WestRock Company (NYSE:WRK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On December 7, 2018, WestRock Company (the “Company”) entered into definitive documentation to establish an unsecured commercial paper program (the “CP Program”) to which WRKCo Inc., a Delaware corporation and wholly owned subsidiary of the Company (“WRKCo Inc.”), may issue short-term, unsecured commercial paper notes (the “CP Notes”) to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of CP Notes outstanding under the CP Program at any time not to exceed $1.0 billion. The net proceeds of issuances of the CP Notes are expected to be used for general corporate purposes.
The maturities of the CP Notes will vary but may not exceed 397 days from the date of issue. The CP Notes will be sold under customary terms in the commercial paper market and will be issued at a discount from par or, alternatively, will be issued at par and bear varying interest rates on a fixed or floating basis.
Initially, three commercial paper dealers will each act as a dealer under the CP Program (each a “Dealer” and, collectively, the “Dealers”) to the terms and conditions of a commercial paper dealer agreement entered into among the Company, the Guarantors (as defined below) and each Dealer (each, a “Dealer Agreement”). A national bank will act as issuing and paying agent under the CP Program.
WestRock MWV, LLC, a Delaware limited liability company, and WestRock RKT, LLC, a Georgia limited liability company, each a wholly owned subsidiary of the Company, and the Company (the “Guarantors”) have agreed to guarantee payment in full of the principal of and interest (if any) on the CP Notes, to a guarantee delivered by the Guarantors.
Each Dealer Agreement provides the terms under which the applicable Dealer will either purchase the CP Notes from WRKCo Inc. or arrange for the sale of the CP Notes by WRKCo Inc. to one or more purchasers, in each case to an exemption from federal and state securities laws. Each Dealer Agreement contains customary representations, warranties, covenants and indemnification provisions. The Dealer Agreements are substantially identical in all material respects except as to the parties thereto and the notice provisions. The foregoing summary of the Dealer Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Dealer Agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
From time to time, one or more of the Dealers and certain of their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to the Company and its affiliates for which they have received or will receive customary fees and expenses.
The CP Notes have not been and will not be registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 with respect to the CP Program is hereby incorporated by reference into this Item 1.01 insofar as it relates to the creation of a direct financial obligation of the Company.
Item 1.01. Financial Statements and Exhibits
(d) Exhibits
WestRock Co ExhibitEX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 Commercial Paper Dealer Agreement Guaranteed 4(a)(2) Program Among WRKCo Inc.,…To view the full exhibit click here
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.
