0001157523-19-001077.txt : 20190506 0001157523-19-001077.hdr.sgml : 20190506 20190503194027 ACCESSION NUMBER: 0001157523-19-001077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190503 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WestRock Co CENTRAL INDEX KEY: 0001732845 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 371880617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38736 FILM NUMBER: 19797767 BUSINESS ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-291-7456 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Whiskey Holdco, Inc. DATE OF NAME CHANGE: 20180227 8-K 1 a51979676.htm WESTROCK COMPANY 8-K
 

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): May 3, 2019



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))

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 May 3, 2019, WestRock Company issued notices of redemption pursuant to the indentures governing WestRock MWV, LLC’s 7.375% senior notes due 2019 (the “2019 Notes”) and WestRock RKT, LLC’s 3.500% senior notes due 2020 (the “2020 Notes”). The notices are for the redemption of $250 million aggregate principal amount of the 2019 Notes and $350 million aggregate principal amount of the 2020 Notes. The redemption date for the 2019 Notes and the 2020 Notes will be June 3, 2019.

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

     (c)    Exhibits

              99.1  Press release dated May 3, 2019

2

SIGNATURES

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

(Registrant)

 
 
 

Date: May 3, 2019

By:

/s/ Robert B. McIntosh

Robert B. McIntosh

Executive Vice-President, General Counsel and

Secretary

3

EX-99.1 2 a51979676ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

WestRock to Redeem 7.375% Senior Notes due 2019 and 3.500% Senior Notes due 2020

ATLANTA--(BUSINESS WIRE)--May 3, 2019--WestRock Company (NYSE: WRK) announced today that it has delivered notices of its intention to redeem all of the outstanding 7.375% senior notes due 2019 (CUSIP 583334AE7) issued by WestRock MWV, LLC (the “2019 Notes”) and all of the outstanding 3.500% senior notes due 2020 (CUSIP 772739AP3) issued by WestRock RKT, LLC (the “2020 Notes” and, together with the 2019 Notes, the “Notes”). The notices are for the redemption of $250 million aggregate principal amount of the 2019 Notes and $350 million aggregate principal amount of the 2020 Notes. The redemption date for the Notes will be June 3, 2019.

The details concerning the terms and conditions of the redemptions are fully described in the notices of redemption being sent on May 3, 2019 to record holders of the Notes. This press release is not a notice of redemption. The redemption is made solely pursuant to the notices of redemption.

This press release does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy securities.

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 the redemption date for the Notes will be June 3, 2019. 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, 2018. 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 team members support customers around the world from 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