Smurfit WestRock plc filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
On July 5, 2024, Smurfit Kappa Group plc (“Smurfit Kappa”), Smurfit Westrock plc (“Smurfit Westrock”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”) completed a combination pursuant to a transaction agreement entered into between the parties on September 12, 2023 (the “Transaction Agreement). Pursuant to the Transaction Agreement and subject to the terms and conditions therein: (a) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland (as amended) (the “Scheme”) and (b) Merger Sub merged with and into WestRock (the “Merger,” and together with the Scheme, the “Combination”), with WestRock surviving the Merger and becoming a wholly owned subsidiary of Smurfit Westrock.
The unaudited consolidated financial statements of Smurfit Westrock as of and for the three and six months ended June 30, 2024, including the notes related thereto, were filed with the SEC in Smurfit Westrock’s Quarterly Report on Form 10-Q on August 9, 2024. The unaudited condensed consolidated financial statements of Smurfit Kappa as of and for the three and six months ended June 30, 2024, including the notes related thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference. Information in Exhibit 99.1 is being filed with respect to the interim period ended June 30, 2024, which was before the consummation of the Combination. Accordingly, the disclosures herein, including the financial statements and related Management’s Discussion and Analysis, describe the business, financial condition, results of operations, liquidity and capital resources of Smurfit Kappa prior to the Combination, except as expressly provided herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Smurfit Kappa unaudited interim financial information. | |
| 104 | Cover page interactive data file (formatted as inline xbrl). |
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 | ||
| /s/ Ken Bowles | ||
| Name: | Ken Bowles | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: August 9, 2024