SecProbe.io

United States securities and exchange commission logo
March 13, 2024
Anthony Smurfit
Group Chief Executive Officer
Smurfit WestRock Limited
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Re:Smurfit WestRock Limited
Draft Registration Statement on Form S-4
Submitted February 14, 2024
CIK No. 0002005951
Dear Anthony Smurfit:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4 Submitted on February 14, 2024
Cover Page
1.Please revise the cover page of your prospectus to clearly disclose the number of
securities being registered on this registration statement and the market for the securities.
Further, please revise to include the page number of your risk factors. Refer to Item
501(b) of Regulation S-K and Item 1 of Form S-4.
Questions and Answers about the Combination and the WestRock Special Meeting
Q: When do you expect the Combination to be consummated?, page 10
2.Please revise the Q&A to disclose which of the most material conditions of the
Combination are able to be waived. Further, please revise the risk factor "It is possible
that not all the Conditions will have been met at the time of the WestRock Special
Meeting, and that Smurfit Kappa and/or WestRock may waive one or more of the

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 2
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 2
Conditions after receipt of the WestRock Stockholder Approval without re-soliciting the
WestRock Stockholders’ approval of the proposals approved by them" on page 40 to
describe what kinds of conditions could be waived and the negative effects it could have.
Risk Factors
Risks Relating to the Combination
Upon Completion, certain change-of-control rights under agreements will or may be triggered...,
page 42
3.We note your disclosure that certain change-of-control rights will or may be triggered as a
result of the Combination. However, we note your other disclosures on page 192 that
WestRock obtained consents that the Combination will not constitute a change in control
under certain agreements. If material, please revise to provide comparable disclosure for
Smurfit Kappa.
Risks Relating to Smurfit WestRock Following the Combination
Smurfit WestRock will be required to comply with the Sarbanes-Oxley Act..., page 45
4.We note you discuss, incorporated by reference from pages 22 and 35 of WestRock’s
Form 10-K, that you “launched a multi-year phased business systems transformation
project” whereby your existing systems will transition to a standardized enterprise
resource planning system, and that the resulting expected investment in fiscal 2024 will be
approximately $220 million. We also note your disclosure that the effectiveness of your
internal control over financial reporting could be adversely affected if this new system is
not successfully implemented. Please revise to discuss how the Combination will affect
this project and related risks.
Risks Relating to WestRock's Business, page 64
5.We note you discuss, incorporated by reference from page 21 of WestRock’s Form 10-K,
that you were negotiating agreements with the United Steelworkers Union, which expired
in December 2023, and your employees at the Dayton facility. Please revise to provide the
current status of these negotiations.
The Combination
Background of the Combination, page 86
6.We note your disclosure on page 88 that the parties considered but ultimately did not
pursue a reverse Morris Trust transaction due to potential tax consequences. We also note
your disclosures that from February 21, 2023 to August 14, 2023, the parties negotiated a
transaction whereby WestRock stockholders would receive Smurfit Kappa shares, instead
of those of Smurfit WestRock, for their WestRock stock. Please revise to elaborate on
why you did not pursue the former structure.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 3
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 3
Recommendation of the Transaction Committee and the WestRock Board; Reasons for the
Merger, page 99
7.Refer to your disclosures under “Continuing Influence” in the fourth bullet on each of
page 103 and 99. Please revise to elaborate on how you chose these six directors out of the
current 12 WestRock directors to serve on Smurfit WestRock’s board. In this regard, we
note that WestRock stockholders recently elected these 12 directors at the annual meeting
of stockholders on January 26, 2024 based on their qualifications, experience and skills.
8.Refer to your disclosures under “Synergies” in the fifth and first bullets on pages 103 and
100, respectively. Please revise to elaborate on the basis of your expectation that you
expect “benefits derivable from an estimated in excess of $400 million in pre-tax run-rate
synergies at the end of the first full year following Completion.”
9.Refer to your disclosures under “Other Strategic Alternatives” in the ninth bullet on each
of page 104 and 100 and under “Loss of Opportunity” in the first bullet on each of page
105 and 101. We also note your other disclosures that on March 31, 2023, the WestRock
Board discussed the potential transactions with Company A and PE Firm A, and that PE
Firm A discussed, among other alternatives, “a potential acquisition of WestRock with a
preliminary value range per share of WestRock Stock in the ‘high $30s’ in cash.” Please
revise to elaborate on how the WestRock Board evaluated these alternative transactions.
Please revise to discuss the conclusions the board made with respect to each of Company
A and PE Firm A, quantifying where applicable, and how the WestRock Board ultimately
decided Smurfit Kappa’s offer was superior to these offers.
Opinions of WestRock's Financial Advisors
Opinion of Lazard Freres & Co. LLC
Selected Publicly Traded Companies Analysis, page 110
10.Please revise to state whether the advisor excluded any companies meeting the selection
criteria from the analysis for each of WestRock and Smurfit Kappa. Please explain the
basis for such exclusions, if any.
Miscellaneous, page 115
11.We note your disclosure that in the past two years, Lazard “acted as financial advisor to
WestRock in connection with ongoing strategic, financial and corporate preparedness
advisory work during this time and in connection with WestRock’s acquisition of Grupo
Gondi in 2022, and as financial advisor to Smurfit Kappa in connection with an investor
study in 2021.” Please revise your disclosure to quantify the compensation paid to the
financial advisor.
12.We note your disclosure that Lazard did not “indicate that any given consideration
constituted the only appropriate consideration for the Combination.” Please advise how
this disclosure complies with Item 1015(b)(5) of Regulation M-A or revise.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 4
 FirstName LastNameAnthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 4
Opinion of Evercore Group L.L.C.
Selected Publicly Traded Companies Analysis, page 120
13.Please revise to state whether the advisor excluded any companies meeting the selection
criteria from the analysis for each of WestRock and Smurfit Kappa. Please explain the
basis for such exclusions, if any.
Miscellaneous, page 126
14.We note your disclosure that Evercore did not recommend “that any specific amount of
consideration constituted the only appropriate consideration in the Combination for the
holders of WestRock Stock.” Please advise how this disclosure complies with Item
1015(b)(5) of Regulation M-A or revise.
Certain WestRock Unaudited Financial Information, page 127
15.We note your disclosures in paragraph 1 of each of page 128 and 130 that certain
important factors may adversely affect your projections. Please expand the discussion of
your material assumptions underlying the projections, quantifying where applicable.
Additionally, please revise to provide detailed quantitative disclosure describing the basis
for your projected sales and the factors or contingencies that would affect such growth
ultimately materializing.
16.We note that your financial projections present six years of forecasts. Please revise to
discuss the basis of the projections beyond year three and if the forecasts reflect more than
assumptions about growth rates.
Certain Smurfit Kappa Unaudited Financial Information, page 131
17.We note your disclosures in paragraph 4 of each of page 131 and 133 that certain
important factors may adversely affect your projections. Please expand the discussion of
your material assumptions underlying the projections, quantifying where applicable.
Additionally, please revise to provide detailed quantitative disclosure describing the basis
for your projected sales and the factors or contingencies that would affect such growth
ultimately materializing.
18.We note that your financial projections present five years of forecasts. Please revise to
discuss the basis of the projections beyond year three and if the forecasts reflect more than
assumptions about growth rates.
Debt Financing, page 141
19.We note your disclosure that Smurfit Kappa entered into a Bridge Facility Agreement
with certain lenders totaling up to $1.5 billion to fund the Cash Consideration. We also
note your disclosure on page 142 that “[f]ollowing Completion, Smurfit Kappa’s
obligations under the Bridge Facility will be guaranteed by Smurfit WestRock.” Please
revise to elaborate on the risks to Smurfit WestRock resulting from this guarantee and any

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 5
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 5
known trends that are reasonably likely to impact the company’s liquidity and capital
resources to service this debt. Further, please file the Bridge Facility Agreement. Refer to
Item 601(b)(10) of Regulation S-K or tell us why such exhibit is not required.
Security Ownership of Certain Beneficial Holders, Directors and Management of WestRock,
page 256
20.Please add a table that reflects the ownership of Smurfit WestRock after the transaction.
Executive Compensation, page 301
21.In your next amendment, please provide the historical information required by Item 402 of
Regulation S-K for Anthony Smurfit, Ken Bowles and the other named executive
officers here and under the “Golden Parachute Compensation” section. Refer to Item
18(a)(7)(ii) of Form S-4.
Director Compensation, page 305
22.Please provide the disclosure to be included in this section in your next amendment,
including the historical information required by Item 402 of Regulation S-K for each
person who will serve as a director. Refer to Item 18(a)(7)(ii) of Form S-4.
Experts, page 307
23.We note that you incorporated by reference WestRock Company's annual report on Form
10-K for the fiscal year ended September 30, 2023. Please revise your disclosure to
provide the information required by Item 509 of Regulation S-K as it pertains to
WestRock Company's independent registered public accounting firm.
Part II: Information Not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules, page II-2
24.Please revise to include the following exhibits in your exhibit index:
•Offer Letters with each of the identified Smurfit WestRock executive officers;
•Executive Short-Term Incentive Plan;
•Executive Severance Plan;
•Smurfit WestRock 2024 Long-Term Incentive Plan;
•Subsidiaries of the registrant;
•Consent of Lazard Freres & Co. LLC;
•Consent of Evercore Group L.L.C; and
•Consent of each director nominee who will be appointed to your board of directors
upon the effectiveness of the registration statement. Refer to Rule 438 of the
Securities Act.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 6
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 6
Signatures, page II-5
25.Please revise to include the registrant’s name in the signature line.
General
26.Please furnish the information required by Item 510 of Regulation S-K. Refer to Item 9 of
Form S-4.
27.Please revise to comply with Item 404 of Regulation S-K. Refer to Item 18(a)(7)(iii) of
Form S-4.
            Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Victor Goldfeld