SEC Comment Letter 0000000000-24-004405 to Smurfit Westrock plc (SW)
Smurfit Westrock plc
Date: April 22, 2024 · CIK: 0002005951 · Accession: 0000000000-24-004405
AI Filing Summary & Sentiment
File numbers found in text: 333-278185
Referenced dates: March 13, 2024
Letter
United States securities and exchange commission logo April 22, 2024 Anthony Smurfit Group Chief Executive Officer Smurfit WestRock Limited Beech Hill, Clonskeagh Dublin 4, D04 N2R2 Ireland Re:Smurfit WestRock Limited Amendment No. 1 to Registration Statement on Form S-4 Filed April 11, 2024 File No. 333-278185 Dear Anthony Smurfit: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 4, 2024 letter. Amendment No. 1 to Registration Statement on Form S-4 Risk Factors Risks Relating to WestRock's Business, page 66 1.We note your response to prior comment 1. Based on your anticipated timing, please revise the proxy statement/prospectus to include the disclosure provided in response to comment 5 of our letter dated March 13, 2024.
FirstName LastNameAnthony Smurfit Comapany NameSmurfit WestRock Limited April 22, 2024 Page 2 FirstName LastName Anthony Smurfit Smurfit WestRock Limited April 22, 2024 Page 2 Material U.S. Federal Income and Irish Tax Considerations Tax Consequences of the Combination Smurfit Kappa Share Exchange, page 158 2.We note that you have filed a short form tax opinion as Exhibit 8.1. Please revise to state clearly that the disclosure in this section of the proxy statement/prospectus is the opinion of the named counsel. For more information, please refer to Section III.B.2. of Staff Legal Bulletin No. 19. General 3.Please ensure that all missing information is provided in the next amendment, including the disclosure in the sections “Description of Smurfit WestRock Shares and the Smurfit WestRock Constitution” and “Comparison of the Rights of Holders of WestRock Stock and Smurfit WestRock Shares.” 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
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United States securities and exchange commission logo
April 22, 2024
Anthony Smurfit
Group Chief Executive Officer
Smurfit WestRock Limited
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Re:Smurfit WestRock Limited
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 11, 2024
File No. 333-278185
Dear Anthony Smurfit:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 4, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
Risks Relating to WestRock's Business, page 66
1.We note your response to prior comment 1. Based on your anticipated timing, please
revise the proxy statement/prospectus to include the disclosure provided in response to
comment 5 of our letter dated March 13, 2024.
FirstName LastNameAnthony Smurfit
Comapany NameSmurfit WestRock Limited
April 22, 2024 Page 2
FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
April 22, 2024
Page 2
Material U.S. Federal Income and Irish Tax Considerations
Tax Consequences of the Combination
Smurfit Kappa Share Exchange, page 158
2.We note that you have filed a short form tax opinion as Exhibit 8.1. Please revise to state
clearly that the disclosure in this section of the proxy statement/prospectus is the opinion
of the named counsel. For more information, please refer to Section III.B.2. of Staff Legal
Bulletin No. 19.
General
3.Please ensure that all missing information is provided in the next amendment, including
the disclosure in the sections “Description of Smurfit WestRock Shares and the Smurfit
WestRock Constitution” and “Comparison of the Rights of Holders of WestRock Stock
and Smurfit WestRock Shares.”
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