WestRock Company (NYSE:WRK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2017, WestRock Company and WestRock MWV, LLC
(Seller) entered into a purchase agreement (the Purchase
Agreement) with Silgan Holdings LLC and certain of its affiliates
(Buyers), to which Buyers agreed to acquire from Seller all of
the issued and outstanding shares of capital stock or other
equity interests of WestRock Dispensing Systems Hemer GmbH,
WestRock Dispensing Systems Milano S.r.l, WestRock Dispensing
Systems Vicenza S.r.l, WestRock Dispensing Systems RD Netherlands
B.V., WestRock Dispensing Systems Barcelona S.L., Mead Packaging
International, Inc., and WestRock Slatersville, LLC and their
respective subsidiaries (together, the Transferred Entities) for
a purchase price of $1,025,000,000 in cash, subject to
post-closing adjustments.

The Purchase Agreement includes representations, warranties and
covenants relating to Seller, the Transferred Entities and
Buyers. The closing, which is expected to occur in the quarter
ending March 31, 2017, is subject to certain customary
conditions, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Act of
1976, as amended. The closing may not occur within the expected
timeframe, or at all.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of
which is attached as Exhibit 2.4 and is incorporated herein by
reference.

The Purchase Agreement and the above description of the Purchase
Agreement have been included to provide investors with
information regarding the terms of the Purchase Agreement. It is
not intended to provide any other factual information about
WestRock or its subsidiaries or affiliates. The representations,
warranties and covenants contained in the Purchase Agreement were
made only for purposes of that agreement and as of specific
dates, were solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the
parties in connection with negotiating the terms of the Purchase
Agreement, including being qualified by confidential disclosures
made by each party to the other for the purposes of allocating
contractual risk between them that differ from those applicable
to investors. In addition, certain representations and warranties
may be subject to a contractual standard of materiality different
from those generally applicable to investors and may have been
used for the purpose of allocating risk between the parties
rather than establishing matters as facts. Information concerning
the subject matter of the representations, warranties and
covenants may change after the date of the Purchase Agreement,
which subsequent information may or may not be fully reflected in
public disclosures by WestRock. Investors should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or
condition of WestRock or any of its subsidiaries, affiliates or
businesses.

On January 23, 2017, WestRock issued a press release announcing
the signing of the Purchase Agreement. A copy of the press
release is attached as Exhibit 99.1.

Item 2.02. Results of Operations and Financial
Condition

On January 24, 2017, WestRock issued a press release announcing
its financial results for the first quarter of fiscal 2017. A
copy of the press release is attached as Exhibit99.2.

The information provided to this Item 2.02, including Exhibit
99.2 in Item 9.01, is furnished and shall not be deemed to be
filed with the Securities and Exchange Commission (the SEC) or
incorporated by reference in any filing under the Securities
Exchange Act of 1934, as amended (the Exchange Act), or the
Securities Act of 1933, as amended (the Securities Act), except
as shall be expressly set forth by specific reference in any such
filings.

Item 7.01. Regulation FD Disclosure

On January 24, 2017, WestRock will host a conference call during
which it will discuss its financial results for the first quarter
of fiscal 2017 and a strategic announcement, as well as other
topics that may be raised during the discussion. The presentation
to be used in connection with the conference call is attached as
Exhibit 99.3.

The information provided to this Item 7.01, including Exhibit
99.3 in Item 9.01, is furnished and shall not be deemed to be
filed with the SEC or incorporated by reference in any filing
under the Exchange Act or the Securities Act, except as shall be
expressly set forth by specific reference in any such filings.

Cautionary Statements Regarding Forward-Looking
Statements

Any statements in this communication about WestRocks
expectations, beliefs, plans or forecasts, including statements
regarding the proposed sale of its home, health and beauty
business to Silgan and the expected timetable for completing the
transaction, that are not historical facts are forward-looking
statements. These statements are typically identified by words or
phrases such as may, will, could, should, would, anticipate,
estimate, expect, project, intend, plan, believe, target,
prospects, potential and forecast, and other words, terms and
phrases of similar meaning. Forward-looking statements involve
estimates, expectations, projections, goals, forecasts,
assumptions, risks and uncertainties. WestRock cautions readers
that a forward-looking statement is not a guarantee of future
performance, and actual results could differ materially from
those contained in forward-looking statements. Among the key
factors that could cause actual results to differ materially from
those projected in the forward-looking statements, are the
following: the parties ability to consummate the transaction; the
conditions to the completion of the transaction; the regulatory
approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; and general
economic conditions that are less favorable than expected.
Additional information and other factors are contained in
WestRocks annual report on form 10-K for the fiscal year ended
September 30, 2016 filed with the SEC. Because the factors
referred to above could cause actual results or outcomes to
differ materially from those expressed or implied in any
forward-looking statements made by WestRock, you should not place
undue reliance on any such forward-looking statements. Further,
any forward-looking statement speaks only as of the date of this
communication, and WestRock undertakes no obligation to update
any forward-looking statement to reflect events or circumstances
after such date.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

* Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K and will be furnished to the Securities and
Exchange Commission upon request

About WestRock Company (NYSE:WRK)

WestRock Company is a multinational provider of paper and packaging solutions for consumer and corrugated packaging markets. The Company also develops real estate in the Charleston, South Carolina region. The Company’s segments include Corrugated Packaging, Consumer Packaging, and Land and Development. The Corrugated Packaging segment consists of its containerboard mill and corrugated packaging operations, as well as its recycling operations. The Consumer Packaging segment consists of consumer mills, folding carton, beverage, merchandising displays, home, health and beauty dispensing, and partition operations. The Land and Development segment is engaged in the development and sale of real estate primarily in Charleston, South Carolina. As of September 30, 2016, the Company owned approximately 61,000 acres of development landholdings primarily in the Charleston, South Carolina region. The Corrugated Packaging segment produces containerboard and high-graphics preprinted linerboard.

WestRock Company (NYSE:WRK) Recent Trading Information

WestRock Company (NYSE:WRK) closed its last trading session up +1.45 at 55.50 with shares trading hands.