Smurfit Kappa Announces Results of Consent Solicitation

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Smurfit Kappa Acquisitions Unlimited Company and Smurfit Kappa Treasury Unlimited Company Announce Results of Consent Solicitation Relating to the

€1,000,000,000 2.875% Senior Notes due 2026 (the “SKA Notes”)
€750,000,000 1.500% Senior Notes due 2027 (the “2027 SKT Notes”)
€500,000,000 0.500% Senior Notes due 2029 (the “2029 SKT Notes”)
and
€500,000,000 1.000% Senior Notes due 2033 (the “2033 SKT Notes”, and together with the 2027 SKT Notes and the 2029 SKT Notes, the “SKT Notes”, together with the SKA Notes, the “Notes”)

Smurfit Kappa Acquisitions Unlimited Company, the issuer of the SKA Notes (the “SKA Notes Issuer”), and Smurfit Kappa Treasury Unlimited Company, the issuer of the SKT Notes (the “SKT Notes Issuer”, and together with the SKA Notes Issuer, the “Issuers”), wholly-owned subsidiaries of Smurfit Kappa Group plc (“Smurfit Kappa”), announce today the results of the consent solicitation through which they solicited consents (“Consents”) from registered holders (“Holders”) of their respective Notes as described in the table below (the “Consent Solicitation”) to amend certain terms of the relevant indentures governing such Notes (each, an “Indenture” and together, the “Indentures”). Adoption of the proposed amendments with respect to each series of Notes requires the Consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series.

Details of the Notes and Consent Solicitation

 

Expiration Time – Revocation Deadline – Consent Payment

The Consent Solicitation expired at 4:00 P.M., London time, on 5 October 2023 (the “Expiration Time”). As of the Expiration Time, each of the Issuers had received Consents from Holders of the majority in aggregate principal amount of the outstanding Notes of each series of their respective Notes. As a result, supplemental indentures reflecting the proposed amendments with respect to the applicable Indenture for each series of Notes were executed on 5 October 2023.

In addition, revocation rights with respect to each series of Notes were terminated at 4:00 P.M., London time, on 5 October 2023 (the “Revocation Deadline”). A Holder who delivered a valid Consent for a series of Notes prior to the Expiration Time and did not validly revoke such Consent prior to the Revocation Deadline, will receive the applicable consent payment per €1,000 aggregate principal amount of such series of Notes, as described in the table above, with respect to which such Consent was delivered (the “Consent Payment”). Holders who validly delivered their Consents for a series of Notes prior to the Expiration Time but who validly revoked their Consents prior to the Revocation Deadline, will not receive the applicable Consent Payment unless they validly delivered their Consents for such series of Notes again prior to such Expiration Time and did not validly revoke their Consents again prior to the Revocation Deadline. The Consent Payment applicable to each series of Notes is expected to be paid on 9 October 2023 by the relevant Issuer.

Further Information

Citigroup Global Markets Limited acted as solicitation agent and Kroll Issuer Services Limited acted as tabulation agent and information agent for the Consent Solicitation. Requests for documents may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email to smurfit@is.kroll.com. Questions regarding the Consent Solicitation may be directed to Citigroup Global Markets Limited at +44 20 7986 8969 and +1 (800) 558-3745 or by email to liabilitymanagement.europe@citi.com.