Smurfit WestRock plc美股招股说明书(2025-11-18版)

Smurfit Kappa Treasury Unlimited Company€% Senior Notes due 20guaranteed on a senior basis by Smurfit Westrock plc and certain of its subsidiaries Smurfit Kappa Treasury Unlimited Company (the “Issuer”), a public unlimited company incorporated under the laws of Ireland and a wholly owned indirectsubsidiary of Smurfit Westrock plc (“Smurfit Westrock”), a public limited company incorporated under the laws of Ireland, is offering (the “Offering”) €aggregateprincipal amount of its% Senior Notes due 20(the “Notes”). We intend to use an amount equivalent to the proceeds of the Offering to finance or refinance aportfolio of eligible assets and expenditures (the “Eligible Green Projects”) in accordance with Smurfit Westrock’s Green Finance Framework, which Smurfit Westrockmay, in the future, update in line with developments in the market. The Issuer may redeem the Notes, in whole or in part, at any time at the applicable redemption price described under the heading “Description of Notes — OptionalRedemption.” The Issuer may also redeem the Notes in whole, but not in part, at any time upon giving proper notice if changes in tax laws impose certain withholding taxesor other deductions on amounts payable on the Notes or the Guarantees (as defined below), at a redemption price of 100% of the principal amount thereof, plus accrued andunpaid interest, if any, and additional amounts, if any, to, but not including, the redemption date. Upon the occurrence of a Change of Control Repurchase Event (as definedin “Description of Notes”), each holder of Notes may require the Issuer to repurchase all or a portion of its Notes at a purchase price in cash equal to 100% of the principalamount thereof, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but not including, the date of purchase. The Notes will be the Issuer’s senior obligations. As of the Issue Date (as defined below), the Notes will rank equally in right of payment with all of the Issuer’sexisting and future indebtedness that is not subordinated in right of payment to the Notes (including the Issuer’s Existing Notes (as defined in “Description of Notes”) andits guarantee of the Revolving Facility Agreement, the Existing SW Notes and the CP Program (each as defined in “Description of Notes”)), rank senior in right of paymentto all of the Issuer’s existing and future indebtedness that is subordinated in right of payment to the Notes, be effectively junior to all of the Issuer’s existing and futuresecured indebtedness to the extent of the value of the collateral securing such indebtedness and be structurally subordinated in right of payment to any obligations ofSmurfit Westrock’s subsidiaries other than subsidiaries that are Guarantors (as defined below). The Notes will be, subject to any applicable limitations under applicable law, fully and unconditionally guaranteed, jointly and severally, on a senior basis (the“Guarantees”) by each of Smurfit Westrock and Smurfit Kappa Group Limited (“Smurfit Kappa”), Smurfit Westrock Financing Designated Activity Company (“SWF”),Smurfit Kappa Investments Limited, Smurfit Kappa Acquisitions Unlimited Company, Smurfit Kappa Treasury Funding Designated Activity Company, SmurfitInternational B.V., Smurfit WestRock US Holdings Corporation, WestRock Company (“WestRock”), WRKCo Inc. (“WRKCo”), WestRock MWV, LLC and WestRockRKT, LLC (collectively, the “Subsidiary Guarantors” and, together with Smurfit Westrock, the “Guarantors”). The Guarantees may be released under certaincircumstances. See “Description of Notes.” Application will be made for the Notes to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) and totrading on the Global Exchange Market and added to the Euronext ESG Bonds platform in accordance with the rules of that exchange. There is no assurance, however, thatthis application will be accepted. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”). Thisprospectus supplement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (as may be amended, the “Prospectus Regulation”). Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-11of this prospectus supplement and in the documents incorporated by reference into thisprospectus supplement for a discussion of the factors you should carefully consider before deciding to purchase the Notes. Per NoteTotalPublic offering price€Underwriting discount€Proceeds to us (before expenses)€(1)%%% (1)Plus accrued interest, if any, from November, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. T