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
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 |
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(Registrant) |
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Date: May 3, 2019 |
By: |
/s/ Robert B. McIntosh |
|
Robert B. McIntosh |
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Executive Vice-President, General Counsel and Secretary |
3
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