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): April 6, 2017
WestRock Company
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-37484 | 47-3335141 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 501 South 5th Street, Richmond, VA 23219 |
| (Address of Principal Executive Offices) (Zip Code) |
(804) 444-1000
(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)) | |
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 6, 2017, WestRock Company (“WestRock”) completed the previously announced sale of its home, health and beauty business, pursuant to the terms of a purchase agreement (the “Purchase Agreement”), dated January 23, 2017, by and among WestRock and WestRock MWV, LLC (“Seller”) and Silgan Holdings LLC and certain of its affiliates (“Buyers”). At the closing, Buyers acquired 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 R&D Netherlands B.V., WestRock Dispensing Systems Barcelona S.L., Mead Packaging International, LLC and WestRock Slatersville, LLC and their respective subsidiaries for a purchase price of $1,025,000,000 in cash, subject to post-closing adjustments. The information set forth in item 1.01 of the current report on Form 8-K filed by WestRock with the Securities and Exchange Commission on January 23, 2017 is incorporated by reference into this item. On April 6, 2017, WestRock issued a press release announcing the closing of the transaction. A copy of the press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits 99.1 Press release dated April 6, 2017
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WestRock Company | ||
| Date: April 6, 2017 | By: | /s/ Robert B. McIntosh |
| Robert B. McIntosh | ||
| Executive Vice President, General Counsel and Secretary | ||
Exhibit 99.1
WestRock Announces Completion of Divestiture of Home, Health And Beauty Business
NORCROSS, Ga., April 06, 2017 (GLOBE NEWSWIRE) -- WestRock Company (NYSE:WRK) today announced that it has completed the sale of its Home, Health and Beauty business to Silgan Holdings Inc. (NASDAQ:SLGN) for approximately $1.025 billion in cash (subject to post-closing adjustments) plus the assumption of approximately $25 million in foreign pension liability. The Company expects to use the proceeds from the sale of the business in connection with its previously announced purchase of Multi Packaging Solutions International Limited.
Additional financial information, including the expected impact to WestRock’s 2017 results, will be provided during WestRock’s second quarter earnings call, which is scheduled for April 26, 2017.
Forward-Looking Statements
This release contains forward-looking statements based on management’s current views and assumptions regarding the anticipated use of proceeds from the transaction. Actual events may differ materially. Factors that may affect actual results include, but are not limited to, economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in WestRock's businesses and possible adverse actions of their customers, competitors and suppliers. Please refer to the cautionary statements set forth in Item 1A of WestRock’s Annual Report on Form 10-K for the year ended September 30, 2016 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2016. WestRock undertakes no duty to update forward-looking statements.
About WestRock
WestRock (NYSE:WRK) partners with our customers to provide differentiated paper and packaging solutions that help them win in the marketplace. WestRock’s 39,000 team members support customers around the world from more than 250 operating and business locations spanning North America, South America, Europe and Asia. Learn more at www.westrock.com.
WestRock
Investors:
Matt Tractenberg, 470-328-6327
Vice President - Head of Investor Relations
matt.tractenberg@westrock.com
John Stakel, 678-291-7901
Senior Vice President, Treasurer
john.stakel@westrock.com
Media:
Chris Augustine, 470-328-6305
Director, Corporate Communications
mediainquiries@westrock.com