Smurfit WestRock plc美股招股说明书(2025-04-23版)

$850,000,000 Registered 5.418% Senior Notes due 2035(CUSIP/ISIN: 83272Y AB8 / US83272YAB83)for any and allUnregistered 5.418% Senior Notes due 2035(Rule 144A CUSIP/ISIN: 83272Y AA0 / US83272YAA01)(Regulation S CUSIP/ISIN: G8267W AA1 / USG8267WAA11) Smurfit Kappa Treasury Unlimited Company (“SKT”), a public unlimited company incorporated underthe laws of Ireland and a wholly owned indirect subsidiary of Smurfit Westrock plc (“Smurfit Westrock” orthe “Company”), a public limited company incorporated under the laws of Ireland, is offering to exchangeup to (i)$750,000,000 aggregate principal amount of its registered 5.200% Senior Notes due 2030 (the“New 2030 Notes”) for $750,000,000 aggregate principal amount of its outstanding unregistered 5.200%Senior Notes due 2030 (the “Original 2030 Notes”); (ii)$1,000,000,000 aggregate principal amount of itsregistered 5.438% Senior Notes due 2034 (the “New 2034 Notes”) for $1,000,000,000 aggregate principalamount of its outstanding unregistered 5.438% Senior Notes due 2034 (the “Original 2034 Notes”); and(iii)$1,000,000,000 aggregate principal amount of its registered 5.777% Senior Notes due 2054 (the “New2054 Notes” and, together with the New 2030 Notes and New 2034 Notes, the “New SKT Notes”) for$1,000,000,000 aggregate principal amount of its outstanding unregistered 5.777% Senior Notes due 2054(the “Original 2054 Notes” and, together with the Original 2030 Notes and Original 2034 Notes, the“Original SKT Notes”). We refer to this offer to exchange as the “SKT exchange offer.” Smurfit Westrock Financing Designated Activity Company (“SWF” and, together with SKT, the“Issuers”), a designated activity company incorporated under the laws of Ireland and a wholly owned directsubsidiary of Smurfit Westrock, is offering to exchange up to $850,000,000 aggregate principal amount ofits registered 5.418% Senior Notes due 2035 (the “New SWF Notes” and, together with the New SKTNotes, the “New Notes”) for $850,000,000 aggregate principal amount of its outstanding unregistered5.418% Senior Notes due 2035 (the “Original SWF Notes” and, together with the Original SKT Notes, the“Original Notes”). We refer to the Original SKT Notes together with the New SKT Notes as the “SKTNotes” and the Original SWF Notes together with the New SWF Notes as the “SWF Notes.” We refer to thisoffer to exchange as the “SWF exchange offer” and, together with the SKT exchange offer, the “exchangeoffers.” In this prospectus, unless otherwise indicated, references to “we” and “our” refer only to SKT,SWF, Smurfit Westrock and its subsidiaries that have guaranteed the Original Notes and will guarantee the New Notes, asdescribed in this prospectus, and do not include any of Smurfit Westrock’s other subsidiaries. The exchange offers are subject to customary closing conditions and will expire at 5:00p.m., New YorkCity time, on May21, 2025, unless we extend the exchange offers in our sole discretion. The Exchange Offers •••••••All Original Notes that are validly tendered, and not validly withdrawn, will be exchanged for anequal principal amount of New Notes of the applicable series. You should carefully review theprocedures for tendering the Original Notes beginning on page143.You may validly withdraw tenders of Original Notes at any time before the expiration of theapplicable exchange offer.The terms of the New Notes to be issued in the exchange offers are substantially identical to theapplicable Original Notes, except that the New Notes will be registered under the United StatesSecurities Act of 1933, as amended (the “Securities Act”), and will not have any transfer restrictions,registration rights or additional interest provisions.We issued the Original Notes in transactions not requiring registration under the Securities Act and,as a result, their transfer is restricted. We are making the exchange offers to satisfy your registrationrights as a holder of the Original Notes.The exchange of the Original Notes for New Notes of the applicable series will not be a taxabletransaction for United States federal income tax purposes, but you should see the discussion under“Material U.S. Federal Income Tax Considerations” for more information.We will not receive any proceeds from the exchange offers.No public market currently exists for the New Notes. Application has been made by or on behalf ofthe Issuers to admit the New Notes to the Official List of Euronext Dublin and for them to trade onthe Global Exchange Market and added to the Euronext ESG Bonds platform. See “The ExchangeOffers — Listing of the New Notes” and “Plan of Distribution.” The New Notes will be fully and unconditionally guaranteed on a senior unsecured basis by SmurfitWestrock and all of its subsidiaries that have guaranteed the Original Notes as described in this prospectus. All untendered Original Notes will remain outstanding and continue to be subject to the transferrestrictions set forth in the Original Notes and in the indenture governing the