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): March 1, 2018
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) |
| 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)) | |
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 8.01. Other Events.
On March 1, 2018, WestRock Company issued a press release announcing the pricing of $600 million aggregate principal amount of 3.750% senior notes due 2025 and $600 million aggregate principal amount of 4.000% senior notes due 2028 (the “Notes”). The offering is expected to close on March 6, 2018, subject to satisfaction of customary closing conditions. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States pursuant to Regulation S under the Securities Act. A copy of the press release announcing the pricing of the Notes is hereby incorporated by reference and attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Press release, dated March 1, 2018
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: March 1, 2018 | By: | /s/ Robert B. McIntosh |
| Robert B. McIntosh | ||
| Executive Vice-President, General Counsel and Secretary | ||
EXHIBIT 99.1
WestRock Prices $1.2 Billion of Senior Notes
ATLANTA, March 01, 2018 (GLOBE NEWSWIRE) -- WestRock Company (NYSE:WRK) today announced that it has priced $600 million aggregate principal amount of 3.750% senior notes due 2025 and $600 million aggregate principal amount of 4.000% senior notes due 2028. The notes will be guaranteed by certain WestRock subsidiaries.
WestRock intends to use the net proceeds of the offering to finance a portion of the consideration for the proposed acquisition of KapStone Paper and Packaging Corporation (the "Acquisition"), to pay transaction fees and expenses and for general corporate purposes. Pending the closing of the Acquisition, WestRock may use the net proceeds from the offering to repay, or in lieu of, borrowings under WestRock's term loan facilities, revolving facilities, receivables facility and/or commercial paper program. If WestRock does not consummate the Acquisition, WestRock intends to use the net proceeds of the offering for general corporate purposes, which may include the repayment of indebtedness. The offering is expected to close on March 6, 2018, subject to the satisfaction of customary closing conditions.
The notes and the guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. As a result, the notes may not be offered or sold within the United States to or for the account or benefit of any U.S. person unless the offer or sale would qualify for a registration exemption under the Securities Act and applicable state securities laws. Accordingly, the notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain persons outside the United States in accordance with Regulation S under the Securities Act.
This press release will not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the notes or the guarantees in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This release contains forward-looking statements that are based on management’s current views and assumptions and 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 include statements such as that (i) WestRock intends to use the net proceeds of the offering to finance a portion of the consideration for the proposed Acquisition, to pay transaction fees and expenses and for general corporate purposes, (ii) if WestRock does not consummate the Acquisition, WestRock intends to use the net proceeds of the offering for general corporate purposes, which may include the repayment of indebtedness and (iii) the offering is expected to close on March 6, 2018. 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; and 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, 2017 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2017. 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 45,000 team members support customers around the world from more than 300 operating and business locations spanning North America, South America, Europe, Asia and Australia. Learn more at www.westrock.com.
CONTACT:
Investors:
James Armstrong, 470-328-6327
Vice President, Investor Relations
james.armstrong@westrock.com
John Stakel, 678-291-7901
Senior Vice President, Treasurer
john.stakel@westrock.com
Media:
John Pensec, 470-328-6397
Director, Corporate Communications
john.pensec@westrock.com