2018-02-23T12:00:00

Smurfit Kappa Announces Results of Consent Solicitation

Relating to the:

4.875% Senior Notes due 2018

5.125% Senior Notes due 2018

Floating Rate Senior Notes due 2020

4.125% Senior Notes due 2020

and the 3.25% Senior Notes due 2021

Smurfit Kappa Group plc (“Smurfit Kappa”) announced today the results of the previously announced consent solicitation through which its wholly-owned subsidiary, Smurfit Kappa Acquisitions (the “Issuer”), solicited consents (“Consents”) from registered holders (“Holders”) of the Notes (the “Consent Solicitation”) to amend certain terms of the indentures governing the Notes (each, an “Indenture” and, together, the “Indentures”). Adoption of the amendment with respect to each Indenture required the consent of holders of a majority in principal amount of the Notes outstanding subject to the Indentures (the “Requisite Consents”).

The Consent Solicitation expired at 4:00 P.M., London time, 11:00 A.M., New York City time, on February 22, 2018 (the “Expiration Date”). As of the Expiration Date, the Issuer had received Consents from over 85% in aggregate principal amount of the outstanding Notes, including Consents from a majority in principal amount of each series of the Notes outstanding subject to the Indentures.

Having obtained the Requisite Consents, the amendment to the Indentures was effected by way of supplemental indentures to the relevant Indentures. As a result, revocation rights with respect to each series of Notes have been terminated. A Holder of Notes who delivered a valid, unrevoked Consent on or prior to the Expiration Date is entitled to a one-time cash payment (each a “Consent Fee”, and together the “Consent Fees”). The Consent Fee will equal €2.50 for each €1,000 principal amount of euro-denominated Notes and $2.50 for each $1,000 principal amount of dollar-denominated Notes. The Consent Fees are expected to be paid on February 27, 2018.

The Issuer has retained Citigroup to act as solicitation agent and Lucid Issuer Services Limited to act as information agent for the Consent Solicitation. Requests for documents may be directed to Lucid Issuer Services Limited at +44 (0) 20 7704 0880 or by email to smurfit@lucid-is.com. Questions regarding the Consent Solicitation may be directed to Citigroup at +442079868969 or by email to liabilitymanagement.europe@citi.com.

This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of Consents of Holders of the Notes and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of Smurfit Kappa, the Issuer, or their respective subsidiaries or affiliates.