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Statement re Launch of a Senior Notes Offering
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Smurfit Kappa Announces the Launch of a Senior Notes Offering
Dublin, London, 2 September 2019: Smurfit Kappa Group plc ("Smurfit Kappa" or the "Group") today announces an offering by one of its wholly-owned subsidiaries, Smurfit Kappa Treasury Unlimited Company, of €500 million of euro-denominated senior notes due 2027 (the "New Notes") (the "Offering").
The Group intends to use the proceeds from the Offering, together with cash on hand, to (i) redeem in full the Senior Floating Rate Notes due 2020, issued by Smurfit Kappa Acquisitions Unlimited Company ("SKA") pursuant to an indenture dated 21 September 2012 (the "2020 Floating Rate Notes") and pay accrued but unpaid interest thereon, (ii) redeem €250 million in aggregate principal amount of the 3.25% Senior Notes due 2021, issued by SKA pursuant to an indenture dated 3 June 2014 (the "2021 Notes", and together with the 2020 Floating Rate Notes, the "Redeemed Notes") and pay accrued but unpaid interest thereon, and (iii) pay fees and expenses related to the Offering.
The Group intends to issue a notice today for the conditional redemption of the 2020 Floating Rate Notes in full and a notice for the conditional redemption of €250 million in aggregate principal amount of the 2021 Notes, which redemptions are currently anticipated to take place on 2 October 2019. The redemption of each series of Redeemed Notes is conditional upon the completion of the Offering and the receipt by the Group of net proceeds in a sufficient quantity, together with cash on hand, to pay the redemption price of the applicable series of Redeemed Notes, accrued but unpaid interest thereon and all expenses related to the Offering and the redemption of the Redeemed Notes on or before the redemption date. There can be no assurance that the Offering or the redemption of the Redeemed Notes will be completed.
The New Notes are being offered in a private placement and there will be no public offering of the New Notes. The New Notes will be offered and sold only to non-U.S. persons outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended.
About Smurfit Kappa
Smurfit Kappa, a FTSE 100 company, is one of the leading providers of paper-based packaging solutions in the world, with around 46,000 employees in over 350 production sites across 35 countries and with revenue of €8.9 billion in 2018. We are located in 23 countries in Europe, and 12 in the Americas. We are the only large-scale pan-regional player in Latin America.
With our pro-active team, we relentlessly use our extensive experience and expertise, supported by our scale, to open up opportunities for our customers. We collaborate with forward-thinking customers by sharing superior product knowledge, market understanding and insights in packaging trends to ensure business success in their markets. We have an unrivalled portfolio of paper-packaging solutions, which is constantly updated with our market-leading innovations. This is enhanced through the benefits of our integration, with optimal paper design, logistics, timeliness of service, and our packaging plants sourcing most of their raw materials from our own paper mills.
Our products, which are 100% renewable and produced sustainably, improve the environmental footprint of our customers.
Check out our microsite: openthefuture.info
Follow us on Twitter at @smurfitkappa and on LinkedIn at 'Smurfit Kappa'.
Some statements in this announcement are forward-looking. They represent expectations for the Group's business and involve risks and uncertainties. These forward-looking statements are based on current expectations and projections about future events. The Group believes that current expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the Group's control, actual results or performance may differ materially from those expressed or implied by such forward-looking statements.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SMURFIT KAPPA TREASURY UNLIMITED COMPANY IN THE UNITED STATES OR ANY OTHER JURISDICTION; SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement is directed only at persons who are: located outside the United States and are (a) persons in member states of the European Economic Area (the "EEA"), other than the United Kingdom, who are qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 (as may be amended or superseded)) and any relevant implementing measure in each member state of the EEA); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (c) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
MiFID II professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
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