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 5, 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, Georgia
|
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 8.01. Other
Events
During WestRock Company’s second fiscal quarter earnings conference call, representatives of the Company were asked whether the Company may be
obligated to increase its interest in the Company’s joint venture with Grupo Gondi in Mexico (the “Joint Venture”) prior to the end of fiscal 2021.
As previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2020, the Company currently owns a
32.3% interest in the Joint Venture. In connection with the Company’s investment in the Joint Venture, the Company entered into an option agreement pursuant to which the Company and certain other shareholders of the Joint Venture (the “Partners”) agreed to future put and call options with respect to the equity interests in the Joint Venture held by each party. Pursuant to the option agreement, the Partners
had the right on April 1, 2020 to sell the Company up to 24% of the equity interest in the Joint Venture at fair market value. The Partners did not exercise this right.
Pursuant to the option agreement, between October 1, 2020 and April 1, 2021, the Company may exercise a right to purchase an additional 18.7%
equity interest in the Joint Venture from the Partners at a predetermined purchase price. If the Company exercises its right to purchase the additional 18.7% equity interest, the Partners may elect to sell the Company the Partners’ remaining
interest at fair market value at that time, or a portion thereof in the future in accordance with the terms of the option agreement.
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.
|
Date: May 5, 2020
|
By:
|
/s/ Robert B. McIntosh
|
|
|
|
Robert B. McIntosh
|
|
|
|
Executive Vice-President, General Counsel and Secretary
|