UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2020
WestRock Company
(Exact name of registrant as specified in charter)
| | | | |
Delaware | | 001-38736 | | 37-1880617 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
1000 Abernathy Road, Atlanta, GA | | 30328 |
(Address of principal executive offices) | | (Zip Code) |
(770) 448-2193
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | WRK | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement |
On June 1, 2020, WestRock Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among WRKCo Inc., a wholly owned subsidiary of the Company (the “Issuer”), the Company, WestRock MWV, LLC (“WRK MWV”), WestRock RKT, LLC (“WRK RKT” and, together with the Company and WRK MWV, the “Guarantors”) and BofA Securities Inc., Wells Fargo Securities, LLC, Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters listed on Schedule A to the Underwriting Agreement (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Issuer $600,000,000 aggregate principal amount of its 3.000% Senior Notes due 2033 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of December 3, 2018 (the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of June 3, 2020 (the “Supplemental Indenture”), among the Issuer, the Guarantors and the Trustee. 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 sale of the Notes closed on June 3, 2020.
The Notes were offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-231456) under the Securities Act of 1933, as amended. The Company has filed with the Securities and Exchange Commission a prospectus supplement, dated June 1, 2019, together with the accompanying prospectus, dated May 14, 2019, relating to the offer and sale of the Notes.
The Notes will mature on June 15, 2033. Interest on the Notes is payable semiannually in arrears on June 15 and December 15 of each year beginning December 15, 2020.
The Notes are the Issuer’s unsecured unsubordinated obligations, ranking equally with all of the Issuer’s other existing and future unsubordinated obligations. The Notes will be effectively subordinated to any of the Issuer’s existing and future secured obligations to the extent of the value of the assets securing such obligations.
The Guarantors have guaranteed the Issuer’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 Issuer may redeem the 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 Issuer must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any.
The Company received net proceeds of approximately $594,684,000 and plans to use such proceeds to repay all of the $100 million principal amount of WRK MWV’s 9.75% notes due on June 15, 2020 at maturity and to reduce outstanding indebtedness under our Receivables Securitization Facility, under our 2015 Credit Facility and under our commercial paper program, and for general corporate purposes.
The above description of the Underwriting Agreement, the Indenture, the Supplemental Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, the Supplemental Indenture and the Notes.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed in this Current Report under Item 1.01 is incorporated into this Item 2.03 by reference.
On June 1, 2020, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is incorporated by reference and attached as Exhibit 99.1.
