Raft of top-tier firms advise on Smurfit Kappa’s $11bn acquisition of WestRock

Advisers include Matheson, Freshfields, Wachtell, Clifford Chance, Cravath and Paul Weiss

A Smurfit Kappa plant in Sweden Sebw / Shutterstock.com

An A-list of global law firms including Matheson, Freshfields Bruckhaus Deringer, Wachtell Lipton Rosen & Katz, Clifford Chance, Cravath Swaine & Moore and Paul Weiss Rifkind Wharton & Garrison are advising on Smurfit Kappa’s proposed mega-merger with WestRock that will create a $20bn paper and packaging giant.

Matheson, Wachtell and Freshfields are advising the Smurfit Kappa Group, while Cravath, Paul Weiss and Clifford Chance are advising WestRock. Meantime, Allen & Overy is advising investment bank Citi, which is providing financing to Smurfit Kappa for the deal. Ropes & Gray also advised Smurfit Kappa on financing.

Ireland’s Smurfit Kappa has agreed to pay $43.51 per share to buy WestRock, valuing the deal at around $11bn – equivalent to a 36% premium on WestRock’s share price before the deal was announced, Reuters reported. Smurfit Kappa is Europe’s largest paper and packaging producer, while WestRock is the US’s second largest. The combined company will be known as Smurfit WestRock and will trade on the New York Stock Exchange, though its global headquarters will remain in Dublin. The transaction is expected to close in the second quarter of next year, subject to regulatory approvals.

David Fitzgibbon, co-head of Matheson’s corporate practice and head of M&A, said: “This significant transaction marks an exciting next chapter in Smurfit Kappa’s growth story as it combines with WestRock to form Smurfit WestRock. This transaction represents yet another example of our market-leading corporate M&A practice’s long-standing experience working with clients on their complex strategic cross-border transactions.”

The Matheson team was led by Fitzgibbon, alongside partners David Jones and Susanne McMenamin and a team of M&A associates. Tax advice was provided by a team led by John Ryan and partners Philip Tully, Tomas Bailey and Matthew Broadstock. Partners Kate McKenna and Simon Shinkwin provided antitrust advice, while partners Christian Donagh and Maireadh Dale supported on finance matters.

The Freshfields team was led by partners Piers Prichard Jones and Nick Jones, alongside Rafique Bachour on antitrust matters.

The Clifford Chance team on the deal include corporate partners Enoch Varner in Houston, David Brinton in New York and Steven Fox in London. They were supported by capital markets partner Simon Thomas, antitrust partner Greg Olsen and finance partner Nick Kinnersley, all in London.

Cravath’s team was led by M&A partners Richard Hall and Matthew Ploszek, with support from capital markets partner Andrew Pitts and finance partners George Zobitz and Christopher Kelly. Tax advice was provided by partners J. Leonard Teti II and Andrew Davis; executive compensation and benefits advice by Matthew Bobby; litigation advice by Gary Bornstein; regulatory advice by Noah Joshua Phillips; and environmental advice by Matthew Morreale.

The Allen & Overy team was led by London finance partner David Campbell, alongside capital markets partner John Kicken and a New York banking team led by partners Ilona Potiha Laor and Elizabeth Leckie.

The Ropes & Gray team was led by partners Sam Norris and Michael Kazakevich.

A&O partner Campbell said: “We love being involved in these complex and transformative transactions, and they highlight the strength of A&O and the way our global teams work together. Here we combined our expertise in bank debt and capital markets, supported by M&A colleagues, across our offices in London and New York, to provide one-shop acquisition finance advice for Citi.”

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