Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee;
A-4
(2) any Taxes that would not have been imposed if the Holder or Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);
(3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);
(4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period);
(5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee;
(6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;
(7) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or Beneficial Owner who would have been able to avoid such Tax by presenting the Note to, or otherwise accept payment from, another paying agent in a member state of the European Union;
(8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the Original Issue Date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof;
(9) all United States backup withholding taxes;
(10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or
(11) any combination of clauses (1) through (10) above.
Such Additional Amounts will also not be payable where, had the Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (11) inclusive above.
Upon request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.
3. Method of Payment. The Issuer shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the Record Date with respect to such Notes immediately preceding the interest payment date for such interest. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay all amounts owing hereunder in euros. Immediately available funds for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on this Note due on any interest payment date, maturity date, Redemption Date or other repurchase date will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Holders on such respective dates.
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4. Paying Agent, Registrar and Transfer Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. In the event that a Paying Agent or Transfer Agent is replaced, the Issuer will provide notice thereof as set forth in the Indenture. The Issuer may change any Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may, subject to certain exceptions, act in any such capacity.
5. Indenture. The Issuer issued the Notes under a base indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated November 24, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), establishing certain terms of the Notes, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 3.489% Senior Notes due 2031 (the “Notes”). The terms of the Notes include those stated in the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture for a statement of them. The Notes are senior obligations of the Issuer. Additional Notes may be issued from time to time under the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.
6. Ranking. The Notes will be senior unsecured obligations of the Issuer and will: (a) rank equally in right of payment with all of the Issuer’s existing and future Indebtedness that is not subordinated in right of payment to the Notes; (b) rank senior in right of payment to all of the Issuer’s existing and future Indebtedness that is subordinated in right of payment to the Notes; (c) be effectively junior to all of the Issuer’s existing and future secured Indebtedness to the extent of the value of the collateral securing such other Indebtedness; and (d) be structurally subordinated in right of payment to any obligations of Smurfit Westrock’s Subsidiaries other than Smurfit Westrock’s Subsidiaries that are Guarantors.
7. Optional Redemption. Except as set forth below in this Paragraph 7 or under Paragraph 8, none of the Notes will be redeemable prior to August 24, 2031.
Prior to August 24, 2031 (the date that is three months prior to the scheduled maturity of the Notes) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, any redemption price shall be calculated by the Issuer, or on behalf of the Issuer by such Person as the Issuer may engage, and the calculation of the redemption price shall not be an obligation or duty of the Trustee or the Paying Agent. Neither the Trustee nor any Paying Agent shall be responsible for determining or verifying the Company’s determination of the redemption price.
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Any such redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, and such notice may state that, in the Issuer’s discretion, the Redemption Date may be delayed without any additional notice until such time as any or all such conditions shall be satisfied.
In the case of a partial redemption of the Notes, selection of the Notes to be redeemed shall be made in the manner described in Section 3.3 of the Indenture.
If and for so long as the Notes to be redeemed are admitted to the Global Exchange Market of Euronext Dublin and the rules of Euronext Dublin so require, not less than 10 nor more than 60 days prior to the Redemption Date, the Issuer will mail notice of redemption to Holders by first class mail, postage prepaid, or otherwise in accordance with the applicable procedures of Euroclear or Clearstream, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Register. Such notice of redemption may also be posted on the official website of Euronext Dublin (www.ise.ie), to the extent and in the manner permitted by the rules of Euronext Dublin.
In connection with this Paragraph 7, the following defined terms apply:
“Comparable GovernmentBond” means, in relation to any Comparable Government Bond Rate calculation, at the Issuer’s discretion, a German government bond whose maturity is closest to the maturity of the Notes being redeemed, or if the Issuer determines that such similar bond is not in issue, such other German government bond as the Issuer may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable GovernmentBond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, of the applicable Comparable Government Bond on the basis of the middle market price of such Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by the Issuer.
8. Special Tax Redemption. The Issuer may, at its option, redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if a Payor determines that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in TaxLaw”), the Payor or any Guarantor is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot avoid such obligation by taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the original issue date of the Notes, the Change in Tax Law must become effective on or after the original issue date of the Notes. In the case of a Successor Issuer or any Person who becomes a Guarantor after the original issue date of the Notes or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor or Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Payor will deliver to the Trustee an opinion of an independent tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee will accept such opinion as sufficient existence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders of the Notes.
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9. Guarantees. The payment by the Issuer of the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes and all other obligations of the Issuer under the Indenture is, subject to Section 11.2 of the Indenture and limitations under applicable law, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the Guarantors to the extent set forth in the Indenture.
10. Denominations; Form; Transfer and Exchange. The Global Notes are in registered form, without coupons, in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Trustee, the Registrar, the Paying Agent and the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay all taxes and fees required by law or permitted by the Indenture.
11. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes, subject to the terms of the Indenture.
12. Unclaimed Funds. If funds for the payment of principal of, premium, if any, interest and Additional Amounts, if any, on the Notes remain unclaimed for two years, the Trustee and the Paying Agents will repay the funds to the Issuer at its written request. After that, all liability of the Trustee and such Paying Agents with respect to such funds shall cease.
13. Legal Defeasance and Covenant Defeasance. The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof, and may be discharged from its obligations to comply with certain covenants contained in the Indenture, in each case upon satisfaction of certain conditions specified in the Indenture.
14. Amendment; Supplement; Waiver. Subject to certain exceptions specified in the Indenture, the Indenture, the Notes or the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding.
15. Successors. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.
16. Defaults and Remedies. Subject to certain restrictions, if an Event of Default (other than an Event of Default specified in clause (4) of Section 7.1 of the Base Indenture) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default in payment of principal, premium, interest, and Additional Amounts, if any, including an accelerated payment) if it determines that withholding notice is in their interest.
17. Trustee Dealings with Issuer. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.
18. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
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19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent signs, by manual, electronic or facsimile signature, the certificate of authentication on this Note and the entity appointed as Common Safekeeper by Euroclear and Clearstream effectuates this Note.
20. Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Unless otherwise defined herein, terms defined in the Indenture are used herein as defined therein.
21. Common Codes and ISINs. The Issuer has caused Common Codes and ISINs to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
22. Governing Law. The Indenture, the Notes and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with, the laws of the State of New York.
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SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Note shall be €[ ]. The following decreases/increases in the principal amount at maturity of this Note have been made:
| Date of<br><br> <br>Decrease/<br><br> <br>Increase | Decrease in<br><br> <br>Principal<br><br> <br>Amount at<br><br> <br>Maturity | Increase in<br><br> <br>Principal<br><br> <br>Amount at<br><br> <br>Maturity | Total Principal<br><br> <br>Amount at<br><br> <br>Maturity<br><br> <br>Following such<br><br> <br>Decrease/<br><br> <br>Increase | Notation<br><br> <br>Made by<br><br> <br>or on<br><br> <br>Behalf of<br><br> <br>Trustee |
|---|---|---|---|---|
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
| ___________ | ___________ | ___________ | ___________ | ___________ |
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EXHIBIT B
[FORM OF FACE OF DEFINITIVE NOTE]
THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.
[Definitive Notes Legend]
IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
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SMURFIT KAPPA TREASURY UNLIMITED COMPANY
3.489% Senior notes due 2031
Common Code: 323710996
ISIN: XS3237109965
No. R-1
SMURFIT KAPPA TREASURY UNLIMITED COMPANY, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”, which term includes any successor corporation), for value received promises to pay to Cede & Co. or registered assigns upon surrender hereof the principal sum indicated on Schedule A hereof, on November 24, 2031.
Interest Payment Date: November 24 of each year, commencing November 24, 2026.
Record Date: November 10 of each year.
Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or electronically by its duly authorized officers.
Dated:
| SMURFIT KAPPA TREASURY UNLIMITED COMPANY |
|---|
| AS ISSUER |
| By:_________________________ |
| Name: |
| Title: |
| By:_________________________ |
| Name: |
| Title: |
[Signature Page to Definitive Note (EUR Notes)]
This is one of the Notes referred to
in the within-mentioned Indenture:
Deutsche Bank Trust Company Americas,
as Authenticating Agent for
Deutsche Bank Trust Company Americas, as Trustee
By: _____________________
Name:
Title:
Dated: _____________________
[Signature Page to Definitive Note (EUR Notes)]
[FORM OF REVERSE]
SMURFITKAPPA TREASURY UNLIMITED COMPANY
3.489% SENIOR NOTES DUE 2031
1. Interest. SMURFIT KAPPA TREASURY UNLIMITED COMPANY, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate and in the manner specified below. Interest on the Notes will be payable annually in arrears on November 24 of each year, commencing November 24, 2026. The Issuer will make each interest payment to the Holders of record at the close of business on the immediately preceding November 10. Rights of holders of beneficial interests to receive such payments will be subject to applicable procedures of Euroclear or Clearstream. Interest on the Notes will accrue at the rate of 3.489% per annum on the aggregate nominal amount of the Notes outstanding. Interest accruing on all Notes then outstanding shall be payable in cash. Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid or duly provided for on the Notes (or the date of original issuance if no interest has been paid on the Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Any interest paid on this Note shall be increased to the extent necessary to pay Additional Amounts as set forth herein.
2. Additional Amounts. All payments made by the Payor on the Notes or any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:
(1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or Beneficial Owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or Beneficial Owner having any present or former connection with such Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee;
(2) any Taxes that would not have been imposed if the Holder or Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);
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(3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);
(4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period);
(5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee;
(6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge;
(7) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or Beneficial Owner who would have been able to avoid such Tax by presenting the Note to, or otherwise accept payment from, another paying agent in a member state of the European Union;
(8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the Original Issue Date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof;
(9) all United States backup withholding taxes;
(10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or
(11) any combination of clauses (1) through (10) above.
Such Additional Amounts will also not be payable where, had the Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (11) inclusive above.
Upon request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.
3. Method of Payment. The Issuer shall pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the Record Date with respect to such Notes immediately preceding the interest payment date for such interest. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay all amounts owing hereunder in euros. With respect to payments in euros, if (i) a Holder has given wire transfer instructions to the Issuer and the Paying Agent in writing and (ii) the Paying Agent has received such written wire transfer instruction at least 15 days prior to the date of the relevant payment, then the Issuer will pay all interest, premium and Additional Amounts, if any, on that Holder’s Notes in accordance with those instructions by wire transfer of same day funds to the Paying Agent who in turn will wire such funds to the Holder hereof or to such other Person as the Holder hereof may in writing to the Paying Agent direct. In all other cases, the Issuer may elect to make payments of interest, premium and Additional Amounts, if any, on a Holder’s Notes by check mailed to the Holders at their addresses set forth in the register of Holders. Payments on Notes will be made through the office or agency of the Paying Agent and Registrar for the Notes unless the Issuer elects to make interest payments by check as previously described. If payments are made through the Paying Agent, immediately available funds for the payment of the principal of, premium, if any, interest and Additional Amounts, if any, on this Note due on any interest payment date, maturity date, Redemption Date or other repurchase date will be made available to the Paying Agent to permit the Paying Agent to pay such funds to the Holders on such respective dates.
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4. Paying Agent, Registrar and Transfer Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. In the event that a Paying Agent or Transfer Agent is replaced, the Issuer will provide notice thereof as set forth in the Indenture. The Issuer may change any Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may, subject to certain exceptions, act in any such capacity.
5. Indenture. The Issuer issued the Notes under a base indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated November 24, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), establishing certain terms of the Notes, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 3.489% Senior Notes due 2031 (the “Notes”). The terms of the Notes include those stated in the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture for a statement of them. The Notes are senior obligations of the Issuer. Additional Notes may be issued from time to time under the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.
6. Ranking. The Notes will be senior unsecured obligations of the Issuer and will: (a) rank equally in right of payment with all of the Issuer’s existing and future Indebtedness that is not subordinated in right of payment to the Notes; (b) rank senior in right of payment to all of the Issuer’s existing and future Indebtedness that is subordinated in right of payment to the Notes; (c) be effectively junior to all of the Issuer’s existing and future secured Indebtedness to the extent of the value of the collateral securing such other Indebtedness; and (d) be structurally subordinated in right of payment to any obligations of Smurfit Westrock’s Subsidiaries other than Smurfit Westrock’s Subsidiaries that are Guarantors.
7. Optional Redemption. Except as set forth below in this Paragraph 7 or under Paragraph 8, none of the Notes will be redeemable prior to August 24, 2031.
Prior to August 24, 2031 (the date that is three months prior to the scheduled maturity of the Notes) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, any redemption price shall be calculated by the Issuer, or on behalf of the Issuer by such Person as the Issuer may engage, and the calculation of the redemption price shall not be an obligation or duty of the Trustee or the Paying Agent. Neither the Trustee nor any Paying Agent shall be responsible for determining or verifying the Company’s determination of the redemption price.
B-7
Any such redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, and such notice may state that, in the Issuer’s discretion, the Redemption Date may be delayed without any additional notice until such time as any or all such conditions shall be satisfied.
In the case of a partial redemption of the Notes, selection of the Notes to be redeemed shall be made in the manner described in Section 3.3 of the Indenture.
If and for so long as the Notes to be redeemed are admitted to the Global Exchange Market of Euronext Dublin and the rules of Euronext Dublin so require, not less than 10 nor more than 60 days prior to the Redemption Date, the Issuer will mail notice of redemption to Holders by first class mail, postage prepaid, or otherwise in accordance with the applicable procedures of Euroclear or Clearstream, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Register. Such notice of redemption may also be posted on the official website of Euronext Dublin (www.ise.ie), to the extent and in the manner permitted by the rules of Euronext Dublin.
In connection with this Paragraph 7, the following defined terms apply:
“Comparable GovernmentBond” means, in relation to any Comparable Government Bond Rate calculation, at the Issuer’s discretion, a German government bond whose maturity is closest to the maturity of the Notes being redeemed, or if the Issuer determines that such similar bond is not in issue, such other German government bond as the Issuer may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable GovernmentBond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, of the applicable Comparable Government Bond on the basis of the middle market price of such Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by the Issuer.
8. Special Tax Redemption. The Issuer may, at its option, redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if a Payor determines that, as a result of: (1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in TaxLaw”), the Payor or any Guarantor is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts with respect to the Notes, and the Payor or the relevant Guarantor (as appropriate) cannot avoid such obligation by taking reasonable measures available to it. In the case of the Issuer or any Guarantor as of the original issue date of the Notes, the Change in Tax Law must become effective on or after the original issue date of the Notes. In the case of a Successor Issuer or any Person who becomes a Guarantor after the original issue date of the Notes or any successor of any Guarantor, the Change in Tax Law must become effective after the date that the Issuer first makes payment on the Notes or after the date on which such Person became a Guarantor or a successor of any Guarantor, as applicable. Notice of redemption for taxation reasons will be published in accordance with the procedures set forth in the Indenture. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor or Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Payor will deliver to the Trustee an opinion of an independent tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee will accept such opinion as sufficient existence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders of the Notes.
B-8
9. Guarantees. The payment by the Issuer of the principal of, premium, if any, interest or Additional Amounts, if any, on the Notes and all other obligations of the Issuer under the Indenture is, subject to Section 11.2 of the Indenture and limitations under applicable law, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of the Guarantors to the extent set forth in the Indenture.
10. Denominations; Form; Transfer and Exchange. The Notes are in definitive registered form, without coupons, in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Trustee, the Registrar, the Paying Agent and the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay all taxes and fees required by law or permitted by the Indenture.
11. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes, subject to the terms of the Indenture.
12. Unclaimed Funds. If funds for the payment of principal of, premium, if any, interest and Additional Amounts, if any, on the Notes remain unclaimed for two years, the Trustee and the Paying Agents will repay the funds to the Issuer at its written request. After that, all liability of the Trustee and such Paying Agents with respect to such funds shall cease.
13. Legal Defeasance and Covenant Defeasance. The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof, and may be discharged from its obligations to comply with certain covenants contained in the Indenture, in each case upon satisfaction of certain conditions specified in the Indenture.
14. Amendment; Supplement; Waiver. Subject to certain exceptions specified in the Indenture, the Indenture, the Notes or the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding.
15. Successors. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.
16. Defaults and Remedies. Subject to certain restrictions, if an Event of Default (other than an Event of Default specified in clause (4) of Section 7.1 of the Base Indenture) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default in payment of principal, premium, interest, and Additional Amounts, if any, including an accelerated payment) if it determines that withholding notice is in their interest.
17. Trustee Dealings with Issuer. The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.
18. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
B-9
19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent signs, by manual, electronic or facsimile signature, the certificate of authentication on this Note.
20. Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Unless otherwise defined herein, terms defined in the Indenture are used herein as defined therein.
21. Common Codes and ISINs. The Issuer has caused Common Codes and ISINs to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
22. Governing Law. The Indenture, the Notes and the Guarantees, and the rights and duties of the parties hereunder and thereunder, shall be governed by, and construed in accordance with, the laws of the State of New York.
B-10
ASSIGNMENT FORM
To assign this Note fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s social security or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him.
____________________________________________________________________
Date: _____________ Your Signature: ______________________
____________________________________________________________________
Sign exactly as your name appears on the other side of this Note.
B-11
EXHIBIT C
FORM OF SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [date], among (i) [guarantor] (the “New Guarantor”), a [type of company] organized under the laws of [jurisdiction of organization] with its registered office at [registeredoffice] and a Subsidiary, (ii) Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), and (iii) Deutsche Bank Trust Company Americas, as Trustee.
WITNESSETH:
WHEREAS the Issuer has heretofore executed an Indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an Officers’ Certificate, dated November 24, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”), establishing certain terms of the 3.489% Senior Notes due 2031 issued by the Issuer (the “Notes”), among the Issuer, the Guarantors and the Trustee;
WHEREAS the terms of the Notes provide that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture providing for a Guarantee of payment of the Notes by the New Guarantor on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 10.1 of the Indenture, the New Guarantor, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder of a Note.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to fully and unconditionally guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article XI of the Indenture and all the other applicable provisions of the Indenture and the Notes.
2. Agreement to be Bound. The New Guarantor hereby shall be a party to the Indenture as a Guarantor and as such shall have all of the rights of, be subject to all of the obligations and agreements of and be bound by all of the provisions applicable to a Guarantor of the Notes under the Indenture and the Notes.
3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Governing Law. This Supplemental Indenture and the rights and duties of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York.
5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
C-1
6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all other related documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures.
7. Incorporation by Reference. Section 12.8 of the Indenture is incorporated by reference into this Supplemental Indenture as if more fully set out herein.
8. Effect of Headings; Certain Definitions. The Section headings herein are for convenience only and shall not affect the construction thereof. Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Indenture.
C-2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| [NEW GUARANTOR] | |
|---|---|
| By___________________________ | |
| Name: | |
| Title: | |
| SIGNED and DELIVERED as a<br> deed [to be signed as a deed only as necessary under local law]<br><br> <br><br><br> <br>for and on behalf of<br><br> <br>SMURFIT KAPPA TREASURY UNLIMITED COMPANY<br><br> <br>by its duly authorized attorney<br><br> <br><br><br> <br>[ ]<br><br> <br><br><br> <br>in the presence of [ ] | |
| --- | --- |
| Signature | |
| Witness (Signature) | |
| Print Address | |
| Witness Occupation |
[Signature Page to the Supplemental Indenture]
| Deutsche Bank Trust Company Americas, as Trustee | |
|---|---|
| By: | |
| Name:<br><br>Title: | |
| By: | |
| Name:<br><br>Title: |
[Signature Page to the Supplemental Indenture]
EXHIBIT D
New Safekeeping Structure Duties
The Issuer and each Agent will comply with the following provisions:
| 1. | The Paying Agent will inform each of Euroclear and Clearstream (the “ICSDs”),<br>through the common service provider appointed by the ICSDs to service the Notes (the “CSP”), of the initial issue outstanding<br>amount (and as subsequently marked up or down in accordance with the following provisions, the “IOA”) for the Notes<br>on or prior to the Issue Date. |
|---|---|
| 2. | The Issuer authorizes and instructs the Paying Agent to (i) cause interests in a<br>Global Note to be exchanged for Definitive Notes in accordance with the terms of this Indenture and (ii) instruct the ICSDs to make appropriate<br>entries in their records to reflect such exchanges from time to time. |
| --- | --- |
| 3. | Upon the issuance of a subsequent tranche or any additional series of Notes under<br>this Indenture in accordance with its terms, the Paying Agent, on behalf of the Issuer, will instruct the ICSDs to make appropriate entries<br>in their records to reflect the increased outstanding aggregate principal amount of the relevant Notes or additional series of Notes. |
| --- | --- |
| 4. | If any event occurs that requires a mark up or mark down of the records which an<br>ICSD holds for its customers to reflect such customers’ interest in the Notes, the Paying Agent will (to the extent known to it)<br>promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the<br>ICSDs (through the CSP) to ensure that the records of the ICSDs reflecting the IOA of the Notes remain at all times accurate. |
| --- | --- |
| 5. | The Paying Agent will at least once every month perform a reconciliation process<br>with the ICSDs (through the CSP) with respect to the IOA for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies. |
| --- | --- |
| 6. | The Paying Agent will promptly assist the ICSDs (through the CSP) in resolving any<br>discrepancy identified in the records reflecting the IOA of the Notes. |
| --- | --- |
| 7. | The Paying Agent will promptly provide to the ICSDs (through the CSP) details of<br>all amounts paid by it under the Notes. |
| --- | --- |
| 8. | The Paying Agent will (to the extent known to it) promptly provide to the ICSDs<br>(through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes. |
| --- | --- |
| 9. | The Paying Agent will (to the extent known to it) promptly provide to the ICSDs<br>(through the CSP) copies of all information that is given to the Holders of the Notes. |
| --- | --- |
| 10. | The Paying Agent will promptly pass on to the Issuer all communications it receives<br>from the ICSDs directly or through the CSP relating to the Notes. |
| --- | --- |
| 11. | The Paying Agent will (to the extent known to it) promptly notify the ICSDs (through<br>the CSP) of any failure by the Issuer to make any payment due under the Notes when due. |
| --- | --- |
D-1
Exhibit 5.1
| Hogan Lovells US LLP<br> 390 Madison Avenue<br> New York, NY<br> 10017<br> T +1 212 918 3000<br> F +1 212 918 3100<br> www.hoganlovells.com |
|---|
November 21, 2025
Smurfit Westrock plc
Smurfit Westrock Financing Designated Activity Company
The additional registrants listed in Annex I hereto
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
To the addressee referred to above:
We are acting as special United States counsel to Smurfit Westrock plc (“Smurfit Westrock”), a public limited company incorporated under the laws of Ireland, Smurfit Westrock Financing Designated Activity Company, a designated activity company incorporated under the laws of Ireland (the “Issuer”), the Covered Guarantors identified in Annex I attached hereto (the “Covered Guarantors”) and the Non-Covered Guarantors identified in Annex I attached hereto, including Smurfit Westrock (the “Non-Covered Guarantors” and, together with the Covered Guarantors, the “Guarantors”) in connection with the issuance and sale of $800 million in aggregate principal amount of the Issuer’s 5.185% Senior Notes due 2036 (the “Notes”), guaranteed as to payment of principal, premium, if any, and interest by each of the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”) pursuant to the terms of the Underwriting Agreement, dated November 17, 2025 (the “Agreement”), among the Issuer, the Guarantors and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (the “Underwriters”). The Securities are to be sold pursuant to the registration statement on Form S-3, as amended (File No. 333-291446) (the “Registration Statement”), filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), on November 12, 2025, and the prospectus, dated November 12, 2025 (the “Prospectus”), as supplemented by the supplement to the Prospectus, dated November 17, 2025 (the “ProspectusSupplement”). The Securities are to be issued pursuant to an Indenture, dated as of November 21, 2025 (the “BaseIndenture”), as supplemented by the Officers’ Certificate, dated November 21, 2025 (the “Officers’Certificate” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Birmingham Boston Brussels Colorado Springs Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Tokyo Washington, D.C. For more information see www.hoganlovells.com.
| Smurfit Westrock Financing Designated Activity Company | - 2 - | November 21, 2025 |
| --- | --- | --- |
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
For purposes of this opinion letter, we have assumed that (i) each party to the Indenture, other than the Covered Guarantors, has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Indenture and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Indenture against the other parties thereto, (ii) each party to the Indenture, other than the Covered Guarantors, has duly authorized, executed and delivered the Indenture, (iii) each party to the Indenture, other than the Covered Guarantors, is validly existing and in good standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid and binding obligation, enforceable against the Trustee in accordance with its terms, (v) there has been no mutual mistake of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, execution or delivery of the Indenture, and the conduct of all parties to the Indenture has complied with any requirements of good faith, fair dealing and conscionability, (vi) at the time of offer, issuance and sale of any Securities, no stop order suspending the effectiveness of the Registration Statement will have been issued and remain in effect and (vii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Indenture. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter.
This opinion letter is based as to matters of law solely on the applicable provisions of the following, as currently in effect: (i) the General Corporation Law of the State of Delaware, as amended, and the Delaware Limited Liability Company Act, as amended, and (ii) the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level). We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).
Based upon, subject to and limited by the foregoing, we are of the opinion that (a) the Guarantees have been duly authorized on behalf of the Covered Guarantors and that, following (i) receipt by the Issuer and the Guarantors of the consideration for the Securities specified in the Agreement and (ii) the due execution, authentication, issuance and delivery of the Securities pursuant to the terms of the Indenture, (b) the Securities will constitute valid and binding obligations of the Issuer and the Guarantors.
| Smurfit Westrock Financing Designated Activity Company | - 3 - | November 21, 2025 |
| --- | --- | --- |
The opinion expressed above with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights and remedies (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances and fraudulent, preferential or voidable transfers) and by the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Securities are considered in a proceeding in equity or at law), including, without limitation, principles limiting the availability of specific performance and injunctive relief.
This opinion letter has been prepared for use in connection with the filing by the Issuer and the Guarantors of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference in the Registration Statement and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Current Report on Form 8-K and to the reference to this firm under the caption “Validity of the Notes and Guarantees” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP
Annex I
Covered Guarantors
| Name of Entity | Type of Entity | Jurisdiction of Organization |
|---|---|---|
| LLC Guarantor | ||
| WestRock MWV, LLC | Limited liability company | Delaware |
| Corporation Guarantors | ||
| WRKCo Inc. | Corporation | Delaware |
| WestRock Company | Corporation | Delaware |
| Smurfit WestRock US Holdings Corporation | Corporation | Delaware |
Non-Covered Guarantors
| Name of Entity | Type of Entity | Jurisdiction of Organization |
|---|---|---|
| WestRock RKT, LLC | Limited liability company | Georgia |
| Smurfit Kappa Group Limited | Private limited company | Ireland |
| Smurfit Kappa Investments Limited | Private limited company | Ireland |
| Smurfit Kappa Acquisitions Unlimited Company | Public unlimited company | Ireland |
| Smurfit Kappa Treasury Unlimited Company | Public unlimited company | Ireland |
| Smurfit Kappa Treasury Funding DAC | Designated activity company | Ireland |
| Smurfit International BV | Private company with limited liability | Netherlands |
| Smurfit Westrock plc | Public limited company | Ireland |
Exhibit 5.2
| Hogan Lovells US LLP<br> 390 Madison Avenue<br> New York, NY<br> 10017<br> T +1 212 918 3000<br> F +1 212 918 3100<br> www.hoganlovells.com |
|---|
November 24, 2025
Smurfit Westrock plc
Smurfit Kappa Treasury Unlimited Company
The additional registrants listed in Annex I hereto
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
To the addressee referred to above:
We are acting as special United States counsel to Smurfit Westrock plc (“Smurfit Westrock”), a public limited company incorporated under the laws of Ireland, Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”), the Covered Guarantors identified in Annex I attached hereto (the “Covered Guarantors”) and the Non-Covered Guarantors identified in Annex I attached hereto, including Smurfit Westrock (the “Non-Covered Guarantors” and, together with the Covered Guarantors, the “Guarantors”) in connection with the issuance and sale of €500 million in aggregate principal amount of the Issuer’s 3.489 % Senior Notes due 2031 (the “Notes”), guaranteed as to payment of principal, premium, if any, and interest by each of the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”) pursuant to the terms of the Underwriting Agreement, dated November 18, 2025 (the “Agreement”), among the Issuer, the Guarantors and the underwriters named in Exhibit B thereto (the “Underwriters”). The Securities are to be sold pursuant to the registration statement on Form S-3, as amended (File No. 333-291446) (the “Registration Statement”), filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), on November 12, 2025, and the prospectus, dated November 12, 2025 (the “Prospectus”), as supplemented by the supplement to the Prospectus, dated November 18, 2025 (the “ProspectusSupplement”). The Securities are to be issued pursuant to an indenture, dated as of November 21, 2025 (the “BaseIndenture”), as supplemented by an officers’ certificate, dated November 24, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”) establishing certain terms of the Notes, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Birmingham Boston Brussels Colorado Springs Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Tokyo Washington, D.C. For more information see www.hoganlovells.com.
| Smurfit Westrock Financing Designated Activity Company | - 2 - | November 21, 2025 |
| --- | --- | --- |
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
For purposes of this opinion letter, we have assumed that (i) each party to the Indenture, other than the Covered Guarantors, has all requisite power and authority under all applicable laws, regulations and governing documents to execute, deliver and perform its obligations under the Indenture and has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Indenture against the other parties thereto, (ii) each party to the Indenture, other than the Covered Guarantors, has duly authorized, executed and delivered the Indenture, (iii) each party to the Indenture, other than the Covered Guarantors, is validly existing and in good standing in all necessary jurisdictions, (iv) the Indenture constitutes a valid and binding obligation, enforceable against the Trustee in accordance with its terms, (v) there has been no mutual mistake of fact or misunderstanding or fraud, duress or undue influence in connection with the negotiation, execution or delivery of the Indenture, and the conduct of all parties to the Indenture has complied with any requirements of good faith, fair dealing and conscionability, (vi) at the time of offer, issuance and sale of any Securities, no stop order suspending the effectiveness of the Registration Statement will have been issued and remain in effect and (vii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Indenture. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter.
This opinion letter is based as to matters of law solely on the applicable provisions of the following, as currently in effect: (i) the General Corporation Law of the State of Delaware, as amended, and the Delaware Limited Liability Company Act, as amended, and (ii) the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level). We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).
Based upon, subject to and limited by the foregoing, we are of the opinion that (a) the Guarantees have been duly authorized on behalf of the Covered Guarantors and that, following (i) receipt by the Issuer and the Guarantors of the consideration for the Securities specified in the Agreement and (ii) the due execution, authentication, issuance and delivery of the Securities pursuant to the terms of the Indenture, (b) the Securities will constitute valid and binding obligations of the Issuer and the Guarantors.
The opinion expressed above with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights and remedies (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances and fraudulent, preferential or voidable transfers) and by the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Securities are considered in a proceeding in equity or at law), including, without limitation, principles limiting the availability of specific performance and injunctive relief.
| Smurfit Westrock Financing Designated Activity Company | - 3 - | November 21, 2025 |
| --- | --- | --- |
This opinion letter has been prepared for use in connection with the filing by the Issuer and the Guarantors of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference in the Registration Statement and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Current Report on Form 8-K and to the reference to this firm under the caption “Validity of the Notes and Guarantees” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP
Annex I
Covered Guarantors
| Name of Entity | Type of Entity | Jurisdiction of Organization |
|---|---|---|
| LLC Guarantor | ||
| WestRock MWV, LLC | Limited liability company | Delaware |
| Corporation Guarantors | ||
| WRKCo Inc. | Corporation | Delaware |
| WestRock Company | Corporation | Delaware |
| Smurfit WestRock US Holdings Corporation | Corporation | Delaware |
Non-Covered Guarantors
| Name of Entity | Type of Entity | Jurisdiction of Organization |
|---|---|---|
| WestRock RKT, LLC | Limited liability company | Georgia |
| Smurfit Kappa Group Limited | Private limited company | Ireland |
| Smurfit Kappa Investments Limited | Private limited company | Ireland |
| Smurfit Kappa Acquisitions Unlimited Company | Public unlimited company | Ireland |
| Smurfit Westrock Financing Designated Activity Company | Designated activity company | Ireland |
| Smurfit Kappa Treasury Funding DAC | Designated activity company | Ireland |
| Smurfit International BV | Private company with limited liability | Netherlands |
| Smurfit Westrock plc | Public limited company | Ireland |
Exhibit 5.3
| William Fry LLP | |||
|---|---|---|---|
| 2 Grand Canal Square | Dublin 2 | D02 A342 | Ireland |
| T. +353 1 639 5000 | info@williamfry.com | ||
| Our Ref 029245.0001.DDM | 21 November 2025 | ||
| --- | --- |
To: Smurfit Westrock plc
Beech Hill
Clonskeagh
Dublin 4
Ireland
| Re: | $800,000,000 5.185% Senior Notes due 2036 (the Notes) of Smurfit Westrock Financing Designated ActivityCompany (the Issuer) – Exhibit 5 opinion |
|---|
Dear Addressee(s)
| 1. | Introduction | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1.1 | We act as solicitors in Ireland for the Companies. | ||||||||||||||
| --- | --- | ||||||||||||||
| 1.2 | We have been requested to furnish this Opinion in connection with the issuance by the Issuer of the Notes.<br>The Notes were registered pursuant to a filing by the Issuer with the SEC under the United States Securities Act of 1933, as amended (the<br>Securities Act), of a Registration Statement on Form S-3 dated 12 November 2025 (the Registration Statement) and<br>the final prospectus supplement dated 17 November 2025 (together with the base prospectus dated 12 November 2025 included in<br>the Registration Statement, the Offering Documents), each with respect to the offering of the Notes. | ||||||||||||||
| --- | --- | ||||||||||||||
| 1.3 | The Notes are being issued under an Indenture dated 21 November 2025 by and among the Issuer, the<br>Irish Guarantors (as defined in Part 1 of Schedule 1 of this Opinion), the other Guarantors (as defined therein) and Deutsche Bank<br>Trust Company Americas, as trustee (the Indenture). | ||||||||||||||
| --- | --- | ||||||||||||||
| 1.4 | We hereby consent to inclusion of this Opinion as an exhibit to the Form 8-K to be filed by Smurfit<br>Westrock plc (Smurfit Westrock, and together with the Issuer and the Irish Guarantors, the Companies and each a Company)<br>with the SEC in connection with the issuance of the Notes. Further, we consent to the reference to our firm in the Offering Documents.<br>In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7<br>of the Securities Act or the rules and regulations of the Commission thereunder. | ||||||||||||||
| --- | --- | ||||||||||||||
| CHAIRMAN<br><br> L. McCabe<br><br> <br><br><br> <br><br><br> <br>MANAGING PARTNER<br><br> <br>S. Keogh | PARTNERS<br><br> <br>M. Garrett<br><br> <br>E. Spain<br><br> <br>D. Cullen<br><br> <br>B. Kenny<br><br> <br>B. Conway<br><br> <br>F. Devine<br><br> <br>S. Manzor<br><br> <br>F. Barry<br><br> <br>E. Caulfield | C. Little<br><br> <br>L. McCarthy<br><br> <br>B. O’Callaghan<br><br> <br>S. Kelleher<br><br> <br>J. Heneghan<br><br> <br>F. Doorly<br><br> <br>I. Banim<br><br> <br>A. McIntyre<br><br> <br>G. Breen<br><br> <br>L. Moore | R. Breen<br><br> <br>C. Waterson<br><br> <br>L. Scott<br><br> <br>D. Maughan<br><br> <br>M. Quealy<br><br> <br>B. Ryan<br><br> <br>M. Talbot<br><br> <br>V. Coyne<br><br> <br>J. Phelan<br><br> <br>P. Convery | S. Tormey<br><br> <br>J. O’Connor<br><br> <br>M. Ward<br><br> <br>S. Dolomanov<br><br> <br>P. Kinsella<br><br> <br>R. Rynn<br><br> <br>J. Hollis<br><br> <br>J. Aherne<br><br> <br>I. Devlin<br><br> <br>L. Brennan | C. Eager<br><br> <br>C. Treacy<br><br> <br>I. Murray<br><br> <br>C. Brady<br><br> <br>N. Clayton<br><br> <br>C. Herlihy<br><br> <br>L. Houlihan<br><br> <br>L. Murdock<br><br> <br>C. O'Keeffe<br><br> <br>M. O'Neill | R. Shanahan<br><br> <br>L. Harrison<br><br> <br>L. McNabola<br><br> <br>M. Cooney<br><br> <br>G. H-James<br><br> <br>M. Martin<br><br> <br>F. Cork<br><br> <br>C. Bolger<br><br> <br>B. Galvin<br><br> <br>N. Joyce | B. Scannell<br><br> <br>R. Hayes<br><br> <br>A. O'Gorman<br><br> <br>E. C-Young<br><br> <br>T. Diamond<br><br> <br>C. Ruigrok<br><br> <br>D. O'Shea<br><br> <br>C. Booth<br><br> <br>E. Newton<br><br> <br>G. Ryan | G. O'Flaherty<br><br> <br>M. O'Brien | CONSULTANTS<br><br> <br>T. McGrath*<br><br> <br>M. Muldowney<br><br> <br>C. Byrne<br><br> <br>O. Vaughan<br><br> <br>A. Price<br><br> <br>G. Lynch<br><br> <br>B. Fitzmaurice*<br><br> <br>H. Rogers<br><br> <br>E. Egan | J. Larkin<br><br> <br>S. Kelly<br><br> <br>R. Sheridan<br><br> <br>C. McLoughlin<br><br> <br>N. Campbell<br><br> <br>N. Crowley<br><br> <br>N. Doran<br><br> <br>P. Taylor<br><br> <br>S. Murray*<br><br> <br>O. O’Sullivan | A. Compton<br><br> <br>C. O'Sullivan*<br><br> <br>L. McCurry<br><br> <br>B. Conway<br><br> <br>J. Martin | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| In<br> association with Tughans, Northern Ireland | *Not<br> a member of the Law Society of Ireland | ||||||||||||||
| DUBLIN | CORK | LONDON | NEW YORK | SAN FRANCISCO | williamfry.com |
| 1.5 | This Opinion is given on the basis that our clients are the Companies and we owe no duty of care to any<br>person other than the Companies. For the purposes of giving this Opinion we have taken instructions solely from the Companies. |
|---|---|
| 1.6 | This Opinion is confined to and given in all respects on the basis of the laws of Ireland in force as<br>at the date hereof as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the<br>laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect<br>any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland<br>are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Transaction Documents. |
| --- | --- |
| 1.7 | This Opinion is also strictly confined to: |
| --- | --- |
| (a) | the matters expressly stated herein and is not to be read as extending by implication or otherwise to<br>any other matter; and |
| --- | --- |
| (b) | the Notes and the Transaction Documents (and no other documents whatsoever) and the Searches, and is subject<br>to the assumptions and qualifications set out below. |
| --- | --- |
| 1.8 | In giving this Opinion, we have relied upon the Corporate Certificates and the Searches and we give this<br>Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificates<br>or the Searches is required of us. |
| --- | --- |
| 1.9 | No opinion is expressed as to the taxation consequences of the Transaction. |
| --- | --- |
| 1.10 | For the purpose of giving this Opinion, we have examined a copy sent, by email in pdf or other electronic<br>format, to us of the Transaction Documents and the Corporate Certificates. |
| --- | --- |
| 1.11 | References in this Opinion to: |
| --- | --- |
| (a) | “Board Resolutions” means the resolutions dated 7 November 2025 of the directors<br>of the Issuer and the Irish Guarantors and the extract dated 11 November 2025 of the meeting of the board of directors of Smurfit<br>Westrock, approving, among other things, the Transaction and the entry into the Transaction Documents; |
| --- | --- |
| (b) | “Companies Act” means the Companies Act 2014 of Ireland; |
| --- | --- |
| (c) | “Corporate Certificates”<br>means the certificates of the Companies dated the date hereof, such certificate attaching, inter alia, the following: |
| --- | --- |
| (i) | its certificate of incorporation; |
| --- | --- |
| (ii) | its memorandum and articles of association (together, the “Constitution”); |
| --- | --- |
| (iii) | the Board Resolutions; and |
| --- | --- |
| (iv) | specimen signatures of its directors; |
| --- | --- |
| (d) | “CRO” means the Irish Companies Registration Office; |
|---|---|
| (e) | “Guarantee” means the guarantee dated 21 November 2025 and in the form of the<br>guarantee included in the Indenture; |
| --- | --- |
| (f) | “Ireland” means Ireland exclusive of Northern Ireland and “Irish” shall<br>be construed accordingly; |
| --- | --- |
| (g) | “SEC” means the United States Securities and Exchange Commission; |
| --- | --- |
| (h) | “Searches” means the searches listed in paragraph Part 2 of Schedule 1; |
| --- | --- |
| (i) | “Transaction” means the entry by each Company into the Transaction Documents to which<br>it is a party; |
| --- | --- |
| (j) | “Transaction Documents” means, together, the Indenture and the Guarantee; and |
| --- | --- |
| (k) | “Underwriting Agreement” means the underwriting agreement dated 17 November 2025<br>between the Issuer, Smurfit Westrock, the Irish Guarantors, the other guarantors named therein and the underwriters named therein. |
| --- | --- |
| 1.12 | This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted<br>by the courts of Ireland at the date hereof) and anyone seeking to rely on this Opinion agrees for our benefit that the courts of Ireland<br>shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with this Opinion. This Opinion speaks only as<br>of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law or change<br>in interpretation of law which may occur after the date of this Opinion. |
| --- | --- |
| 2. | Opinions |
| --- | --- |
Based on the assumptions set out in Schedule 3 and subject to the qualifications set out in Schedule 4 and to any other matter not disclosed to us, we are of the opinion that:
Status
| 2.1 | Each of Smurfit Kappa Treasury Unlimited Company and Smurfit Kappa Acquisitions Unlimited Company is an<br>unlimited company duly incorporated and validly existing under the laws of Ireland. Each of Smurfit Westrock Financing Designated Activity<br>Company and Smurfit Kappa Treasury Funding Designated Activity Company is a designated activity company duly incorporated and validly<br>existing under the laws of Ireland. Smurfit Westrock plc is a public limited company duly incorporated and validly existing under the<br>laws of Ireland. Each of Smurfit Kappa Group Limited and Smurfit Kappa Investments Limited is a private limited company duly incorporated<br>and validly existing under the laws of Ireland. |
|---|
Capacity and Authority
| 2.2 | The Issuer has the corporate capacity to issue Notes and each Company has the corporate capacity to enter<br>into and perform its obligations under the Transaction Documents to which it is a party and to take all action as may be necessary to<br>complete the Transaction. |
|---|
Legal Validity andEnforceability
| 2.3 | The Notes, assuming them to be legal, valid, binding and enforceable according to the laws of the State<br>of New York by which they are expressed to be governed, will constitute, legal, valid, binding and enforceable obligations of the Issuer<br>under the laws of Ireland, in the courts of Ireland. The Guarantees, assuming them to be legal, valid, binding and enforceable according<br>to the laws of the State of New York by which they are expressed to be governed, will constitute, legal, valid, binding and enforceable<br>obligations of the Irish Guarantors under the laws of Ireland, in the courts of Ireland. |
|---|
Due Execution
| 2.4 | The Transaction Documents have been duly executed and, in the case of the Guarantees, issued, by the Irish<br>Guarantors and are in the proper form for enforcement before the courts of Ireland. |
|---|
Authorisations andApprovals
| 2.5 | All actions, conditions and things required by the laws of or any regulatory authority in Ireland to be<br>taken, fulfilled and done in order: |
|---|---|
| (a) | to enable the Issuer and each of the Irish Guarantors to enter into the Transaction Documents to which<br>it is a party and to enable the Issuer to issue the Notes and enable the Issuer and each of the Irish Guarantors to perform its obligations<br>under the Transaction Documents to which it is a party and to take all other action and to perform all other things provided for in or<br>contemplated by the Transaction Documents to which it is a party; |
| --- | --- |
| (b) | to ensure that the obligations of the Issuer under the Notes are legal, valid, binding and enforceable<br>under the laws of Ireland, in the courts of Ireland; |
| --- | --- |
| (c) | to ensure that the obligations of each of the Irish Companies under the Transaction Documents to which<br>it is a party are legal, valid, binding and enforceable under the laws of Ireland, in the courts of Ireland; and |
| --- | --- |
| (d) | to make the Transaction Documents and the Notes admissible in evidence in the courts of Ireland, |
| --- | --- |
have been taken, fulfilled and done.
This legal opinion is governed by and will be construed in accordance with the laws of Ireland.
Yours faithfully
/s/ William Fry LLP
William Fry LLP
Schedule1
Part 1
The Irish Guarantors
| Name | Company Number |
|---|---|
| Smurfit Kappa Treasury Unlimited Company | 177324 |
| Smurfit Kappa Group Limited | 433527 |
| Smurfit Kappa Investments Limited | 380620 |
| Smurfit Kappa Acquisitions Unlimited Company | 358039 |
| Smurfit Kappa Treasury Funding Designated Activity Company | 239631 |
Part 2
Searches
| 1. | Searches made against each Company by independent law searchers on our behalf on the date of this legal<br>opinion |
|---|---|
| (a) | on the file of each Company maintained by the registrar of companies in the Companies Registration Office; |
| --- | --- |
| (b) | in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like; |
| --- | --- |
| (c) | in the Central Office of the High Court for any petitions for winding up filed in respect of each Company;<br>and |
| --- | --- |
| (d) | in the Central Office of the High Court for any proceedings filed against each Company |
| --- | --- |
Schedule2
The opinions in paragraph 2 of this legal opinion are made based on the following assumptions:
Documents
| 1. | That the Documents are complete, authentic and up-to-date and that all copy documents are complete and<br>accurate copies of the originals without any amendment or modification. |
|---|
Execution, Delivery and no Escrow Arrangements
| 2. | That all signatures and seals on the Documents |
|---|---|
| 3. | are genuine and that any natural person who has signed a Document has capacity to do so. |
| --- | --- |
| 4. | That the persons authorised by the resolutions of the board of directors of each Company recorded in the<br>Board Minutes executed each Document on behalf of such Company. |
| --- | --- |
| 5. | That each party to the Documents has consented to the use of electronic signatures and to the provision<br>of any information in connection with the Documents by electronic means, and to the retention and use of any executed Document as an electronic<br>original |
| --- | --- |
| 6. | That any Document that needs to be delivered has been delivered by the parties to it and that no Document<br>is subject to any escrow or other similar arrangements. |
| --- | --- |
Corporate Authorisations
| 7. | That each of the statements made in the Corporate Certificate and each of the documents attached to the<br>Corporate Certificate is accurate and complete as of the date of this legal opinion. |
|---|---|
| 8. | That the resolutions of the board of directors of each Company set out in the board minutes of each Company<br>registered to In the relevant Corporate Certificate were duly passed at properly convened and quorate meetings of directors of each Company,<br>that the correct procedure was carried out at such board meetings and that the Board Minutes are complete and correct and have not been<br>amended or rescinded and are in full force and effect. |
| --- | --- |
| 9. | That no power of attorney issued by a Company and exhibited to the relevant Corporate Certificate has<br>been revoked, terminated or amended and that each remains in full force and effect. |
| --- | --- |
No Breach of any Other Agreement
| 10. | That the provisions of the Documents, including the granting of the Guarantees do not breach and are not<br>prohibited by or inconsistent with any other agreement or instrument binding on any Company. |
|---|
Good Faith and Corporate Benefit
| 11. | That the directors of each Company acted in good faith and that it is, or will be, in the interests of<br>and will commercially benefit that Company to enter into the Documents to which it is a party. |
|---|
Arm's Length Terms
| 12. | That the Documents have been entered into, or will be entered into, for bona fide commercial reasons and<br>on arm's length terms by each party. |
|---|
Solvency
| 13. | That no Company is and was not at the date of execution or the effective date of any of the Documents<br>to which it is a party, and will not, as a result of the Transaction, become insolvent or unable to pay its debts, or be deemed to be<br>so under any applicable statutory provision, regulation or law. |
|---|
No Conflict with Other Laws
| 14. | That if the laws or regulations of any other jurisdiction may be relevant to (i) the obligations<br>or rights of any of the parties in any of the Documents or (ii) the Transaction, such laws do not prohibit, and are not inconsistent<br>with, the entry into and performance of any such obligations, rights or transactions. |
|---|---|
| 15. | That there is no provision of the laws of any jurisdiction (other than Ireland) that would have a bearing<br>on any of the matters opined on in this legal opinion, including the execution of the Documents. |
| --- | --- |
| 16. | That where the Documents have been executed using electronic signature, the use of electronic signatures<br>to execute those types of documents is not restricted or prohibited under the laws by which such Documents are governed (other than the<br>laws of Ireland). |
| --- | --- |
| 17. | That any authorisation, consent or approval from any public, administrative or governmental body required<br>by each Company in any jurisdiction outside of Ireland in relation to the transactions contemplated by the Documents has been obtained<br>and each Company has complied, and will continue to comply, with any conditions attaching to such authorisations, consents or approvals. |
| --- | --- |
No Misrepresentation or Fraud
| 18. | That no Company was induced by fraud, misrepresentation or by any similar circumstance to enter into the<br>Documents to which it is a party. |
|---|---|
| 19. | That none of the parties is or will be seeking to achieve any purpose not apparent from the Documents<br>which might render any of them illegal, void or unenforceable. |
| --- | --- |
Obligations of Other Parties
| 20. | That each party to the Documents (other than the Companies) has, or will have, the capacity, power and<br>authority to execute the Documents to which is a party and to exercise its rights and perform its obligations under the Documents to which<br>it is a party. |
|---|---|
| 21. | That each Document has been, or will be, duly authorised, executed and delivered by the parties to it<br>(other than the Companies). |
| --- | --- |
Enforceability in Other Jurisdictions
| 22. | That the Documents constitute legal, valid, binding and enforceable obligations of each of the parties<br>under all applicable laws (other than the laws of Ireland). |
|---|
No Amendments
| 23. | That there are no agreements or arrangements in existence which in any way amend, add to or vary the terms<br>of the Documents or the respective rights and interests of the parties to them that could affect the conclusions in this legal opinion. |
|---|
No Undisclosed Facts
| 24. | That there is no other fact, matter or document which would, or might, affect this legal opinion and that<br>was not revealed by the Documents or the Searches made. |
|---|---|
| 25. | That the representations and warranties by any of the parties to the Documents in any of the Documents<br>are and will be when made or repeated or when deemed made or repeated, as the case may be, true and accurate in all material respects<br>and that such representations and warranties were at all relevant times true and accurate. |
| --- | --- |
Transactions with Directors
| 26. | That, for the purposes of section 239 of the Companies Act 2014, to the extent that any Company is: |
|---|---|
| (a) | making a loan or quasi-loan; or |
| --- | --- |
| (b) | entering into a credit transaction as creditor; or |
| --- | --- |
| (c) | entering into a guarantee or providing any security in connection with a loan, quasi-loan or credit transaction<br>made by any other person, |
| --- | --- |
such loan, quasi-loan, credit transaction, guarantee or security is not made to or provided for or in connection with a person who is a director of each Company of its holding company or to or for a person connected with such director.
Financial Assistance for Acquisition of Shares
| 27. | That no Company is by entering into any of the Documents or performing its obligations under them, giving<br>any financial assistance for the purpose of an acquisition made or to be made by any person of any shares in such Company, or, where a<br>Company is a subsidiary, in its holding company, or in any other manner prohibited by section 82 of the Companies Act 2014. |
|---|
Searches
| 28. | That the information disclosed by the Searches is true, accurate, complete and up to date in all respects. |
|---|---|
| 29. | That there is no information which should have been disclosed by those Searches that has not been disclosed<br>for any reason and there has been no alteration in the status or condition of any Company since the date that those Searches were made. |
| --- | --- |
No Other Information and Compliance
| 30. | That the Registration Statement and the documents contemplated therein and the forms attached as exhibits<br>thereto relating to the issuance and sale of the Securities are the only documents relating to the subject matter of the Transaction and<br>that there are no agreements or arrangements in existence between the parties to the documents contemplated by the Registration Statement<br>which in any way amend or vary the terms of the Registration Statement or in any way bear upon or are inconsistent with the opinions stated<br>herein. |
|---|
Governing Law and Jurisdiction
| 31. | That under all applicable laws (other than those of Ireland): |
|---|---|
| (a) | the choice of New York law as the governing law of the Guarantees is a valid and binding selection which<br>will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland); |
| --- | --- |
| (b) | the choice of New York law as the governing law of the Transaction Documents of the Issuer is a valid<br>and binding selection which will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of<br>Ireland); |
| --- | --- |
| (c) | the submission by each party to the Guarantees to the laws of the State of New York is valid and binding<br>and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland); and |
| --- | --- |
| (d) | the submission by the Issuer in the applicable Indenture to the laws of the State of New York is valid<br>and binding and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland). |
| --- | --- |
Securities Laws
| 32. | That the selling restrictions contained in any offering document, prospectus or supplement thereto relating<br>to the relevant Securities have and will be at all times observed. |
|---|---|
| 33. | That (without prejudice to the generality of the above) the Notes (wherever offered) will be offered only<br>to (a) qualified investors (within the meaning of the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament<br>and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading<br>on a regulated market) or; (b) persons who acquire the Notes for a consideration (each) of not less than EUR100,000 (or the USD equivalent<br>therefore as calculated at the date of issue of the Notes). |
| --- | --- |
SCHEDULE 3
Qualifications
The opinions in paragraph 2 of this legal opinion are made subject to the following qualifications:
Limitations of Searches
| 1. | For the purpose of giving this legal opinion, we have relied solely on the Searches. The records held<br>by the Companies Registration Office and/or the High Court may not necessarily be up to date or relevant filings may not have been made<br>and, as a consequence, this may affect the results or accuracy of any searches made in those offices. It is not possible to search the<br>records held by the Circuit Court. |
|---|
Limitations arising from Insolvency Law
| 2. | This legal opinion is subject to all applicable laws on bankruptcy, insolvency, liquidation, receivership,<br>court protections including examinership, reorganisation, court schemes, moratoria, stabilisation, resolution, trust schemes, preferential<br>creditors, fraudulent disposition, improper transfer, unfair preference and other laws relating to or affecting creditors' rights generally. |
|---|
Sanctions
| 3. | If a party to any Document is, or any payment under a Document is made to, by or in respect of a person<br>resident, located or incorporated in a country that is subject to sanctions recognised or imposed by Ireland or is controlled by or connected<br>to a person resident, located or incorporated in a country that is subject to sanctions recognised or imposed by Ireland, then the obligations<br>of that party or obligations to that party under the relevant Document may be unenforceable or void. We have made no investigation as<br>to which sanctions may affect the Transaction at the date of this legal opinion. |
|---|
Execution of Documents
| 4. | Judicial opinion in the English case of R (on the application of Mercury Tax Group Limited and Another)<br>v. HMRC 2008 EWHC 2721 appears to indicate that if a previously executed signature page from a draft version of a document is transferred<br>to the final version of that document, such document may not be validly executed, notwithstanding that the parties authorised it. While<br>decisions of the English courts are not binding on the Irish courts, they may have persuasive authority, and it is possible that an Irish<br>court might hold a document whose executed signature pages have been transferred between versions to be invalidly executed. |
|---|
Enforcement and Binding Effect
| 5. | The description of obligations in this legal opinion as "enforceable" refers to the legal character<br>of the obligations assumed by the relevant party under the relevant instrument. It implies no more than the obligations are of a character<br>which the laws of Ireland recognise and will in certain circumstances enforce. In particular, it does not mean or imply that the relevant<br>instrument will be enforced in all circumstances in accordance with its terms or by or against third parties or that any particular remedy<br>will be available. In particular (without limiting the foregoing): |
|---|---|
| 5.1 | the binding effect and enforceability of the obligations of the Guarantors and the Issuers contemplated<br>under the Guarantees or any of the Securities may be limited by liquidation, insolvency, bankruptcy, receivership, court protection, examinership,<br>moratoria, reorganisation, reconstruction, company volunteer arrangements, fraud of creditors, fraudulent preference of creditors or similar<br>laws whether in Ireland or elsewhere affecting creditors' rights generally; |
| --- | --- |
| 5.2 | the binding effect and enforceability of the obligations of the Guarantors and the Issuers under the Guarantees<br>or any of the Securities may also be limited as a result of the provisions of the laws of Ireland applicable to contracts held to have<br>become frustrated by events happening after their execution, and any breach of the terms of any document by the party seeking to enforce<br>such document; |
| --- | --- |
| 5.3 | enforcement may be limited by general principles of equity. In particular, equitable remedies are not<br>available where damages are considered to be an adequate remedy; the remedy of specific performance is discretionary and will not normally<br>be ordered in respect of a monetary obligation; and injunctions are granted only on a discretionary basis and accordingly we express no<br>opinion on such matters; |
| --- | --- |
| 5.4 | claims may become barred under the Statute of Limitations 1957 or may be or become subject to the defence<br>of set-off or counterclaim; |
| --- | --- |
| 5.5 | enforcement will be subject to, netting, claims and attachment and any other rights of another party to<br>a contract; and |
| --- | --- |
| 5.6 | enforcement may be limited by reason of fraud. |
| --- | --- |
| 6. | Where any obligations of any person are to be performed in jurisdictions outside Ireland, such obligations<br>may not be enforceable under Irish law to the extent that performance thereof would be illegal under the laws of any such jurisdiction<br>or contrary to public policy under the laws of any such jurisdiction and an Irish court may take into account the law of the place of<br>performance in relation to the manner of performance and to the steps to be taken in the event of defective performance. |
| --- | --- |
| 7. | Where a judgment creditor seeks to enforce his judgment, he can only do so in accordance with the applicable<br>rules of Irish courts. The making of an execution order against particular assets, such as a charging order over land or a beneficial<br>interest therein or most types of investment or a third party debt order over a bank account or certain other debts, is a matter for the<br>Court's discretion. |
| --- | --- |
| 8. | Provisions (including but not limited to provisions for default interest) imposing additional payment<br>obligations in the event of breach or default or late payment, to the extent they do not represent a genuine pre-estimate of loss of the<br>aggrieved party, may be held to be unenforceable on the grounds that it is a penalty or in the nature of a penalty. |
| --- | --- |
| 9. | Where a party to a Document has a discretion or may determine a matter in its opinion, an Irish court<br>may require that such discretion is exercised reasonably and in good faith and that such determination is made in good faith based on<br>reasonable grounds. |
|---|---|
| 10. | Any provision in any Document providing for the conclusiveness and binding effect of any calculation,<br>determination or certificate may be held by an Irish court not to be final, conclusive or binding, notwithstanding any provision in any<br>Document to the contrary, if it is shown to have an unreasonable or arbitrary basis or not to have been reached in good faith. |
| --- | --- |
| 11. | A waiver of any defences to any proceedings may not be enforceable. |
| --- | --- |
| 12. | Any provision in a Document providing for a matter to be agreed in the future may be unenforceable or<br>void for uncertainty. |
| --- | --- |
| 13. | An Irish court has discretion on whether or not to enforce any provision in any of the Documents providing<br>for severance of provisions in the event of illegality, invalidity or unenforceability. |
| --- | --- |
No Waivers
| 14. | Any provision in a Document stating that a failure or delay in exercising any right or remedy under the<br>Document shall not operate as a waiver of such right or remedy may not be effective. |
|---|
Indemnity for Costs Provisions
| 15. | An Irish court may refuse to give effect to any provision of an agreement which amounts to an indemnity<br>in respect of the costs of unsuccessful litigation brought before an Irish court or where the court has itself made an order for costs. |
|---|
Limitation on Liability
| 16. | The effectiveness of any provision in any of the Documents purporting to exculpate a party from a liability,<br>obligation or duty otherwise owed is limited by Irish law. |
|---|
Judgments in Non-Euro Currencies
| 17. | Any judgment of the Irish courts for monies due under any Document may be expressed in a currency other<br>than euro but the order may issue out of the Central Office of the Irish High Court expressed in euro by reference to the official rate<br>of exchange prevailing on the date of issue. In addition, in a winding-up in Ireland of an Irish incorporated company, all foreign currency<br>claims must be converted into euro for the purposes of proof. The rate of exchange to be used to convert foreign currency debts into euro<br>for the purpose of proof in a winding-up is the spot rate (in the case of a compulsory winding-up) on the date of the winding-up order<br>and (in the case of a voluntary winding-up) on the date of the relevant winding-up resolution. |
|---|
Power of Court to Stay Actions
| 18. | An Irish court may (or, in certain cases, must) strike out or stay an action if concurrent proceedings<br>are being brought elsewhere and may or must decline to accept jurisdiction in certain cases. |
|---|
Exhibit 5.4
| William Fry LLP | |||
|---|---|---|---|
| 2 Grand Canal Square | Dublin 2 | D02 A342 | Ireland |
| T. +353 1 639 5000 | info@williamfry.com | ||
| Our Ref 029245.0001.DDM | 24 November 2025 | ||
| --- | --- |
To: Smurfit Westrock plc
Beech Hill
Clonskeagh
Dublin 4
Ireland
| Re: | €500,000,000 3.489% Senior Notes due 2031 (the Notes) of Smurfit Kappa Treasury Unlimited Company(the Issuer) |
|---|
Dear Addressee(s)
| 1. | Introduction | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1.1 | We act as solicitors in Ireland for the Companies. | ||||||||||||||
| --- | --- | ||||||||||||||
| 1.2 | We have been requested to furnish this Opinion in connection with the issuance by the Issuer of the Notes.<br>The Notes were registered pursuant to a filing by the Issuer with the SEC under the United States Securities Act of 1933, as amended (the<br>Securities Act), of a Registration Statement on Form S-3 dated 12 November 2025 (the Registration Statement) and<br>the final prospectus supplement dated 18 November 2025 (together with the base prospectus dated 12 November 2025 included in<br>the Registration Statement, the Offering Documents), each with respect to the offering of the Notes. | ||||||||||||||
| --- | --- | ||||||||||||||
| 1.3 | The Notes are being issued under an Indenture dated 21 November 2025 by and among the Issuer, the<br>Irish Guarantors (as defined in Part 1 of Schedule 1 of this Opinion), the other Guarantors (as defined therein) and Deutsche Bank<br>Trust Company Americas, as trustee (the Indenture). | ||||||||||||||
| --- | --- | ||||||||||||||
| 1.4 | We hereby consent to inclusion of this Opinion as an exhibit to the Form 8-K to be filed by Smurfit<br>Westrock plc (Smurfit Westrock, and together with the Issuer and the Irish Guarantors, the Companies and each a Company)<br>with the SEC in connection with the issuance of the Notes. Further, we consent to the reference to our firm in the Offering Documents.<br>In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7<br>of the Securities Act or the rules and regulations of the Commission thereunder. | ||||||||||||||
| --- | --- | ||||||||||||||
| CHAIRMAN<br><br> L. McCabe<br><br> <br><br><br> <br><br><br> <br>MANAGING PARTNER<br><br> <br>S. Keogh | PARTNERS<br><br> <br>M. Garrett<br><br> <br>E. Spain<br><br> <br>D. Cullen<br><br> <br>B. Kenny<br><br> <br>B. Conway<br><br> <br>F. Devine<br><br> <br>S. Manzor<br><br> <br>F. Barry<br><br> <br>E. Caulfield | C. Little<br><br> <br>L. McCarthy<br><br> <br>B. O’Callaghan<br><br> <br>S. Kelleher<br><br> <br>J. Heneghan<br><br> <br>F. Doorly<br><br> <br>I. Banim<br><br> <br>A. McIntyre<br><br> <br>G. Breen<br><br> <br>L. Moore | R. Breen<br><br> <br>C. Waterson<br><br> <br>L. Scott<br><br> <br>D. Maughan<br><br> <br>M. Quealy<br><br> <br>B. Ryan<br><br> <br>M. Talbot<br><br> <br>V. Coyne<br><br> <br>J. Phelan<br><br> <br>P. Convery | S. Tormey<br><br> <br>J. O’Connor<br><br> <br>M. Ward<br><br> <br>S. Dolomanov<br><br> <br>P. Kinsella<br><br> <br>R. Rynn<br><br> <br>J. Hollis<br><br> <br>J. Aherne<br><br> <br>I. Devlin<br><br> <br>L. Brennan | C. Eager<br><br> <br>C. Treacy<br><br> <br>I. Murray<br><br> <br>C. Brady<br><br> <br>N. Clayton<br><br> <br>C. Herlihy<br><br> <br>L. Houlihan<br><br> <br>L. Murdock<br><br> <br>C. O'Keeffe<br><br> <br>M. O'Neill | R.<br> Shanahan<br><br> <br>L. Harrison<br><br> <br>L. McNabola<br><br> <br>M. Cooney<br><br> <br>G. H-James<br><br> <br>M. Martin<br><br> <br>F. Cork<br><br> <br>C. Bolger<br><br> <br>B. Galvin<br><br> <br>N. Joyce | B. Scannell<br><br> <br>R. Hayes<br><br> <br>A. O'Gorman<br><br> <br>E. C-Young<br><br> <br>T. Diamond<br><br> <br>C. Ruigrok<br><br> <br>D. O'Shea<br><br> <br>C. Booth<br><br> <br>E. Newton<br><br> <br>G. Ryan | G. O'Flaherty<br><br> <br>M. O'Brien | CONSULTANTS<br><br> <br>T. McGrath*<br><br> <br>M. Muldowney<br><br> <br>C. Byrne<br><br> <br>O. Vaughan<br><br> <br>A. Price<br><br> <br>G. Lynch<br><br> <br>B. Fitzmaurice*<br><br> <br>H. Rogers<br><br> <br>E. Egan | J. Larkin<br><br> <br>S. Kelly<br><br> <br>R. Sheridan<br><br> <br>C. McLoughlin<br><br> <br>N. Campbell<br><br> <br>N. Crowley<br><br> <br>N. Doran<br><br> <br>P. Taylor<br><br> <br>S. Murray*<br><br> <br>O. O’Sullivan | A. Compton<br><br> <br>C. O'Sullivan*<br><br> <br>L. McCurry<br><br> <br>B. Conway<br><br> <br>J. Martin | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| In<br> association with Tughans, Northern Ireland | *Not<br> a member of the Law Society of Ireland | ||||||||||||||
| DUBLIN | CORK | LONDON | NEW YORK | SAN FRANCISCO | williamfry.com |
| 1.5 | This Opinion is given on the basis that our clients are the Companies and we owe no duty of care to any<br>person other than the Companies. For the purposes of giving this Opinion we have taken instructions solely from the Companies. |
|---|---|
| 1.6 | This Opinion is confined to and given in all respects on the basis of the laws of Ireland in force as<br>at the date hereof as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the<br>laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect<br>any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland<br>are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Transaction Documents. |
| --- | --- |
| 1.7 | This Opinion is also strictly confined to: |
| --- | --- |
| (a) | the matters expressly stated herein and is not to be read as extending by implication or otherwise to<br>any other matter; and |
| --- | --- |
| (b) | the Notes and the Transaction Documents (and no other documents whatsoever) and the Searches, and is subject<br>to the assumptions and qualifications set out below. |
| --- | --- |
| 1.8 | In giving this Opinion, we have relied upon the Corporate Certificates and the Searches and we give this<br>Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificates<br>or the Searches is required of us. |
| --- | --- |
| 1.9 | No opinion is expressed as to the taxation consequences of the Transaction. |
| --- | --- |
| 1.10 | For the purpose of giving this Opinion, we have examined a copy sent, by email in pdf or other electronic<br>format, to us of the Transaction Documents and the Corporate Certificates. |
| --- | --- |
| 1.11 | References in this Opinion to: |
| --- | --- |
| (a) | “Board Resolutions” means the resolutions dated 7 November 2025 of the directors<br>of the Issuer and the Irish Guarantors and the extract dated 11 November 2025 of the meeting of the board of directors of Smurfit<br>Westrock, approving, among other things, the Transaction and the entry into the Transaction Documents; |
| --- | --- |
| (b) | “Companies Act” means the Companies Act 2014 of Ireland; |
| --- | --- |
| (c) | “Corporate Certificates”<br>means the certificates of the Companies dated the date hereof, such certificate attaching, inter alia, the following: |
| --- | --- |
| (i) | its certificate of incorporation; |
| --- | --- |
| (ii) | its memorandum and articles of association (together, the “Constitution”); |
| --- | --- |
| (iii) | the Board Resolutions; and |
| --- | --- |
| (iv) | specimen signatures of its directors; |
| --- | --- |
| (d) | “CRO” means the Irish Companies Registration Office; |
|---|---|
| (e) | “Guarantee” means the guarantee dated 24 November 2025 and in the form of the<br>guarantee included in the Indenture; |
| --- | --- |
| (f) | “Ireland” means Ireland exclusive of Northern Ireland and “Irish”<br>shall be construed accordingly; |
| --- | --- |
| (g) | “SEC” means the United States Securities and Exchange Commission; |
| --- | --- |
| (h) | “Searches” means the searches listed in paragraph Part 2 of Schedule 1; |
| --- | --- |
| (i) | “Transaction” means the entry by each Company into the Transaction Documents to which<br>it is a party; |
| --- | --- |
| (j) | “Transaction Documents” means, together, the Indenture and the Guarantee; and |
| --- | --- |
| (k) | “Underwriting Agreement” means the underwriting agreement dated 18 November 2025<br>between the Issuer, Smurfit Westrock, the Irish Guarantors, the other guarantors named therein and the underwriters named therein. |
| --- | --- |
| 1.12 | This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted<br>by the courts of Ireland at the date hereof) and anyone seeking to rely on this Opinion agrees for our benefit that the courts of Ireland<br>shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with this Opinion. This Opinion speaks only as<br>of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law or change<br>in interpretation of law which may occur after the date of this Opinion. |
| --- | --- |
| 2. | Opinions |
| --- | --- |
Based on the assumptions set out in Schedule 3 and subject to the qualifications set out in Schedule 4 and to any other matter not disclosed to us, we are of the opinion that:
Status
| 2.1 | Each of Smurfit Kappa Treasury Unlimited Company and Smurfit Kappa Acquisitions Unlimited Company is an<br>unlimited company duly incorporated and validly existing under the laws of Ireland. Each of Smurfit Westrock Financing Designated Activity<br>Company and Smurfit Kappa Treasury Funding Designated Activity Company is a designated activity company duly incorporated and validly<br>existing under the laws of Ireland. Smurfit Westrock plc is a public limited company duly incorporated and validly existing under the<br>laws of Ireland. Each of Smurfit Kappa Group Limited and Smurfit Kappa Investments Limited is a private limited company duly incorporated<br>and validly existing under the laws of Ireland. |
|---|
Capacity and Authority
| 2.2 | The Issuer has the corporate capacity to issue Notes and each Company has the corporate capacity to enter<br>into and perform its obligations under the Transaction Documents to which it is a party and to take all action as may be necessary to<br>complete the Transaction. |
|---|
Legal Validity andEnforceability
| 2.3 | The Notes, assuming them to be legal, valid, binding and enforceable according to the laws of the State<br>of New York by which they are expressed to be governed, will constitute, legal, valid, binding and enforceable obligations of the Issuer<br>under the laws of Ireland, in the courts of Ireland. The Guarantees, assuming them to be legal, valid, binding and enforceable according<br>to the laws of the State of New York by which they are expressed to be governed, will constitute, legal, valid, binding and enforceable<br>obligations of the Irish Guarantors under the laws of Ireland, in the courts of Ireland. |
|---|
Due Execution
| 2.4 | The Transaction Documents have been duly executed and, in the case of the Guarantees, issued, by the Irish<br>Guarantors and are in the proper form for enforcement before the courts of Ireland. |
|---|
Authorisations andApprovals
| 2.5 | All actions, conditions and things required by the laws of or any regulatory authority in Ireland to be<br>taken, fulfilled and done in order: |
|---|---|
| (a) | to enable the Issuer and each of the Irish Guarantors to enter into the Transaction Documents to which<br>it is a party and to enable the Issuer to issue the Notes and enable the Issuer and each of the Irish Guarantors to perform its obligations<br>under the Transaction Documents to which it is a party and to take all other action and to perform all other things provided for in or<br>contemplated by the Transaction Documents to which it is a party; |
| --- | --- |
| (b) | to ensure that the obligations of the Issuer under the Notes are legal, valid, binding and enforceable<br>under the laws of Ireland, in the courts of Ireland. |
| --- | --- |
| (c) | to ensure that the obligations of each of the Irish Companies under the Transaction Documents to which<br>it is a party are legal, valid, binding and enforceable under the laws of Ireland, in the courts of Ireland; and |
| --- | --- |
| (d) | to make the Transaction Documents and the Notes admissible in evidence in the courts of Ireland, |
| --- | --- |
have been taken, fulfilled and done.
This legal opinion is governed by and will be construed in accordance with the laws of Ireland.
Yours faithfully
/s/ William Fry LLP
William Fry LLP
Schedule1
Part 1
The Irish Guarantors
| Name | Company Number |
|---|---|
| Smurfit Westrock Financing Designated Activity Company | 774613 |
| Smurfit Kappa Group Limited | 433527 |
| Smurfit Kappa Investments Limited | 380620 |
| Smurfit Kappa Acquisitions Unlimited Company | 358039 |
| Smurfit Kappa Treasury Funding Designated Activity Company | 239631 |
Part 2
Searches
| 1. | Searches made against each Company by independent law searchers on our behalf on the date of this legal<br>opinion |
|---|---|
| (a) | on the file of each Company maintained by the registrar of companies in the Companies Registration Office; |
| --- | --- |
| (b) | in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like; |
| --- | --- |
| (c) | in the Central Office of the High Court for any petitions for winding up filed in respect of each Company;<br>and |
| --- | --- |
| (d) | in the Central Office of the High Court for any proceedings filed against each Company |
| --- | --- |
Schedule2
The opinions in paragraph 2 of this legal opinion are made based on the following assumptions:
Documents
| 1. | That the Documents are complete, authentic and up-to-date and that all copy documents are complete and<br>accurate copies of the originals without any amendment or modification. |
|---|
Execution, Delivery and no Escrow Arrangements
| 2. | That all signatures and seals on the Documents |
|---|---|
| 3. | are genuine and that any natural person who has signed a Document has capacity to do so. |
| --- | --- |
| 4. | That the persons authorised by the resolutions of the board of directors of each Company recorded in the<br>Board Minutes executed each Document on behalf of such Company. |
| --- | --- |
| 5. | That each party to the Documents has consented to the use of electronic signatures and to the provision<br>of any information in connection with the Documents by electronic means, and to the retention and use of any executed Document as an electronic<br>original |
| --- | --- |
| 6. | That any Document that needs to be delivered has been delivered by the parties to it and that no Document<br>is subject to any escrow or other similar arrangements. |
| --- | --- |
Corporate Authorisations
| 7. | That each of the statements made in the Corporate Certificate and each of the documents attached to the<br>Corporate Certificate is accurate and complete as of the date of this legal opinion. |
|---|---|
| 8. | That the resolutions of the board of directors of each Company set out in the board minutes of each Company<br>registered to In the relevant Corporate Certificate were duly passed at properly convened and quorate meetings of directors of each Company,<br>that the correct procedure was carried out at such board meetings and that the Board Minutes are complete and correct and have not been<br>amended or rescinded and are in full force and effect. |
| --- | --- |
| 9. | That no power of attorney issued by a Company and exhibited to the relevant Corporate Certificate has<br>been revoked, terminated or amended and that each remains in full force and effect. |
| --- | --- |
No Breach of any Other Agreement
| 10. | That the provisions of the Documents, including the granting of the Guarantees do not breach and are not<br>prohibited by or inconsistent with any other agreement or instrument binding on any Company. |
|---|
Good Faith and Corporate Benefit
| 11. | That the directors of each Company acted in good faith and that it is, or will be, in the interests of<br>and will commercially benefit that Company to enter into the Documents to which it is a party. |
|---|
Arm's Length Terms
| 12. | That the Documents have been entered into, or will be entered into, for bona fide commercial reasons and<br>on arm's length terms by each party. |
|---|
Solvency
| 13. | That no Company is and was not at the date of execution or the effective date of any of the Documents<br>to which it is a party, and will not, as a result of the Transaction, become insolvent or unable to pay its debts, or be deemed to be<br>so under any applicable statutory provision, regulation or law. |
|---|
No Conflict with Other Laws
| 14. | That if the laws or regulations of any other jurisdiction may be relevant to (i) the obligations<br>or rights of any of the parties in any of the Documents or (ii) the Transaction, such laws do not prohibit, and are not inconsistent<br>with, the entry into and performance of any such obligations, rights or transactions. |
|---|---|
| 15. | That there is no provision of the laws of any jurisdiction (other than Ireland) that would have a bearing<br>on any of the matters opined on in this legal opinion, including the execution of the Documents. |
| --- | --- |
| 16. | That where the Documents have been executed using electronic signature, the use of electronic signatures<br>to execute those types of documents is not restricted or prohibited under the laws by which such Documents are governed (other than the<br>laws of Ireland). |
| --- | --- |
| 17. | That any authorisation, consent or approval from any public, administrative or governmental body required<br>by each Company in any jurisdiction outside of Ireland in relation to the transactions contemplated by the Documents has been obtained<br>and each Company has complied, and will continue to comply, with any conditions attaching to such authorisations, consents or approvals. |
| --- | --- |
No Misrepresentation or Fraud
| 18. | That no Company was induced by fraud, misrepresentation or by any similar circumstance to enter into the<br>Documents to which it is a party. |
|---|---|
| 19. | That none of the parties is or will be seeking to achieve any purpose not apparent from the Documents<br>which might render any of them illegal, void or unenforceable. |
| --- | --- |
Obligations of Other Parties
| 20. | That each party to the Documents (other than the Companies) has, or will have, the capacity, power and<br>authority to execute the Documents to which is a party and to exercise its rights and perform its obligations under the Documents to which<br>it is a party. |
|---|---|
| 21. | That each Document has been, or will be, duly authorised, executed and delivered by the parties to it<br>(other than the Companies). |
| --- | --- |
Enforceability in Other Jurisdictions
| 22. | That the Documents constitute legal, valid, binding and enforceable obligations of each of the parties<br>under all applicable laws (other than the laws of Ireland). |
|---|
No Amendments
| 23. | That there are no agreements or arrangements in existence which in any way amend, add to or vary the terms<br>of the Documents or the respective rights and interests of the parties to them that could affect the conclusions in this legal opinion. |
|---|
No Undisclosed Facts
| 24. | That there is no other fact, matter or document which would, or might, affect this legal opinion and that<br>was not revealed by the Documents or the Searches made. |
|---|---|
| 25. | That the representations and warranties by any of the parties to the Documents in any of the Documents<br>are and will be when made or repeated or when deemed made or repeated, as the case may be, true and accurate in all material respects<br>and that such representations and warranties were at all relevant times true and accurate. |
| --- | --- |
Transactions with Directors
| 26. | That, for the purposes of section 239 of the Companies Act 2014, to the extent that any Company is: |
|---|---|
| (a) | making a loan or quasi-loan; or |
| --- | --- |
| (b) | entering into a credit transaction as creditor; or |
| --- | --- |
| (c) | entering into a guarantee or providing any security in connection with a loan, quasi-loan or credit transaction<br>made by any other person, |
| --- | --- |
such loan, quasi-loan, credit transaction, guarantee or security is not made to or provided for or in connection with a person who is a director of each Company of its holding company or to or for a person connected with such director.
Financial Assistance for Acquisition of Shares
| 27. | That no Company is by entering into any of the Documents or performing its obligations under them, giving<br>any financial assistance for the purpose of an acquisition made or to be made by any person of any shares in such Company, or, where a<br>Company is a subsidiary, in its holding company, or in any other manner prohibited by section 82 of the Companies Act 2014. |
|---|
Searches
| 28. | That the information disclosed by the Searches is true, accurate, complete and up to date in all respects. |
|---|---|
| 29. | That there is no information which should have been disclosed by those Searches that has not been disclosed<br>for any reason and there has been no alteration in the status or condition of any Company since the date that those Searches were made. |
| --- | --- |
No Other Information and Compliance
| 30. | That the Registration Statement and the documents contemplated therein and the forms attached as exhibits<br>thereto relating to the issuance and sale of the Securities are the only documents relating to the subject matter of the Transaction and<br>that there are no agreements or arrangements in existence between the parties to the documents contemplated by the Registration Statement<br>which in any way amend or vary the terms of the Registration Statement or in any way bear upon or are inconsistent with the opinions stated<br>herein. |
|---|
Governing Law and Jurisdiction
| 31. | That under all applicable laws (other than those of Ireland): |
|---|---|
| (a) | the choice of New York law as the governing law of the Guarantees is a valid and binding selection which<br>will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland); |
| --- | --- |
| (b) | the choice of New York law as the governing law of the Transaction Documents of the Issuer is a valid<br>and binding selection which will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of<br>Ireland); |
| --- | --- |
| (c) | the submission by each party to the Guarantees to the laws of the State of New York is valid and binding<br>and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland); and |
| --- | --- |
| (d) | the submission by the Issuer in the applicable Indenture to the laws of the State of New York is valid<br>and binding and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland). |
| --- | --- |
Securities Laws
| 32. | That the selling restrictions contained in any offering document, prospectus or supplement thereto relating<br>to the relevant Securities have and will be at all times observed. |
|---|---|
| 33. | That (without prejudice to the generality of the above) the Notes (wherever offered) will be offered only<br>to (a) qualified investors (within the meaning of the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament<br>and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading<br>on a regulated market) or; (b) persons who acquire the Notes for a consideration (each) of not less than EUR100,000 (or the USD equivalent<br>therefore as calculated at the date of issue of the Notes). |
| --- | --- |
SCHEDULE 3
Qualifications
The opinions in paragraph 2 of this legal opinion are made subject to the following qualifications:
Limitations of Searches
| 1. | For the purpose of giving this legal opinion, we have relied solely on the Searches. The records held<br>by the Companies Registration Office and/or the High Court may not necessarily be up to date or relevant filings may not have been made<br>and, as a consequence, this may affect the results or accuracy of any searches made in those offices. It is not possible to search the<br>records held by the Circuit Court. |
|---|
Limitations arising from Insolvency Law
| 2. | This legal opinion is subject to all applicable laws on bankruptcy, insolvency, liquidation, receivership,<br>court protections including examinership, reorganisation, court schemes, moratoria, stabilisation, resolution, trust schemes, preferential<br>creditors, fraudulent disposition, improper transfer, unfair preference and other laws relating to or affecting creditors' rights generally. |
|---|
Sanctions
| 3. | If a party to any Document is, or any payment under a Document is made to, by or in respect of a person<br>resident, located or incorporated in a country that is subject to sanctions recognised or imposed by Ireland or is controlled by or connected<br>to a person resident, located or incorporated in a country that is subject to sanctions recognised or imposed by Ireland, then the obligations<br>of that party or obligations to that party under the relevant Document may be unenforceable or void. We have made no investigation as<br>to which sanctions may affect the Transaction at the date of this legal opinion. |
|---|
Execution of Documents
| 4. | Judicial opinion in the English case of R (on the application of Mercury Tax Group Limited and Another)<br>v. HMRC 2008 EWHC 2721 appears to indicate that if a previously executed signature page from a draft version of a document is transferred<br>to the final version of that document, such document may not be validly executed, notwithstanding that the parties authorised it. While<br>decisions of the English courts are not binding on the Irish courts, they may have persuasive authority, and it is possible that an Irish<br>court might hold a document whose executed signature pages have been transferred between versions to be invalidly executed. |
|---|
Enforcement and Binding Effect
| 5. | The description of obligations in this legal opinion as "enforceable" refers to the legal character<br>of the obligations assumed by the relevant party under the relevant instrument. It implies no more than the obligations are of a character<br>which the laws of Ireland recognise and will in certain circumstances enforce. In particular, it does not mean or imply that the relevant<br>instrument will be enforced in all circumstances in accordance with its terms or by or against third parties or that any particular remedy<br>will be available. In particular (without limiting the foregoing): |
|---|---|
| 5.1 | the binding effect and enforceability of the obligations of the Guarantors and the Issuers contemplated<br>under the Guarantees or any of the Securities may be limited by liquidation, insolvency, bankruptcy, receivership, court protection, examinership,<br>moratoria, reorganisation, reconstruction, company volunteer arrangements, fraud of creditors, fraudulent preference of creditors or similar<br>laws whether in Ireland or elsewhere affecting creditors' rights generally; |
| --- | --- |
| 5.2 | the binding effect and enforceability of the obligations of the Guarantors and the Issuers under the Guarantees<br>or any of the Securities may also be limited as a result of the provisions of the laws of Ireland applicable to contracts held to have<br>become frustrated by events happening after their execution, and any breach of the terms of any document by the party seeking to enforce<br>such document; |
| --- | --- |
| 5.3 | enforcement may be limited by general principles of equity. In particular, equitable remedies are not<br>available where damages are considered to be an adequate remedy; the remedy of specific performance is discretionary and will not normally<br>be ordered in respect of a monetary obligation; and injunctions are granted only on a discretionary basis and accordingly we express no<br>opinion on such matters; |
| --- | --- |
| 5.4 | claims may become barred under the Statute of Limitations 1957 or may be or become subject to the defence<br>of set-off or counterclaim; |
| --- | --- |
| 5.5 | enforcement will be subject to, netting, claims and attachment and any other rights of another party to<br>a contract; and |
| --- | --- |
| 5.6 | enforcement may be limited by reason of fraud. |
| --- | --- |
| 6. | Where any obligations of any person are to be performed in jurisdictions outside Ireland, such obligations<br>may not be enforceable under Irish law to the extent that performance thereof would be illegal under the laws of any such jurisdiction<br>or contrary to public policy under the laws of any such jurisdiction and an Irish court may take into account the law of the place of<br>performance in relation to the manner of performance and to the steps to be taken in the event of defective performance. |
| --- | --- |
| 7. | Where a judgment creditor seeks to enforce his judgment, he can only do so in accordance with the applicable<br>rules of Irish courts. The making of an execution order against particular assets, such as a charging order over land or a beneficial<br>interest therein or most types of investment or a third party debt order over a bank account or certain other debts, is a matter for the<br>Court's discretion. |
| --- | --- |
| 8. | Provisions (including but not limited to provisions for default interest) imposing additional payment<br>obligations in the event of breach or default or late payment, to the extent they do not represent a genuine pre-estimate of loss of the<br>aggrieved party, may be held to be unenforceable on the grounds that it is a penalty or in the nature of a penalty. |
|---|---|
| 9. | Where a party to a Document has a discretion or may determine a matter in its opinion, an Irish court<br>may require that such discretion is exercised reasonably and in good faith and that such determination is made in good faith based on<br>reasonable grounds. |
| --- | --- |
| 10. | Any provision in any Document providing for the conclusiveness and binding effect of any calculation,<br>determination or certificate may be held by an Irish court not to be final, conclusive or binding, notwithstanding any provision in any<br>Document to the contrary, if it is shown to have an unreasonable or arbitrary basis or not to have been reached in good faith. |
| --- | --- |
| 11. | A waiver of any defences to any proceedings may not be enforceable. |
| --- | --- |
| 12. | Any provision in a Document providing for a matter to be agreed in the future may be unenforceable or<br>void for uncertainty. |
| --- | --- |
| 13. | An Irish court has discretion on whether or not to enforce any provision in any of the Documents providing<br>for severance of provisions in the event of illegality, invalidity or unenforceability. |
| --- | --- |
No Waivers
| 14. | Any provision in a Document stating that a failure or delay in exercising any right or remedy under the<br>Document shall not operate as a waiver of such right or remedy may not be effective. |
|---|
Indemnity for Costs Provisions
| 15. | An Irish court may refuse to give effect to any provision of an agreement which amounts to an indemnity<br>in respect of the costs of unsuccessful litigation brought before an Irish court or where the court has itself made an order for costs. |
|---|
Limitation on Liability
| 16. | The effectiveness of any provision in any of the Documents purporting to exculpate a party from a liability,<br>obligation or duty otherwise owed is limited by Irish law. |
|---|
Judgments in Non-Euro Currencies
| 17. | Any judgment of the Irish courts for monies due under any Document may be expressed in a currency other<br>than euro but the order may issue out of the Central Office of the Irish High Court expressed in euro by reference to the official rate<br>of exchange prevailing on the date of issue. In addition, in a winding-up in Ireland of an Irish incorporated company, all foreign currency<br>claims must be converted into euro for the purposes of proof. The rate of exchange to be used to convert foreign currency debts into euro<br>for the purpose of proof in a winding-up is the spot rate (in the case of a compulsory winding-up) on the date of the winding-up order<br>and (in the case of a voluntary winding-up) on the date of the relevant winding-up resolution. |
|---|
Power of Court to Stay Actions
| 18. | An Irish court may (or, in certain cases, must) strike out or stay an action if concurrent proceedings<br>are being brought elsewhere and may or must decline to accept jurisdiction in certain cases. |
|---|
Exhibit 5.5
| Smurfit Westrock plc<br> Smurfit Westrock Financing Designated Activity<br> Company<br> The other Guarantors (as defined below) listed<br> in Schedule 1 hereto |
|---|
| Smurfit Westrock Financing Designated Activity Company – November 2025 issuance |
| Dear Addressees, |
All values are in US Dollars.
| (1) | We have acted as counsel with respect to matters of the laws of the Netherlands to (a) Smurfit Westrock<br>plc ("Smurfit Westrock"), a public limited company incorporated under the laws of Ireland, (b) Smurfit Westrock<br>Financing Designated Activity Company (the "Issuer"), a designated activity company incorporated under the laws of Ireland<br>and a wholly-owned direct subsidiary of Smurfit Westrock, and (c) the guarantors listed in Schedule 1 hereto (the "Guarantors"),<br>including Smurfit International B.V. (the "Company"), in connection with the issuance and sale of $800,000,000 million<br>in aggregate principal amount of the Issuer's 5.185% senior notes due 2036 (the "Notes"), guaranteed as to payment of<br>principal, premium, if any, and interest by each of the Guarantors. |
|---|
This opinion letter is furnished to you at your request to enable you to fulfil the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the registration statement on Form S-3, as amended (File No. 333-291446) (the "Registration Statement") filed by the Issuer and the Guarantors with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the "Securities Act"), on 12 November 2025.
| (2) | For the purpose of this opinion, we have examined and exclusively relied upon photocopies or copies received<br>by fax or by electronic means, or originals if so expressly stated, of the following documents: |
|---|---|
| (a) | the Registration Statement and the prospectus included in such Registration Statement (the "DisclosureDocuments"); |
| --- | --- |
| (b) | a prospectus supplement dated 17 November 2025 relating to the offering by the Issuer of the Notes<br>(the "Prospectus Supplement"); |
| --- | --- |
| (c) | the New York law governed indenture dated 21 November 2025 relating to the Notes by and between,<br>inter alia, the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, pursuant to which the Guarantors guarantee the<br>obligations of the Issuer under the Notes, as supplemented by the officers’ certificate dated 21 November 2025 (together, the<br> "Indenture"); |
| --- | --- |
Stibbe London B.V. is registered with the Dutch Chamber of Commerce under number 34206454. Any services performed are carried out under an agreement for services (‘overeenkomst van opdracht’) with Stibbe London B.V., which is governed exclusively by Dutch law. The general conditions of Stibbe London B.V., which include a limitation of liability, apply and are available on www.stibbe.com/generalconditions or upon request.
1
| (d) | the deed of incorporation of the Company dated 30 September 1977 and its articles of association<br>(statuten) as amended on 18 December 2020, which according to the Extract referred to below are the articles of association<br>of the Company as currently in force; |
|---|---|
| (e) | an extract from the Trade Register of the Chamber of Commerce (Kamer van Koophandel, afdeling Handelsregister)<br>relating to the Company dated the date hereof (the "Extract"); and |
| --- | --- |
| (f) | written resolutions of the managing board of the Company adopted on 11 November 2025 authorising,<br>inter alia, the execution by the Company of the Indenture and the performance of its obligations thereunder (the "Resolutions"). |
| --- | --- |
| (3) | The Disclosure Documents, the Prospectus Supplement and the Indenture are hereinafter collectively also<br>referred to as the "Documents". |
| --- | --- |
References to the Civil Code, the Bankruptcy Act and any other Codes or Acts are references to the Burgerlijk Wetboek, the Faillissementswet and such other Codes or Acts of the Netherlands, as amended. In this opinion, "the Netherlands" refers to the European part of the Kingdom of the Netherlands and "EU" refers to the European Union.
| (4) | In rendering this opinion we have assumed: |
|---|---|
| (a) | the genuineness and authenticity of all signatures on, and the authenticity and completeness of, all documents<br>submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted<br>to us as photocopies or copies transmitted by facsimile or by electronic means; |
| --- | --- |
| (b) | in relation to any signature other than a wet-ink signature (i) that the signing method used is sufficiently<br>reliable, taking into consideration the purpose for which the electronic signature was used and all other relevant circumstances, within<br>the meaning of section 3:15a of the Civil Code or (ii) that such signature is a qualified electronic signature (elektronischegekwalificeerde handtekening) within the meaning of Regulation (EU) 910/2014; |
| --- | --- |
| (c) | (i) the power, capacity and authority of all parties thereto other than the Company to enter into<br>and execute the Indenture; (ii) that the Indenture has been duly authorised by all parties thereto other than the Company, (iii) that<br>the Indenture has been validly executed and delivered (where such concept is legally relevant) by each of the parties thereto (other than<br>the Company) under all applicable laws, including the laws by which the Indenture is expressed to be governed and (iv) that the Indenture<br>has been validly executed and delivered (where such concept is legally relevant) by the Company under all applicable laws, including the<br>laws by which the Indenture is expressed to be governed, other than the laws of the Netherlands; |
| --- | --- |
| (d) | that any and all authorisations and consents of, or other filings with or notifications to, any public<br>authority or other relevant body or person in or of any jurisdiction which may be required (other than under the laws of the Netherlands)<br>in respect of the execution or performance of the Documents have been or will be duly obtained or made, as the case may be; |
| --- | --- |
2
| (e) | that the choice of the laws of the State of New York to govern the Indenture is valid under such laws<br>and under the laws of any other applicable jurisdiction other than the Netherlands and would be recognised and given effect to by any<br>U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and<br>the courts of any other jurisdiction other than the Netherlands; |
|---|---|
| (f) | that the Indenture constitutes legal, valid and binding obligations of the parties thereto and is enforceable<br>in accordance with its terms under all applicable laws, including the laws of the State of New York by which the Indenture is expressed<br>to be governed, other than the laws of the Netherlands; |
| --- | --- |
| (g) | that the information set forth in the Extract is complete and accurate on the date hereof and consistent<br>with the information contained in the files kept by the Trade Register with respect to the Company; |
| --- | --- |
| (h) | that all matters stated in the Resolutions and the confirmations given therein are correct on the date<br>hereof, and that the Resolutions have not been annulled, revoked or rescinded and are in full force and effect as at the date hereof and<br>that there is no law of a jurisdiction other than the Netherlands applicable under the 1978 Hague Convention on the Law applicable to<br>Agency which adversely affects the existence or extent of the authority expressed to be granted in any power of attorney; |
| --- | --- |
| (i) | that the Company has not been declared bankrupt (failliet verklaard), granted suspension of payments<br>(surseance van betaling verleend) or dissolved (ontbonden), nor has ceased to exist due to merger (fusie) or demerger<br>(splitsing) and that no out of court restructuring plan (onderhands akkoord) procedure is being prepared or has been commenced<br>involving the Company; although not constituting conclusive evidence, this assumption is supported by the contents of the Extract and<br>by our online search of the Central Insolvency Register of the courts of the Netherlands (Centraal Insolventieregister) (as regards<br>the out of court restructuring plan (onderhands akkoord) procedure, a search can be performed with respect to a public procedure<br>only) on the date hereof, which did not reveal any information which would render this assumption to be untrue; |
| --- | --- |
| (j) | that none of the insolvency proceedings listed in Annex A, as amended, to Regulation (EU) 2015/848 of<br>the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) has been declared applicable to the<br>Company by a court in one of the member states of the EU (with the exception of Denmark); although not constituting conclusive evidence,<br>this assumption is supported by our online search of the section on EU Registrations of the Central Insolvency Register (Centraal Insolventieregister)<br>on the date hereof, which did not reveal any information which would render this assumption to be untrue; |
| --- | --- |
| (k) | that, to the extent any of the provisions of the Indenture constitutes an irrevocable power of attorney<br>granted by the Company within the meaning of section 3:74 of the Civil Code, such power of attorney aims at the performance of a legal<br>act (strekt tot het verrichten van een rechtshandeling) in the interest of the proxy or a third party; |
| --- | --- |
3
| (l) | that none of the members of the managing board of the Company has a conflict of interests within the meaning<br>of section 2:239 of the Civil Code with the Company with respect to the Indenture or the transactions contemplated thereby; |
|---|---|
| (m) | that none of the members of the managing board of the Company is subject to a civil law director disqualification<br>(civielrechtelijk bestuursverbod) or has been suspended (geschorst) by the court to act as a managing director of the Company<br>within the meaning of sections 106a through 106c of the Bankruptcy Act, or is subject to any other disqualification, ban or suspension<br>which compromises its authority to exercise its duties as a managing director; and |
| --- | --- |
| (n) | that no foreign law which may apply to the Documents, when executed or performed, or the transactions<br>contemplated thereby, affect or will affect, this opinion. |
| --- | --- |
| (5) | We have not investigated the laws of any jurisdiction other than the Netherlands. This opinion is limited<br>to matters of the laws of the Netherlands as they presently stand. We do not express any opinion with respect to (i) any public international<br>law or the rules of or promulgated under any treaty or by any treaty organisation, other than any provisions of EU law having direct<br>effect, (ii) matters of competition law, (iii) matters of foreign direct<br>investment law, (iv) data protection law and (v) matters of taxation. |
| --- | --- |
| (6) | Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions<br>set forth herein, and subject to any factual matters not disclosed to us and inconsistent with the information revealed by the documents<br>reviewed by us in the course of our examination referred to above, we are as at the date hereof of the following opinion: |
| --- | --- |
| (a) | the Company has been duly incorporated and is validly existing under the laws of the Netherlands as a<br>private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and has the necessary corporate capacity<br>and power to enter into the Indenture and to exercise its rights and perform its obligations thereunder; |
| --- | --- |
| (b) | all corporate action required to be taken by the Company to authorise the execution of the Indenture by<br>it or on its behalf and the performance of its obligations thereunder has been duly taken; and |
| --- | --- |
| (c) | under the express reservation that we are not qualified to assess the correct meaning of its terms as<br>it is not governed by the laws of the Netherlands, there is nothing in the laws of the Netherlands which would prevent the Indenture,<br>including the irrevocable appointment by the Company of an agent in New York to accept service of process on its behalf in respect of<br>the jurisdiction of the U.S. Federal or New York State courts in the Borough of Manhattan in the City, County and State of New York, United<br>States of America, from constituting legal, valid and binding obligations of the Company, enforceable against the Company in accordance<br>with its terms. |
| --- | --- |
| (7) | This opinion is subject to the following qualifications: |
| --- | --- |
| (a) | we express no opinion as to the accuracy of any representations given by the Company or any other party<br>(express or implied) under or by virtue of the Indenture; |
| --- | --- |
4
| (b) | the opinions expressed above are limited and may be affected by any applicable bankruptcy (faillissement),<br>suspension of payments (surseance van betaling), insolvency, out of court restructuring plan (onderhands akkoord) procedure,<br>moratorium, reorganisation, liquidation, fraudulent conveyance, or similar rules and laws affecting the enforceability of rights<br>of creditors generally (including rights of set-off) in any relevant jurisdiction including but not limited to section 3:45 of the Civil<br>Code and section 42 of the Bankruptcy Act concerning fraudulent conveyance, as well as by any sanctions or measures under the Sanctions<br>Act 1977 (Sanctiewet 1977) or by EU or other international sanctions and Regulation (EC) No 2271/96; |
|---|---|
| (c) | the terms "legal", "valid", "binding" or "enforceable"<br>(or any combination thereof), where used in this opinion, mean that the relevant obligations are of a type which the courts of the Netherlands<br>generally recognise and enforce; the use of these terms does not suggest that the obligations will necessarily be enforced in accordance<br>with their terms in all circumstances; in particular, enforcement of such obligations in the courts of the Netherlands may be subject<br>to applicable statutes of limitation, interpretation by the court (taking into account the intention of the parties to a contract), the<br>effect of general principles of law including (without limitation) the concepts of reasonableness and fairness (redelijkheid en billijkheid)<br>and abuse of circumstances (misbruik van omstandigheden), and defences based on error (dwaling), fraud (bedrog),<br>duress (dwang), force majeure (overmacht) and set-off (verrekening); |
| --- | --- |
| (d) | no opinion is given as to whether any legal act (rechtshandeling) performed by the Company in entering<br>into the Indenture or exercising its rights or performing its obligations thereunder is not contrary to the corporate interest of the<br>Company for purposes of section 2:7 of the Civil Code. The validity and enforceability of the obligations of a Dutch company under a transaction<br>which it entered into may be contested by such company (or its receiver in bankruptcy (curator)) on the basis of section 2:7 of<br>the Civil Code, if both (a) the entry into the transaction was not within the scope of the objects of the company (doeloverschrijding)<br>and (b) the counterparty of the company knew or ought to have known (without any enquiry) that this was the case. The Dutch Supreme<br>Court has ruled that in determining whether a legal act (rechtshandeling) performed by a legal entity falls outside the objects<br>of that legal entity not only the description of such objects in its articles of association is relevant, but all relevant circumstances<br>must be taken into account, in particular whether the interests of the legal entity were served by the transaction; |
| --- | --- |
| (e) | any provision that the holder of a Note may be treated as its absolute owner may not be enforceable under<br>all circumstances; |
| --- | --- |
| (f) | when applying the law of a jurisdiction expressed in an agreement to be the governing law of that agreement,<br>the courts of the Netherlands (assuming they have jurisdiction over the matter): |
| --- | --- |
| · | will apply overriding mandatory provisions of<br>the laws of the Netherlands irrespective of the law otherwise applicable to the relevant agreement; |
| --- | --- |
| · | may give effect to the overriding mandatory provisions<br>of the law of the jurisdiction where the obligations arising out of the agreement have to be or have been performed, in so far as those<br>overriding mandatory provisions render performance of the agreement – in accordance with the law otherwise applicable to it –<br>unlawful; |
| --- | --- |
5
| · | may refuse to apply the law of another jurisdiction<br>if such application is manifestly incompatible with the public policy of the Netherlands; and |
|---|---|
| · | if all the elements relevant to the situation<br>at the time of the choice of law are located in another country, may apply provisions of the law of that other country and, if that country<br>is an EU member state, provisions of EU law, in so far as those provisions cannot be derogated from by agreement; |
| --- | --- |
| (g) | when applying the law of a jurisdiction expressed in an agreement to be the law applicable to non-contractual<br>obligations, the courts of the Netherlands (assuming they have jurisdiction over the matter): |
| --- | --- |
| · | will apply overriding mandatory provisions of<br>the laws of the Netherlands irrespective of the law otherwise applicable to the relevant non-contractual obligations; and |
| --- | --- |
| · | may apply provisions of the<br>law of another country and, if that country is an EU member state, provisions of EU law, if all the elements relevant to the situation<br>giving rise to the non-contractual obligations are located in that other country and in so far as those provisions cannot be derogated<br>from by agreement; |
| --- | --- |
| (h) | under the laws of the Netherlands a power of attorney will no longer be valid or enforceable as a matter<br>of law upon the grantor of the power of attorney being declared bankrupt (failliet verklaard) or being granted suspension of payments<br>(surseance van betaling verleend); insofar as certain provisions of the Indenture, including but not limited to the appointment<br>of an agent for service of process, expressly or implicitly provide for or constitute powers of attorney, the validity of the same is<br>similarly qualified; |
| --- | --- |
| (i) | service of process of any proceedings before the courts of, and enforcement of judgments in, the Netherlands<br>must be performed in accordance with applicable Dutch rules of civil procedure; |
| --- | --- |
| (j) | any provision to the effect that proceedings may be taken against the Company in different jurisdictions<br>may not be enforceable in the courts of the Netherlands in all circumstances; |
| --- | --- |
| (k) | under the laws of the Netherlands, the remedy of specific performance is not available in all circumstances;<br>and |
| --- | --- |
| (l) | the concepts of "trust" and of "delivery of documents" as known in common law jurisdictions<br>are not known as such under the laws of the Netherlands. |
| --- | --- |
| (8) | In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms.<br>The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other<br>jurisdictions. This opinion is given by Stibbe London B.V. and may only be relied upon under the express condition that (i) any issues<br>of interpretation or liability arising hereunder will be governed by the laws of the Netherlands and will be brought exclusively before<br>a court of the Netherlands, and (ii) such liability, if any, shall be limited to Stibbe London B.V. only, to the exclusion of any<br>of its directors, partners, employees, shareholders and advisors or its or their affiliates and to the aggregate of the amount paid under<br>Stibbe London B.V.'s professional insurance in the particular instance and any applicable deductible payable by Stibbe London B.V. |
| --- | --- |
6
| (9) | We assume no obligation to update this opinion or to inform any person of any changes of law or other<br>matters coming to our knowledge occurring after the date hereof which may affect this opinion in any respect. This opinion is addressed<br>to you and given for your sole benefit for the purposes of the Indenture only and may not be disclosed or quoted to any person other than<br>to your legal advisers or relied upon by any person or be used for any other purpose, without our prior written consent in each instance. |
|---|---|
| (10) | This opinion letter has been prepared for use in connection with the filing by the Issuer and the Guarantors<br>of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement<br>and speaks as of the date hereof. We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K<br>and to the reference to Stibbe London B.V. under the caption "Validity of the Notes and the Guarantees" in the Prospectus Supplement<br>constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons<br>whose consent is required under Section 7 of the Securities Act, or any rules or regulations promulgated thereunder. |
| --- | --- |
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7
| Yours faithfully, |
|---|
| Stibbe London B.V. |
| /s/ Rein van Helden |
| Rein van Helden |
8
SCHEDULE 1
GUARANTORS
| Name of Guarantor | State or other jurisdiction of incorporation or organization |
|---|---|
| Smurfit WestRock US Holdings Corporation | Delaware |
| WestRock Company | Delaware |
| WestRock MWV, LLC | Delaware |
| WRKCo Inc. | Delaware |
| Smurfit International B.V. | Netherlands |
| Smurfit Kappa Acquisitions Unlimited Company | Ireland |
| Smurfit Kappa Group Limited | Ireland |
| Smurfit Kappa Investments Limited | Ireland |
| Smurfit Kappa Treasury Funding Designated Activity Company | Ireland |
| Smurfit Westrock plc | Ireland |
| Smurfit Kappa Treasury Unlimited Company | Ireland |
| WestRock RKT, LLC | Georgia |
9
Exhibit 5.6
| Smurfit Westrock plc<br> Smurfit Kappa Treasury Unlimited Company<br> The other Guarantors (as defined below) listed<br> in Schedule 1 hereto |
|---|
| Smurfit Kappa Treasury Unlimited Company – November 2025 issuance |
| Dear Addressees, |
All values are in Euros.
| (1) | We have acted as counsel with respect to matters of the laws of the Netherlands to (a) Smurfit Westrock<br>plc ("Smurfit Westrock"), a public limited company incorporated under the laws of Ireland, (b) Smurfit Kappa Treasury<br>Unlimited Company (the "Issuer"), a public unlimited company incorporated under the laws of Ireland, and a wholly-owned<br>indirect subsidiary of Smurfit Westrock, and (c) the guarantors listed in Schedule 1 hereto (the "Guarantors"),<br>including Smurfit International B.V. (the "Company"), in connection with the issuance and sale of €500,000,000 million<br>in aggregate principal amount of the Issuer's 3.489% Senior Notes due 2031 (the "Notes"), guaranteed as to payment of<br>principal, premium, if any, and interest by each of the Guarantors. |
|---|
This opinion letter is furnished to you at your request to enable you to fulfil the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the registration statement on Form S-3, as amended (File No. 333-291446) (the "Registration Statement") filed by the Issuer and the Guarantors with the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the "Securities Act"), on 12 November 2025.
| (2) | For the purpose of this opinion, we have examined and exclusively relied upon photocopies or copies received<br>by fax or by electronic means, or originals if so expressly stated, of the following documents: |
|---|---|
| (a) | the Registration Statement and the prospectus included in such Registration Statement (the "DisclosureDocuments"); |
| --- | --- |
| (b) | a prospectus supplement dated 18 November 2025 relating to the offering by the Issuer of the Notes<br>(the "Prospectus Supplement"); |
| --- | --- |
| (c) | the New York law governed indenture dated 21 November 2025 relating to the Notes by and between,<br>inter alia, the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, pursuant to which the Guarantors guarantee the<br>obligations of the Issuer under the Notes, as supplemented by the officers’ certificate dated 24 November 2025 (together, the<br> "Indenture"); |
| --- | --- |
Stibbe London B.V. is registered with the Dutch Chamber of Commerce under number 34206454. Any services performed are carried out under an agreement for services (‘overeenkomst van opdracht’) with Stibbe London B.V., which is governed exclusively by Dutch law. The general conditions of Stibbe London B.V., which include a limitation of liability, apply and are available on www.stibbe.com/generalconditions or upon request.
1
| (d) | the deed of incorporation of the Company dated 30 September 1977 and its articles of association<br>(statuten) as amended on 18 December 2020, which according to the Extract referred to below are the articles of association<br>of the Company as currently in force; |
|---|---|
| (e) | an extract from the Trade Register of the Chamber of Commerce (Kamer van Koophandel, afdeling Handelsregister)<br>relating to the Company dated the date hereof (the "Extract"); and |
| --- | --- |
| (f) | written resolutions of the managing board of the Company adopted on 11 November 2025 authorising,<br>inter alia, the execution by the Company of the Indenture and the performance of its obligations thereunder (the "Resolutions"). |
| --- | --- |
| (3) | The Disclosure Documents, the Prospectus Supplement and the Indenture are hereinafter collectively also<br>referred to as the "Documents". |
| --- | --- |
References to the Civil Code, the Bankruptcy Act and any other Codes or Acts are references to the Burgerlijk Wetboek, the Faillissementswet and such other Codes or Acts of the Netherlands, as amended. In this opinion, "the Netherlands" refers to the European part of the Kingdom of the Netherlands and "EU" refers to the European Union.
| (4) | In rendering this opinion we have assumed: |
|---|---|
| (a) | the genuineness and authenticity of all signatures on, and the authenticity and completeness of, all documents<br>submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted<br>to us as photocopies or copies transmitted by facsimile or by electronic means; |
| --- | --- |
| (b) | in relation to any signature other than a wet-ink signature (i) that the signing method used is sufficiently<br>reliable, taking into consideration the purpose for which the electronic signature was used and all other relevant circumstances, within<br>the meaning of section 3:15a of the Civil Code or (ii) that such signature is a qualified electronic signature (elektronischegekwalificeerde handtekening) within the meaning of Regulation (EU) 910/2014; |
| --- | --- |
| (c) | (i) the power, capacity and authority of all parties thereto other than the Company to enter into<br>and execute the Indenture; (ii) that the Indenture has been duly authorised by all parties thereto other than the Company, (iii) that<br>the Indenture has been validly executed and delivered (where such concept is legally relevant) by each of the parties thereto (other than<br>the Company) under all applicable laws, including the laws by which the Indenture is expressed to be governed and (iv) that the Indenture<br>has been validly executed and delivered (where such concept is legally relevant) by the Company under all applicable laws, including the<br>laws by which the Indenture is expressed to be governed, other than the laws of the Netherlands; |
| --- | --- |
| (d) | that any and all authorisations and consents of, or other filings with or notifications to, any public<br>authority or other relevant body or person in or of any jurisdiction which may be required (other than under the laws of the Netherlands)<br>in respect of the execution or performance of the Documents have been or will be duly obtained or made, as the case may be; |
| --- | --- |
| (e) | that the choice of the laws of the State of New York to govern the Indenture is valid under such laws<br>and under the laws of any other applicable jurisdiction other than the Netherlands and would be recognised and given effect to by any<br>U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America and<br>the courts of any other jurisdiction other than the Netherlands; |
|---|---|
| (f) | that the Indenture constitutes legal, valid and binding obligations of the parties thereto and is enforceable<br>in accordance with its terms under all applicable laws, including the laws of the State of New York by which the Indenture is expressed<br>to be governed, other than the laws of the Netherlands; |
| --- | --- |
| (g) | that the information set forth in the Extract is complete and accurate on the date hereof and consistent<br>with the information contained in the files kept by the Trade Register with respect to the Company; |
| --- | --- |
| (h) | that all matters stated in the Resolutions and the confirmations given therein are correct on the date<br>hereof, and that the Resolutions have not been annulled, revoked or rescinded and are in full force and effect as at the date hereof and<br>that there is no law of a jurisdiction other than the Netherlands applicable under the 1978 Hague Convention on the Law applicable to<br>Agency which adversely affects the existence or extent of the authority expressed to be granted in any power of attorney; |
| --- | --- |
| (i) | that the Company has not been declared bankrupt (failliet verklaard), granted suspension of payments<br>(surseance van betaling verleend) or dissolved (ontbonden), nor has ceased to exist due to merger (fusie) or demerger<br>(splitsing) and that no out of court restructuring plan (onderhands akkoord) procedure is being prepared or has been commenced<br>involving the Company; although not constituting conclusive evidence, this assumption is supported by the contents of the Extract and<br>by our online search of the Central Insolvency Register of the courts of the Netherlands (Centraal Insolventieregister) (as regards<br>the out of court restructuring plan (onderhands akkoord) procedure, a search can be performed with respect to a public procedure<br>only) on the date hereof, which did not reveal any information which would render this assumption to be untrue; |
| --- | --- |
| (j) | that none of the insolvency proceedings listed in Annex A, as amended, to Regulation (EU) 2015/848 of<br>the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) has been declared applicable to the<br>Company by a court in one of the member states of the EU (with the exception of Denmark); although not constituting conclusive evidence,<br>this assumption is supported by our online search of the section on EU Registrations of the Central Insolvency Register (Centraal Insolventieregister)<br>on the date hereof, which did not reveal any information which would render this assumption to be untrue; |
| --- | --- |
| (k) | that, to the extent any of the provisions of the Indenture constitutes an irrevocable power of attorney<br>granted by the Company within the meaning of section 3:74 of the Civil Code, such power of attorney aims at the performance of a legal<br>act (strekt tot het verrichten van een rechtshandeling) in the interest of the proxy or a third party; |
| --- | --- |
| (l) | that none of the members of the managing board of the Company has a conflict of interests within the meaning<br>of section 2:239 of the Civil Code with the Company with respect to the Indenture or the transactions contemplated thereby; |
|---|---|
| (m) | that none of the members of the managing board of the Company is subject to a civil law director disqualification<br>(civielrechtelijk bestuursverbod) or has been suspended (geschorst) by the court to act as a managing director of the Company<br>within the meaning of sections 106a through 106c of the Bankruptcy Act, or is subject to any other disqualification, ban or suspension<br>which compromises its authority to exercise its duties as a managing director; and |
| --- | --- |
| (n) | that no foreign law which may apply to the Documents, when executed or performed, or the transactions<br>contemplated thereby, affect or will affect, this opinion. |
| --- | --- |
| (5) | We have not investigated the laws of any jurisdiction other than the Netherlands. This opinion is limited<br>to matters of the laws of the Netherlands as they presently stand. We do not express any opinion with respect to (i) any public international<br>law or the rules of or promulgated under any treaty or by any treaty organisation, other than any provisions of EU law having direct<br>effect, (ii) matters of competition law, (iii) matters of foreign direct<br>investment law, (iv) data protection law and (v) matters of taxation. |
| --- | --- |
| (6) | Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions<br>set forth herein, and subject to any factual matters not disclosed to us and inconsistent with the information revealed by the documents<br>reviewed by us in the course of our examination referred to above, we are as at the date hereof of the following opinion: |
| --- | --- |
| (a) | the Company has been duly incorporated and is validly existing under the laws of the Netherlands as a<br>private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and has the necessary corporate capacity<br>and power to enter into the Indenture and to exercise its rights and perform its obligations thereunder; |
| --- | --- |
| (b) | all corporate action required to be taken by the Company to authorise the execution of the Indenture by<br>it or on its behalf and the performance of its obligations thereunder has been duly taken; and |
| --- | --- |
| (c) | under the express reservation that we are not qualified to assess the correct meaning of its terms as<br>it is not governed by the laws of the Netherlands, there is nothing in the laws of the Netherlands which would prevent the Indenture,<br>including the irrevocable appointment by the Company of an agent in New York to accept service of process on its behalf in respect of<br>the jurisdiction of the U.S. Federal or New York State courts in the Borough of Manhattan in the City, County and State of New York, United<br>States of America, from constituting legal, valid and binding obligations of the Company, enforceable against the Company in accordance<br>with its terms. |
| --- | --- |
| (7) | This opinion is subject to the following qualifications: |
| --- | --- |
| (a) | we express no opinion as to the accuracy of any representations given by the Company or any other party<br>(express or implied) under or by virtue of the Indenture; |
| --- | --- |
| (b) | the opinions expressed above are limited and may be affected by any applicable bankruptcy (faillissement),<br>suspension of payments (surseance van betaling), insolvency, out of court restructuring plan (onderhands akkoord) procedure,<br>moratorium, reorganisation, liquidation, fraudulent conveyance, or similar rules and laws affecting the enforceability of rights<br>of creditors generally (including rights of set-off) in any relevant jurisdiction including but not limited to section 3:45 of the Civil<br>Code and section 42 of the Bankruptcy Act concerning fraudulent conveyance, as well as by any sanctions or measures under the Sanctions<br>Act 1977 (Sanctiewet 1977) or by EU or other international sanctions and Regulation (EC) No 2271/96; |
| --- | --- |
| (c) | the terms "legal", "valid", "binding" or "enforceable"<br>(or any combination thereof), where used in this opinion, mean that the relevant obligations are of a type which the courts of the Netherlands<br>generally recognise and enforce; the use of these terms does not suggest that the obligations will necessarily be enforced in accordance<br>with their terms in all circumstances; in particular, enforcement of such obligations in the courts of the Netherlands may be subject<br>to applicable statutes of limitation, interpretation by the court (taking into account the intention of the parties to a contract), the<br>effect of general principles of law including (without limitation) the concepts of reasonableness and fairness (redelijkheid en billijkheid)<br>and abuse of circumstances (misbruik van omstandigheden), and defences based on error (dwaling), fraud (bedrog),<br>duress (dwang), force majeure (overmacht) and set-off (verrekening); |
|---|---|
| (d) | no opinion is given as to whether any legal act (rechtshandeling) performed by the Company in entering<br>into the Indenture or exercising its rights or performing its obligations thereunder is not contrary to the corporate interest of the<br>Company for purposes of section 2:7 of the Civil Code. The validity and enforceability of the obligations of a Dutch company under a transaction<br>which it entered into may be contested by such company (or its receiver in bankruptcy (curator)) on the basis of section 2:7 of<br>the Civil Code, if both (a) the entry into the transaction was not within the scope of the objects of the company (doeloverschrijding)<br>and (b) the counterparty of the company knew or ought to have known (without any enquiry) that this was the case. The Dutch Supreme<br>Court has ruled that in determining whether a legal act (rechtshandeling) performed by a legal entity falls outside the objects<br>of that legal entity not only the description of such objects in its articles of association is relevant, but all relevant circumstances<br>must be taken into account, in particular whether the interests of the legal entity were served by the transaction; |
| --- | --- |
| (e) | any provision that the holder of a Note may be treated as its absolute owner may not be enforceable under<br>all circumstances; |
| --- | --- |
| (f) | when applying the law of a jurisdiction expressed in an agreement to be the governing law of that agreement,<br>the courts of the Netherlands (assuming they have jurisdiction over the matter): |
| --- | --- |
| · | will apply overriding mandatory provisions of<br>the laws of the Netherlands irrespective of the law otherwise applicable to the relevant agreement; |
| --- | --- |
| · | may give effect to the overriding mandatory provisions<br>of the law of the jurisdiction where the obligations arising out of the agreement have to be or have been performed, in so far as those<br>overriding mandatory provisions render performance of the agreement – in accordance with the law otherwise applicable to it –<br>unlawful; |
| --- | --- |
| · | may refuse to apply the law of another jurisdiction<br>if such application is manifestly incompatible with the public policy of the Netherlands; and |
|---|---|
| · | if all the elements relevant to the situation<br>at the time of the choice of law are located in another country, may apply provisions of the law of that other country and, if that country<br>is an EU member state, provisions of EU law, in so far as those provisions cannot be derogated from by agreement; |
| --- | --- |
| (g) | when applying the law of a jurisdiction expressed in an agreement to be the law applicable to non-contractual<br>obligations, the courts of the Netherlands (assuming they have jurisdiction over the matter): |
| --- | --- |
| · | will apply overriding mandatory provisions of<br>the laws of the Netherlands irrespective of the law otherwise applicable to the relevant non-contractual obligations; and |
| --- | --- |
| • | may apply provisions of the<br>law of another country and, if that country is an EU member state, provisions of EU law, if all the elements relevant to the situation<br>giving rise to the non-contractual obligations are located in that other country and in so far as those provisions cannot be derogated<br>from by agreement; |
| --- | --- |
| (h) | under the laws of the Netherlands a power of attorney will no longer be valid or enforceable as a matter<br>of law upon the grantor of the power of attorney being declared bankrupt (failliet verklaard) or being granted suspension of payments<br>(surseance van betaling verleend); insofar as certain provisions of the Indenture, including but not limited to the appointment<br>of an agent for service of process, expressly or implicitly provide for or constitute powers of attorney, the validity of the same is<br>similarly qualified; |
| --- | --- |
| (i) | service of process of any proceedings before the courts of, and enforcement of judgments in, the Netherlands<br>must be performed in accordance with applicable Dutch rules of civil procedure; |
| --- | --- |
| (j) | any provision to the effect that proceedings may be taken against the Company in different jurisdictions<br>may not be enforceable in the courts of the Netherlands in all circumstances; |
| --- | --- |
| (k) | under the laws of the Netherlands, the remedy of specific performance is not available in all circumstances;<br>and |
| --- | --- |
| (l) | the concepts of "trust" and of "delivery of documents" as known in common law jurisdictions<br>are not known as such under the laws of the Netherlands. |
| --- | --- |
| (8) | In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms.<br>The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other<br>jurisdictions. This opinion is given by Stibbe London B.V. and may only be relied upon under the express condition that (i) any issues<br>of interpretation or liability arising hereunder will be governed by the laws of the Netherlands and will be brought exclusively before<br>a court of the Netherlands, and (ii) such liability, if any, shall be limited to Stibbe London B.V. only, to the exclusion of any<br>of its directors, partners, employees, shareholders and advisors or its or their affiliates and to the aggregate of the amount paid under<br>Stibbe London B.V.'s professional insurance in the particular instance and any applicable deductible payable by Stibbe London B.V. |
| --- | --- |
| (9) | We assume no obligation to update this opinion or to inform any person of any changes of law or other<br>matters coming to our knowledge occurring after the date hereof which may affect this opinion in any respect. This opinion is addressed<br>to you and given for your sole benefit for the purposes of the Indenture only and may not be disclosed or quoted to any person other than<br>to your legal advisers or relied upon by any person or be used for any other purpose, without our prior written consent in each instance. |
|---|---|
| (10) | This opinion letter has been prepared for use in connection with the filing by the Issuer and the Guarantors<br>of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement<br>and speaks as of the date hereof. We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K<br>and to the reference to Stibbe London B.V. under the caption "Validity of the Notes and the Guarantees" in the Prospectus Supplement<br>constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons<br>whose consent is required under Section 7 of the Securities Act, or any rules or regulations promulgated thereunder. |
| --- | --- |
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| Yours faithfully, |
|---|
| Stibbe London B.V. |
| /s/ Rein van Helden |
| Rein van Helden |
SCHEDULE 1
GUARANTORS
| Name of Guarantor | State or other jurisdiction of incorporation or organization |
|---|---|
| Smurfit WestRock US Holdings Corporation | Delaware |
| WestRock Company | Delaware |
| WestRock MWV, LLC | Delaware |
| WRKCo Inc. | Delaware |
| Smurfit International B.V. | Netherlands |
| Smurfit Kappa Acquisitions Unlimited Company | Ireland |
| Smurfit Kappa Group Limited | Ireland |
| Smurfit Kappa Investments Limited | Ireland |
| Smurfit Kappa Treasury Funding Designated Activity Company | Ireland |
| Smurfit Westrock plc | Ireland |
| WestRock RKT, LLC | Georgia |
| Smurfit Westrock Financing Designated Activity Company | Ireland |
Exhibit 5.7
November 21, 2025
Smurfit Westrock Financing Designated Activity Company
The Guarantors listed in Annex I hereto
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
To the addressees referred to above:
I am Vice President and Deputy General Counsel of WestRock Company, a Delaware corporation (“WestRock”), the parent company of WestRock RKT, LLC, a Georgia limited liability company (“RKT”), and I am delivering this opinion letter in connection with the issuance and sale by Smurfit Westrock Financing Designated Activity Company, a designated activity company incorporated under the laws of Ireland (the “Issuer”), of $800 million in aggregate principal amount of the Issuer’s 5.185% Senior Notes due 2036 (the “Notes”), guaranteed as to payment of principal, premium, if any, and interest by the guarantors identified in Annex I attached hereto, including RKT (the “Guarantors”) (the “Guarantees” and, together with the Notes, the “Securities”) pursuant to the terms of the Underwriting Agreement, dated November 17, 2025, among the Issuer, the Guarantors and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. The Securities are to be sold pursuant to the registration statement on Form S-3, as amended (File No. 333-291446) (the “Registration Statement”), filed by the Issuer and the Guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on November 12, 2025, and the prospectus, dated November 12, 2025 (the “Prospectus”), as supplemented by the supplement to the Prospectus, dated November 17, 2025 (the “Prospectus Supplement”). The Securities are to be issued pursuant to an Indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by the Officers’ Certificate, dated November 21, 2025 (together with the Base Indenture, the “Indenture”), among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee.
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
In that connection, I or my designee have examined originals, or copies certified or otherwise identified to my satisfaction, of such corporate records and other documents as I have deemed necessary or appropriate for purposes of this opinion letter, including:
| (a) | the Registration Statement; |
|---|---|
| (b) | the Prospectus; |
| --- | --- |
| (c) | the Prospectus Supplement; |
| --- | --- |
1
| (d) | the Indenture; |
|---|---|
| (e) | the Certificate of Conversion of RKT; |
| --- | --- |
| (f) | the Limited Liability Company Agreement of RKT; and |
| --- | --- |
| (g) | the written consent of the sole member of RKT, dated November 12, 2025. |
| --- | --- |
In rendering this opinion, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as duplicates or copies. I have also assumed, with your consent, that the Indenture has been or will be authorized, executed and delivered by the parties thereto (excluding RKT) and that the final form of each form document submitted to me for review will be executed, delivered and performed in a manner substantially similar to the form I reviewed. As to any facts material to the opinion expressed herein which were not independently established or verified, I have relied, to the extent I deem appropriate, upon oral or written statements and representations of officers and other representatives of RKT and others.
Based on the foregoing and subject to the assumptions and qualifications set forth herein, I am of the opinion that:
| 1. | RKT is duly organized, validly existing and in good standing as a limited liability company under the<br>laws of the State of Georgia. |
|---|---|
| 2. | RKT has the power and authority as a Georgia limited liability company to conduct its business and perform<br>its obligations under the Guarantees. |
| --- | --- |
| 3. | The Guarantees have been validly authorized, executed and delivered for Georgia limited liability company<br>law purposes by RKT. |
| --- | --- |
I am admitted to practice only in the State of Georgia, and I express no opinion as to matters governed by any laws other than the laws of the State of Georgia. In particular, I do not purport to pass on any matter governed by the laws of the State of New York or the State of Delaware or United States Federal law.
This opinion letter has been prepared for use in connection with the filing by the Issuer and the Guarantors of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference in the Registration Statement and speaks as of the date hereof. I assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this opinion letter.
I hereby consent to the filing of this opinion letter as Exhibit 5.4 to the above-described Current Report on Form 8-K and to the reference to my name under the caption “Validity of the Notes and Guarantees” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Act.
| Very truly yours, |
|---|
| /s/ Steven B. Nickerson |
| Steven B. Nickerson |
ANNEX I
Guarantors
| Name of Guarantor | State or other jurisdiction of incorporation or organization |
|---|---|
| Smurfit Westrock plc | Ireland |
| Smurfit Kappa Treasury Unlimited Company | Ireland |
| Smurfit International B.V. | Netherlands |
| Smurfit Kappa Acquisitions Unlimited Company | Ireland |
| Smurfit Kappa Group Limited | Ireland |
| Smurfit Kappa Investments Limited | Ireland |
| Smurfit Kappa Treasury Funding Designated Activity Company | Ireland |
| Smurfit WestRock US Holdings Corporation | Delaware |
| WestRock Company | Delaware |
| WestRock MWV, LLC | Delaware |
| WestRock RKT, LLC | Georgia |
| WRKCo Inc. | Delaware |
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Exhibit 5.8
November 24, 2025
Smurfit Kappa Treasury Unlimited Company
The Guarantors listed in Annex I hereto
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
To the addressees referred to above:
I am Vice President and Deputy General Counsel of WestRock Company, a Delaware corporation (“WestRock”), the parent company of WestRock RKT, LLC, a Georgia limited liability company (“RKT”), and I am delivering this opinion letter in connection with the issuance and sale by Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”), of €500 million in aggregate principal amount of the Issuer’s 3.489% Senior Notes due 2031 (the “Notes”), guaranteed as to payment of principal, premium, if any, and interest by the guarantors identified in Annex I attached hereto, including RKT (the “Guarantors”) (the “Guarantees” and, together with the Notes, the “Securities”) pursuant to the terms of the Underwriting Agreement, dated November 18, 2025, among the Issuer, the Guarantors and the underwriters named in Exhibit B thereto. The Securities are to be sold pursuant to the registration statement on Form S-3, as amended (File No. 333-291446) (the “Registration Statement”), filed by the Issuer and the Guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on November 12, 2025, and the prospectus, dated November 12, 2025 (the “Prospectus”), as supplemented by the supplement to the Prospectus, dated November 18, 2025 (the “Prospectus Supplement”). The Securities are to be issued pursuant to an indenture, dated as of November 21, 2025 (the “Base Indenture”), as supplemented by an officers’ certificate, dated November 24, 2025, pursuant to Sections 2.1 and 12.4 of the Base Indenture (together with the Base Indenture, the “Indenture”) establishing certain terms of the Notes, among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee.
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
In that connection, I or my designee have examined originals, or copies certified or otherwise identified to my satisfaction, of such corporate records and other documents as I have deemed necessary or appropriate for purposes of this opinion letter, including:
| (a) | the Registration Statement; |
|---|---|
| (b) | the Prospectus; |
| --- | --- |
| (c) | the Prospectus Supplement; |
| --- | --- |
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| (d) | the Indenture; |
|---|---|
| (e) | the Certificate of Conversion of RKT; |
| --- | --- |
| (f) | the Limited Liability Company Agreement of RKT; and |
| --- | --- |
| (g) | the written consent of the sole member of RKT, dated November 12, 2025. |
| --- | --- |
In rendering this opinion, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as duplicates or copies. I have also assumed, with your consent, that the Indenture has been or will be authorized, executed and delivered by the parties thereto (excluding RKT) and that the final form of each form document submitted to me for review will be executed, delivered and performed in a manner substantially similar to the form I reviewed. As to any facts material to the opinion expressed herein which were not independently established or verified, I have relied, to the extent I deem appropriate, upon oral or written statements and representations of officers and other representatives of RKT and others.
Based on the foregoing and subject to the assumptions and qualifications set forth herein, I am of the opinion that:
| 1. | RKT is duly organized, validly existing and in good standing as a limited liability company under the<br>laws of the State of Georgia. |
|---|---|
| 2. | RKT has the power and authority as a Georgia limited liability company to conduct its business and perform<br>its obligations under the Guarantees. |
| --- | --- |
| 3. | The Guarantees have been validly authorized, executed and delivered for Georgia limited liability company<br>law purposes by RKT. |
| --- | --- |
I am admitted to practice only in the State of Georgia, and I express no opinion as to matters governed by any laws other than the laws of the State of Georgia. In particular, I do not purport to pass on any matter governed by the laws of the State of New York or the State of Delaware or United States Federal law.
This opinion letter has been prepared for use in connection with the filing by the Issuer and the Guarantors of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference in the Registration Statement and speaks as of the date hereof. I assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this opinion letter.
I hereby consent to the filing of this opinion letter as Exhibit 5.4 to the above-described Current Report on Form 8-K and to the reference to my name under the caption “Validity of the Notes and Guarantees” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Act.
| Very truly yours, |
|---|
| /s/ Steven B. Nickerson |
| Steven B. Nickerson |
ANNEX I
Guarantors
| Name of Guarantor | State or other jurisdiction of incorporation or organization |
|---|---|
| Smurfit Westrock plc | Ireland |
| Smurfit Westrock Financing Designated Activity Company | Ireland |
| Smurfit International B.V. | Netherlands |
| Smurfit Kappa Acquisitions Unlimited Company | Ireland |
| Smurfit Kappa Group Limited | Ireland |
| Smurfit Kappa Investments Limited | Ireland |
| Smurfit Kappa Treasury Funding Designated Activity Company | Ireland |
| Smurfit WestRock US Holdings Corporation | Delaware |
| WestRock Company | Delaware |
| WestRock MWV, LLC | Delaware |
| WestRock RKT, LLC | Georgia |
| WRKCo Inc. | Delaware |
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