WestRock Company (NYSE:WRK) Files An 8-K Entry into a Material Definitive Agreement
Item 2.03. Entry into a Material Definitive Agreement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 24, 2017, WestRock Company entered into (a) an indenture (the “Indenture”) among the Company, WestRock MWV, LLC (“WRK MWV”), WestRock RKT Company (“WRK RKT” and, together with WRK MWV, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to provide for the issuance from time to time of the Company’s unsecured debentures, notes and other evidences of indebtedness and (b) a supplemental indenture (the “Supplemental Indenture”) among the Company, the Guarantors and the Trustee under which the Company issued $500,000,000 aggregate principal amount of 3.00% senior notes due 2024 (the “2024 Notes”) and $500,000,000 aggregate principal amount of 3.375% senior notes due 2027 (the “2027 Senior Notes” and, together with the 2024 Notes, the “Notes”). Copies of the Indenture and the Supplemental Indenture are filed as Exhibits 4.1 and 4.2 to this Form 8-K, respectively, and are incorporated herein by reference.

The Notes were offered only to qualified institutional buyers to Rule144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration under the Securities Act. This Form8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes.

The 2024 Notes will mature on September 15, 2024 and the 2027 Notes will mature on September 15, 2027. Interest on the Notes is payable semiannually in arrears on March 15 and September 15 of each year beginning March 15, 2018.

The Notes are the Company’s unsecured unsubordinated obligations, ranking equally with all of the Company’s other existing and future unsubordinated obligations. The Notes will be effectively subordinated to any of the Company’s existing and future secured obligations to the extent of the value of the assets securing such obligations.

The Guarantors have guaranteed the Company’s obligations under the Notes.

The Notes and the Indenture restrict the Company’s and its subsidiaries’ ability to, among other things, incur liens and engage in sale and leaseback transactions.These restrictions are subject to limitations and exceptions.

The Company may redeem the 2024 Notes and the 2027 Notes, in whole or in part, at any time at specified redemption prices, plus accrued and unpaid interest, if any. Upon the occurrence of a change in control triggering event (as defined in the Supplemental Indenture), the Company must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any.

The above description of the Indenture, the Supplemental Indenture and the Notes is qualified in its entirety by reference to the Indenture and Supplemental Indenture.

In connection with the offering of the Notes, the Company and the Guarantors entered into a registration rights agreement (the “Registration Agreement”), dated August 24, 2017, by and among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner& Smith Incorporated, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and Rabo Securities USA, Inc. as representatives of the initial purchasers named therein. Under the Registration Agreement, the Company and the Guarantors have agreed to use their commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission (the “SEC”) with respect to a registered exchange offer to exchange each series of Notes for new notes with terms substantially identical in all material respect with the notes of such series, cause the exchange offer registration statement to be declared effective by the SEC under the Securities Act and consummate the exchange offer no later than March 1, 2019. A copy of the Registration Agreement is filed as Exhibit 4.3 to this Form 8-K and is incorporated herein by reference. The above description of the Registration Agreement is qualified in its entirety by reference to the Registration Agreement.

Item 2.03. Financial Statements and Exhibits.

(d) Exhibits

WestRock Co Exhibit
EX-4.1 2 exh_41.htm EXHIBIT 4.1 Exhibit 4.1   WESTROCK COMPANY   as Issuer   and   WESTROCK MWV,…
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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.