13th February 2018
Smurfit Kappa Announces 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 that its wholly owned subsidiary, Smurfit Kappa Acquisitions (the “Issuer”), commenced a consent solicitation through which the Issuer is soliciting 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”). The terms and conditions of the Consent Solicitation are set forth in a consent solicitation statement (as it may be amended and supplemented from time to time, the “Consent Solicitation Statement”). Adoption of the proposed amendment with respect to each Indenture requires the consent of holders of a majority in principal amount of the Notes outstanding subject to the Indentures.
The purpose of the Consent Solicitation is to amend the Indentures so that the Issuer can satisfy all of its reporting obligations under the Indentures by making available to the trustee of the Notes such annual reports, information, documents and other reports that Smurfit Kappa is required to file or publish in accordance with the requirements applicable to companies listed on the Irish Stock Exchange or the London Stock Exchange. If successful, the proposed amendment would align the reporting requirements under the Notes with the reporting requirements under the Issuer’s 2.375% Senior Notes due 2024, issued on January 24, 2017, and 2.75% Senior Notes due 2025, issued on February 16, 2015. If the requisite consents are obtained and each respective Indenture is amended accordingly, the Issuer intends to provide to the trustee and the holders of the Notes an annual report within 120 days after the end of the Issuer’s fiscal year, a semi-annual report within 60 days of each half-year-end, and a trading update twice a year following the end of each of the first and third quarter, each in respect of Smurfit Kappa as currently provided for in the Indentures.
The Consent Solicitation will expire at 4:00 p.m., London time, 11:00 a.m., New York City time, on February 22, 2018, unless the Consent Solicitation is extended or terminated by the Issuer (the “Expiration Date”). The proposed amendment will be effected by way of supplemental indentures to the relevant Indentures. A Holder may revoke its Consent with respect to the Notes until the relevant supplemental indenture becomes effective. If the proposed amendment becomes effective, it will be binding on all Holders and their transferees whether or not such Holders have consented to the proposed amendment.
A Holder of Notes who delivers a valid, unrevoked Consent on or prior to the Expiration Date will be entitled to a one-time cash payment (each a “Consent Fee”, and together the “Consent Fees”) if the conditions applicable to the Consent Solicitation are satisfied or waived. 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.
If the conditions applicable to the Consent Solicitation are not satisfied or waived, the Issuer may terminate, extend or amend the Consent Solicitation and the revocation deadlines thereunder with respect to any or all series of Notes.
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 email@example.com. Questions regarding the Consent Solicitation may be directed to Citigroup at +44 20 7986 8969 or by email to firstname.lastname@example.org.
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. The Consent Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the proposed amendment. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.