S-4

As filed with the Securities and Exchange Commission on January 16, 2019

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WRKCo Inc.

(as the Issuer)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	2650	47-3335141
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

c/o WestRock Company

1000 Abernathy Road NE

Atlanta, Georgia 30328

(770) 448-2193

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

WestRock Company

(as the Parent Guarantor)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	2650	37-1880617
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1000 Abernathy Road NE

Atlanta, Georgia 30328

(770) 448-2193

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(See Table of Additional Registrant Guarantors for information regarding additional Registrants)

Robert B. McIntosh, Esq.

Executive Vice President, General Counsel and Secretary

1000 Abernathy Road NE

Atlanta, Georgia 30328

(770) 448-2193

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Andrew J. Pitts, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
3.000% Senior Notes due 2024	$500,000,000	100%	$500,000,000	$60,600
Guarantees of the 3.000% Senior Notes due 2024	—	—	—	—(3)
3.750% Senior Notes due 2025	$600,000,000	100%	$600,000,000	$72,720
Guarantees of the 3.750% Senior Notes due 2025	—	—	—	—(3)
4.650% Senior Notes due 2026	$750,000,000	100%	$750,000,000	$90,900
Guarantees of the 4.650% Senior Notes due 2026	—	—	—	—(3)
3.375% Senior Notes due 2027	$500,000,000	100%	$500,000,000	$60,600
Guarantees of the 3.375% Senior Notes due 2027	—	—	—	—(3)
4.000% Senior Notes due 2028	$600,000,000	100%	$600,000,000	$72,720
Guarantees of the 4.000% Senior Notes due 2028	—	—	—	—(3)
4.900% Senior Notes due 2029	$750,000,000	100%	$750,000,000	$90,900
Guarantees of the 4.900% Senior Notes due 2029	—	—	—	—(3)
Total	$3,700,000,000	N/A	$3,700,000,000	$448,440

(1) Estimated in accordance with Rule 457(f) under the Securities Act of 1933, as amended (the “Securities Act”), solely for purposes of calculating the registration fee.

(2) Calculated in accordance with Rule 457(f) under the Securities Act.

(3) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees.

This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act.

Table of Additional Registrant Guarantors

Exact Name of Registrant Guarantor as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
WestRock MWV, LLC		DE		2650		31-1797999
WestRock RKT, LLC		GA		2650		62-0342590

Address, including zip code, and telephone number, including area code, of each Registrant Guarantor’s Principal Executive Offices is c/o WestRock Company, 1000 Abernathy Road NE, Atlanta, Georgia 30328, (770) 448-2193.

Name, address, including zip code, and telephone number, including area code, of each Registrant Guarantor’s Agent for Service is Robert B. McIntosh, Esq., Executive Vice President, General Counsel and Secretary, 1000 Abernathy Road NE, Atlanta, Georgia 30328, (770) 448-2193.

The information in this prospectus may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO CHANGE, DATED JANUARY 16, 2019

PRELIMINARY PROSPECTUS

WRKCo Inc.

WestRock Company

Offer to Exchange

This is an offer by WRKCo Inc., a Delaware corporation (the “Issuer” or “WRKCo”), to exchange:

(1) up to $500,000,000 3.000% Senior Notes due 2024 (“Original 2024 Notes”) for a like principal amount of 3.000% Senior Notes due 2024 which have been registered under the Securities Act of 1933, as amended (the “Securities Act” and the registered notes due 2024, the “Exchange 2024 Notes”);

(2) up to $600,000,000 3.750% Senior Notes due 2025 (“Original 2025 Notes”) for a like principal amount of 3.750% Senior Notes due 2025 which have been registered under the Securities Act (“Exchange 2025 Notes”);

(3) up to $750,000,000 4.650% Senior Notes due 2026 (“Original 2026 Notes”) for a like principal amount of 4.650% Senior Notes due 2026 which have been registered under the Securities Act (“Exchange 2026 Notes”);

(4) up to $500,000,000 3.375% Senior Notes due 2027 (“Original 2027 Notes”) for a like principal amount of 3.375% Senior Notes due 2027 which have been registered under the Securities Act (“Exchange 2027 Notes”);

(5) up to $600,000,000 4.000% Senior Notes due 2028 (“Original 2028 Notes”) for a like principal amount of 4.000% Senior Notes due 2028 which have been registered under the Securities Act (“Exchange 2028 Notes”); and

(6) up to $750,000,000 4.900% Senior Notes due 2029 (“Original 2029 Notes” and, together with the Original 2024 Notes, the Original 2025 Notes, the Original 2026 Notes, the Original 2027 Notes and the Original 2028 Notes, the “Original Notes”) for a like principal amount of 4.900% Senior Notes due 2029 which have been registered under the Securities Act (“Exchange 2029 Notes” and, together with the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2026 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes, the “Exchange Notes”).

We are conducting the exchange offers in order to provide you with an opportunity to exchange your Original Notes for Exchange Notes that have been registered under the Securities Act. The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the “Notes.”

Material Terms of the Exchange Offers:

• The Issuer will exchange all Original Notes that are validly tendered and not validly withdrawn for an equal principal amount of Exchange Notes that are freely tradable.

• You may withdraw tenders of Original Notes at any time prior to the expiration of the relevant exchange offer. In addition, if we have not accepted for payment the Original Notes you have tendered to us, you may also withdraw your Original Notes at any time after 12:00 a.m. (midnight), New York City time, on March 14, 2019, the 40th business day following the commencement of the exchange offers.

• Each exchange offer will expire at 12:00 a.m. (midnight), New York City time, on February 13, 2019 (the “expiration date”), unless extended. We do not currently intend to extend the expiration date unless required to do so by applicable law as described under “The Exchange Offers—Expiration Date; Extensions; Amendments.”

• The Original Notes may only be tendered in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof.

• To exchange your Original Notes, you are required to make certain representations to us. See “The Exchange Offers—Procedures for Tendering” for more information.

• We will not receive any proceeds from the exchange offers.

The Exchange Notes:

• The terms of the Exchange Notes to be issued in the exchange offers are substantially identical to the terms of the corresponding series of Original Notes, except that the Exchange Notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the Original Notes will not apply to the Exchange Notes. The Exchange Notes will represent the same debt as the Original Notes, and the Issuer will issue the Exchange Notes under the same indenture that governs the applicable series of Original Notes.

• The Exchange Notes will be fully, unconditionally, jointly and severally guaranteed on an unsecured unsubordinated basis by the same entities that guarantee the Original Notes, specifically WestRock Company, a Delaware corporation (“Parent” or the “Parent Guarantor”), WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT”), and WestRock MWV, LLC, a Delaware limited liability company (“WRK MWV” and, together with WRK RKT, the “Subsidiary Guarantors”). The Parent Guarantor and Subsidiary Guarantors are collectively referred to as the “Guarantors.” Each guarantee constitutes a separate security that is being offered by the relevant guarantor. See “Description of Notes—2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes—The Guarantees” and “Description of Notes—2026 Notes and 2029 Notes—The Guarantees.”

• The Exchange Notes will not be listed on any securities exchange or any automated dealer quotation system and there is currently no market for the Exchange Notes.

All untendered Original Notes will continue to be subject to the restrictions on transfer set forth in the Original Notes and in the indenture governing the applicable series of Notes. In general, the Original Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. Other than in connection with the exchange offers, the Issuer does not currently anticipate that it will register any series of the Original Notes under the Securities Act.

Each broker-dealer that receives Exchange Notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer has agreed that it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of: (i) 180 days from the date on which this registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See “Plan of Distribution.”

Investing in the Exchange Notes involves risks. See “Risk Factors” beginning on page 11 for a discussion of certain factors you should consider in connection with the exchange offers and an investment in the Exchange Notes.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 16, 2019.

You should rely only on the information contained in this prospectus and the documents incorporated by reference herein. We have not authorized any person to provide you with any information or represent anything about us or the exchange offers that is not contained in this prospectus or incorporated by reference herein. If given or made, any such other information or representation should not be relied upon as having been authorized by us. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

We are not making the exchange offers to, nor will we accept surrenders for exchange from, holders of outstanding Original Notes in any jurisdiction in which the applicable exchange offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it is otherwise unlawful.

TABLE OF CONTENTS

	Page
EXPLANATORY NOTE		ii
WHERE YOU CAN FIND MORE INFORMATION		iii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		iv
PROSPECTUS SUMMARY		1
RISK FACTORS		11
USE OF PROCEEDS		18
SELECTED CONSOLIDATED FINANCIAL DATA		19
THE EXCHANGE OFFERS		22
DESCRIPTION OF NOTES		32
BOOK-ENTRY, DELIVERY AND FORM		70
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		73
PLAN OF DISTRIBUTION		74
VALIDITY OF THE SECURITIES		74
EXPERTS		74

This prospectus incorporates business and financial information about us that is not included in or delivered with this prospectus. You may request a copy of any document incorporated by reference in this prospectus at no cost by calling us at (770) 448-2193 or writing us at the following address:

WestRock Company

1000 Abernathy Road NE

Atlanta, Georgia 30328

Attention: Investor Relations

In order to ensure timely delivery of the requested documents, requests should be made no later than February 6, 2019, which is five business days before the date the exchange offers expire.

See “Where You Can Find More Information” and “Incorporation of Certain Information By Reference.”

i

EXPLANATORY NOTE

On November 2, 2018, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 28, 2018, among WRKCo Inc. (formerly known as WestRock Company), which we refer to as “WRKCo” or the “Issuer,” KapStone Paper and Packaging Corporation (“KapStone”), WestRock Company (formerly known as Whiskey Holdco, Inc.), which we refer to as “Parent,” Whiskey Merger Sub, Inc. and Kola Merger Sub, Inc., WestRock Company acquired all of the outstanding shares of KapStone through a transaction in which: (i) Whiskey Merger Sub, Inc. merged with and into WRKCo, with WRKCo surviving such merger as a wholly owned subsidiary of Parent (the “WestRock Merger”) and (ii) Kola Merger Sub, Inc. merged with and into KapStone, with KapStone surviving such merger as a wholly owned subsidiary of Parent (the “KapStone Merger” and, together with the WestRock Merger, the “KapStone Acquisition”). Effective as of the effective time of the KapStone Acquisition, Whiskey Holdco, Inc. changed its name to “WestRock Company” and WRKCo changed its name to “WRKCo Inc.”

As a result of the KapStone Acquisition, among other things, WestRock Company became the ultimate parent of WRKCo, KapStone and their respective subsidiaries and the successor registrant to WRKCo and KapStone pursuant to Rule 12g-3(c) under the Exchange Act of 1934, as amended (the “Exchange Act”). WRKCo was the accounting acquirer in the KapStone Acquisition; therefore the historical consolidated financial statements of WRKCo for periods prior to the KapStone Acquisition are also considered to be the historical financial statements of WestRock Company.

Whiskey Holdco, Inc. was formed on January 25, 2018 for the purpose of effecting the KapStone Acquisition. At the time of its formation and until the consummation of the KapStone Acquisition, Whiskey Holdco, Inc. was a wholly-owned subsidiary of WRKCo. Prior to the KapStone Acquisition, Whiskey Holdco, Inc. did not conduct any activities other than those incidental to its formation and the matters incidental to the Merger Agreement. As a wholly-owned subsidiary of WRKCo, Whiskey Holdco, Inc.’s limited activities prior to the KapStone Acquisition are reflected in WRKCo’s consolidated financial statements for the fiscal year ended September 30, 2018. As a result, we have not presented any separate financial information for Whiskey Holdco, Inc. as that information would not be meaningful.

ii

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange offers. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. You should refer to the registration statement, including the exhibits, for further information about the Exchange Notes being offered hereby. Copies of our SEC filings, including the exhibits to the registration statement, are available through us or from the SEC through the SEC’s website.

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website (http://www.sec.gov). Our SEC filings are also available at the office of the New York Stock Exchange, or NYSE, the exchange on which our common stock is listed, at 11 Wall Street, New York, New York 10005. For further information on obtaining copies of our filings from the NYSE, you should call 212-896-2830.

You also may request a copy of any document incorporated by reference in this prospectus at no cost by calling us at (770) 448-2193 or writing us at the following address:

WestRock Company

1000 Abernathy Road NE

Atlanta, Georgia 30328

Attention: Investor Relations

Our Internet address is http://www.westrock.com. The information contained on or linked to or from our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We are incorporating by reference the information that we file with the SEC, which means that we are disclosing important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is an important part of this prospectus and any information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC:

• WestRock Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018;

• WestRock Company’s Current Reports on Form 8-K filed on November 5, 2018 (SEC Accession No. 000117184318007567 and No. 000117184318007569), December 3, 2018, December 10, 2018 and January 16, 2019;

• the Issuer’s Current Report on Form 8-K filed on October 31, 2018;

• those portions of WestRock Company’s Definitive Proxy Statement on Schedule 14A, filed on December 18, 2018, incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended September 30, 2018; and

• all documents filed by WestRock Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of the exchange offers.

Nothing in this prospectus shall be deemed to incorporate information furnished to, but not filed with, the SEC.

iii

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other subsequently filed document that also is or is deemed to be incorporated by reference into this prospectus conflicts with, negates, modifies or supersedes that statement. Any statement that is so modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus or the documents incorporated by reference herein that do not relate strictly to historical facts are forward-looking statements. Forward-looking statements are based on our current expectations, beliefs, plans or forecasts and use words such as “may”, “will”, “could”, “would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target” and “potential”, or refer to future time periods, and include statements made in this prospectus and the documents incorporated by reference herein regarding, among other things:

• our belief that we are one of the largest paper recyclers in North America;

• our plan to operate our recycling operations primarily as a procurement function in fiscal 2019;

• our belief that we are one of the largest manufacturers of temporary promotional point-of-purchase displays in North America measured by net sales and the largest manufacturer of solid fiber partitions in North America measured by net sales;

• our expectation that we will complete the monetization of our Land and Development holdings during fiscal 2019;

• our belief that we would be able to source significant replacement quantities from other suppliers in the event we incur production disruptions for recycled or virgin containerboard and paperboard;

• our belief that we have good relationships with our customers;

• our belief that our ability to leverage our full portfolio of differentiated solutions and capabilities enables us to differentiate ourselves from our competitors;

• our belief that we compete effectively on price, design, product innovation, quality and service;

• our belief that future compliance with health and safety laws and regulations will not have a material adverse effect on our results of operations, financial condition or cash flows;

• our belief that the currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will not have a material adverse effect on our results of operations, financial condition or cash flows;

• our belief that the costs associated with investigations or remediations under various environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act, and regulations will not have a material adverse effect on our results of operations, financial condition or cash flows;

• our belief that matters relating to previously identified third party potentially responsible party (“PRP”) sites and certain facilities formerly owned or operated by Smurfit-Stone Container Corporation (“Smufit-Stone”) have been satisfied by claims in the Smurfit-Stone bankruptcy proceedings;

• our belief that we can assert claims for indemnification pursuant to existing rights we have under purchase and other agreements in connection with certain of our existing remediation sites and have insurance coverage, subject to applicable deductibles/retentions, policy limits and other conditions, for certain environmental matters;

iv

• our expectation that compliance with the Western Climate Initiative and other similar programs may require future expenditures to meet required greenhouse gas emission reduction requirements in future years;

• our belief that we are uniquely positioned to help our customers improve their sustainability;

• our belief that working relationships with our employees are generally good and that the material terms of our collective bargaining agreements are customary for the industry, the type of facility, the classification of the employees and the geographic location covered;

• our belief that the trading price of Parent’s common stock was adversely affected in fiscal 2018 due, in part, to concerns about announcements by certain of our competitors of planned additional capacity in the North American containerboard market;

• that we may be required to incur additional indebtedness to satisfy our payment obligations in respect of our put and call options or other arrangements pursuant to which we increase our ownership in Gondi, S.A. de C.V. (“Grupo Gondi”);

• that we may form additional joint ventures;

• our expectation that benefits from potential, as well as completed, acquisitions and joint ventures will include synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers that place higher strategic value on these businesses and assets than we do;

• our expectation that the KapStone Acquisition will generate synergies and performance improvements of approximately $200 million by the end of fiscal 2021;

• our expectation that we will continue to incur significant capital, operating and other expenditures complying with applicable environmental laws and regulations, particularly those related to air and water quality, waste disposal and the cleanup of contaminated soil and groundwater, including situations where we have been identified as a PRP;

• our expectation that we will make future contributions primarily to certain of our non-U.S. pension plans in the coming years;

• our belief that certain multiemployer pension plans (“MEPPs”) in which we participate or have participated, including Pace Industry Union-Management Pension Fund (“PIUMPF”), have material unfunded vested benefits;

• that we are considering withdrawing from, and may withdraw from, one or more MEPPs;

• our belief that our existing production capacity is adequate to serve existing demand for our products and that our plants and equipment are in good condition;

• our expectation that the linerboard production system and the market pulp production line of the Panama City, FL mill will return to full production capacity in approximately six months;

• our belief that the resolution of lawsuits and claims will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows;

• our expectation with respect to the potential benefits (including the integration of tons) related to (i) the acquisition (the “Schlüter Acquisition”) of Schlüter Print Pharma Packaging (“Schlüter”); (ii) the acquisition (the “Plymouth Packaging Acquisition”) of substantially all of the assets of Plymouth Packaging, Inc. (“Plymouth”); (iii) the July 17, 2017 acquisition of certain assets and liabilities of Island Container Corp. and Combined Container Industries LLC; (iv) the acquisition of Hanna Group Pty Ltd in a stock purchase; (v) the June 9, 2017 acquisition of U.S. Corrugated Holdings, Inc.; (vi) the acquisition of Multi Packaging Solutions International Limited (“MPS”); (vii) the March 13, 2017 acquisition of certain assets and liabilities of Star Pizza Box of Arizona, LLC, Star Pizza Box of

v

Florida, Inc., Star Pizza Box of Ohio, LLC, Star Pizza Box of Texas, LLC and Box Logistics LLC; (viii) the January 19, 2016 acquisition of certain legal entities formerly owned by Cenveo Inc. in a stock purchase (the “Packaging Acquisition”); (ix) the acquisition of SP Fiber Holdings, Inc.; and (x) the joint venture with Grupo Gondi;

• our belief that the Grupo Gondi joint venture is helping us to grow our presence in the attractive Mexican market;

• that we expect higher cost inflation to continue through fiscal 2019;

• our belief that our strong balance sheet and cash flow provide us the flexibility to continue to invest to sustain and improve our operating performance;

• our general expectation that the integration of a closed facility’s assets and production with other facilities will enable the receiving facilities to better leverage their fixed costs while eliminating fixed costs from the closed facility;

• our expectation that funding for our domestic operations in the foreseeable future will come from sources of liquidity within our domestic operations, including cash and cash equivalents, and available borrowings under our credit facilities, and that our foreign cash and cash equivalents are not expected to be a key source of liquidity to our domestic operations;

• our expectation that capital expenditures in fiscal 2019 will be approximately $1.5 billion, our base capital expenditures in fiscal 2019, including KapStone and investments to restore operations at our Panama City, Florida mill following Hurricane Michael, will be approximately $950 million to $1.0 billion, with roughly half invested in maintenance and half invested in high return generating projects, and we expect to invest approximately $0.5 billion in strategic projects;

• our expectation that we will utilize the remaining U.S. federal net operating losses and other U.S. federal credits primarily over the next two years;

• our expectation that, including the estimated impact of book and tax differences, subject to changes in tax laws, our cash tax rate will move closer to our income tax rate in fiscal 2019, 2020 and 2021;

• our estimation that we will invest approximately $22 million for capital expenditures during fiscal 2019 in connection with matters relating to environmental compliance, excluding KapStone;

• our expectation that we will contribute approximately $22 million to our U.S. and non-U.S. pension plans in fiscal 2019;

• our estimation that minimum pension contributions to our U.S. and non-U.S. pension plans will be in the range of approximately $25 million to $27 million annually in fiscal 2020 through 2023;

• our expectation that we will continue to make contributions in the coming years to our pension plans in order to ensure that our funding levels remain adequate in light of projected liabilities and to meet the requirements of the Pension Protection Act of 2006 and other regulations;

• our beliefs with respect to material changes in future assumptions and estimates related to allowances and impairment;

• our belief that our estimates for restructuring costs are reasonable, considering our knowledge of the industries we operate in, previous experience in exiting activities and valuations we may obtain from independent third parties;

• our belief that our assumptions are reasonable with respect to health insurance costs, workers’ compensation cost and pension and other postretirement benefit obligations;

• our expectation of the impact of implementation of various accounting standards, including that certain of these standards will not have a material effect on our consolidated financial statements;

vi

• our belief that we will make a payment in the first quarter of fiscal 2019 related to the Plymouth Packaging Acquisition;

• our belief that the acquisition of MPS will increase our annual paperboard consumption by approximately 100,000 tons to be supplied by us by the first half of fiscal 2019;

• our belief that our restructuring actions have allowed us to more effectively manage our business;

• our belief that by investing in a variety of asset classes and utilizing multiple investment management firms, we can create a portfolio for our pension plans that yields adequate returns with reduced volatility;

• our belief that PIUMPF’s demand related to our withdrawal will include both a payment for withdrawal liability and for our proportionate share of PIUMPF’s accumulated funding deficiency;

• our expectation that our contributions to PIUMPF will not continue to exceed 5% of total plan contributions;

• our belief that our tax positions are appropriate;

• our expectation that MWV Timber Notes Holding, LLC will only repay the liability at maturity from the Timber Note proceeds;

• our belief that the liability for environmental matters was adequately reserved at September 30, 2018;

• our expectation that the resolution of the Antitrust Litigation (as defined in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 (the “2018 10-K”) incorporated by reference herein) will not have a material adverse effect on our results of operations, financial condition or cash flows;

• our belief that we have valid defenses to asbestos-related personal injury claims and intend to continue to defend them vigorously, and that should the volume of asbestos-related personal injury litigation grow substantially, it is possible that we could incur significant costs resolving these cases;

• our expectation that the resolution of pending asbestos litigation and proceedings will not have a material adverse effect on our consolidated financial condition or liquidity and that in any given period or periods, it is possible that asbestos-related proceedings or matters could have a material adverse effect on our results of operations, financial condition or cash flows;

• our estimation that the exposure with respect to certain guarantees we have made could be approximately $50 million;

• our belief that our exposure related to guarantees will not have a material impact on our results of operations, financial condition or cash flows;

• our expectation that we will not issue additional stock appreciation rights;

• our anticipation that we will be able to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long-term debt and other corporate actions for the foreseeable future from cash generated from operations, borrowings under our credit facilities, proceeds from our New A/R Sales Agreement (as defined in the 2018 10-K), proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities;

• that we may seek to refinance existing indebtedness, to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of our indebtedness;

• that we may enter into various hedging transactions, including interest rate swap agreements and foreign-exchange hedge contracts;

• our belief that in the event of a distribution in the form of dividends or dispositions of our foreign subsidiaries, we may be subject to incremental U.S. income taxes, subject to an adjustment for foreign tax credits, and withholding taxes or income taxes payable to the foreign jurisdictions;

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• that it is reasonably possible that our unrecognized tax benefits will decrease by up to $5.5 million in the next twelve months due to expiration of various statues of limitations and settlement of issues; and

• the expected impact of market risks, such as interest rate risk, pension plan risk, foreign currency risk, commodity price risks, energy price risk, rates of return, the risk of investments in derivative instruments, and the risk of counterparty nonperformance, and expected factors affecting those risks, including our exposure to foreign currency rate fluctuations.

Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties—many of which are beyond our control, dependent on actions of third parties or currently unknown to us—as well as potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. Particular uncertainties that could cause our actual results to be materially different than those.

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PROSPECTUS SUMMARY

This summary does not contain all the information that may be important to you. You should read the following summary together with the more detailed information appearing elsewhere in or incorporated by reference in this prospectus, including the section titled “Risk Factors” and the financial statements and related notes incorporated by reference herein. In this prospectus, references to “WestRock,” the “Company,” “we,” “us,” and “our” refer to the business of WestRock Company and its subsidiaries on a consolidated basis for periods on or after November 2, 2018 and to WRKCo Inc. (formerly known as WestRock Company) and its subsidiaries on a consolidated basis for periods prior to November 2, 2018. References to “WRKCo” or the “Issuer” refer only to WRKCo Inc., and not to any of its subsidiaries, references to “Parent” refer to WestRock Company and not to any of its subsidiaries, references to “WRK RKT” and “RockTenn” refer to WestRock RKT, LLC, a wholly owned direct subsidiary of the Issuer formerly known as WestRock RKT Company and Rock-Tenn Company, and references to “WRK MWV” and “MWV” refer to WestRock MWV, LLC, a wholly owned direct subsidiary of the Issuer formerly known as MeadWestvaco Corporation.

Overview

We are a multinational provider of paper and packaging solutions for consumer and corrugated packaging markets. We partner with our customers to provide differentiated paper and packaging solutions that help them win in the marketplace. Our 50,000 team members support customers around the world from more than 320 operating and business locations spanning North America, South America, Europe, Asia and Australia. We also sell real estate primarily in the Charleston, South Carolina region.

KapStone Acquisition

On November 2, 2018, we completed the KapStone Acquisition and a corporate restructuring. As a result of these transactions, both WRKCo, formerly known as WestRock Company, and KapStone are wholly owned subsidiaries of WestRock Company, our parent company. WestRock MWV, LLC and WestRock RKT, LLC remain subsidiaries of the Issuer. WestRock Company was formed on January 25, 2018 for the purpose of effecting the KapStone Acquisition and, prior to the consummation of the KapStone Acquisition, did not conduct any activities other than those incidental to its formation and the matters incidental to the Merger Agreement. We discuss the KapStone Acquisition in more detail in “Note 2. Mergers, Acquisitions and Investment” of the Notes to Consolidated Financial Statements included in our 2018 10-K incorporated by reference herein.

Our Business

We report our financial results of operations in the following three reportable segments: Corrugated Packaging, which consists of our containerboard mills and corruga ted packaging operations, as well as our recycling operations; Consumer Packaging, which consists of our consumer mills, folding carton, beverage, merchandising displays and partition operations; and Land and Development, which sells real estate primarily in the Charleston, South Carolina region. Prior to the sale of our Home, Health and Beauty business (“HH&B”), our Consumer Packaging segment included HH&B. Certain income and expenses are not allocated to our segments and, thus, the information that management uses to make operating decisions and assess performance does not reflect these amounts. For segment financial information, including non-U.S. operations financial information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 6. Segment Information” of the Notes to Consolidated Financial Statements included in our 2018 10-K incorporated by reference in this prospectus.

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Corporate Information

The Issuer is a Delaware corporation and a wholly owned subsidiary of Parent. Parent is a publicly traded Delaware corporation. Parent’s common stock is listed on the NYSE under the symbol “WRK.” Our principal executive offices are located at 1000 Abernathy Road NE, Atlanta, Georgia 30328. Our telephone number is (770) 448-2193, and our website address is www.westrock.com. The information contained on or linked to or from our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.

Summary of the Terms of the Exchange Offers

Background On August 24, 2017, the Issuer (then known as WestRock Company) completed a private placement of the Original 2024 Notes and the Original 2027 Notes. On March 6, 2018, the Issuer completed a private placement of the Original 2025 Notes and the Original 2028 Notes. On December 3, 2018, the Issuer completed a private placement of the Original 2026 Notes and the Original 2029 Notes. In connection with each of the private placements, the Issuer entered into a registration rights agreement in which the Issuer agreed, among other things, to complete the exchange offers. See “The Exchange Offers—Purpose of the Exchange Offers; Registration Rights.”

The Exchange Offers The Issuer is offering to exchange:

• the unregistered Original 2024 Notes for an equivalent amount of the Exchange 2024 Notes, which have been registered under the Securities Act;

• the unregistered Original 2025 Notes for an equivalent amount of the Exchange 2025 Notes, which have been registered under the Securities Act;

• the unregistered Original 2026 Notes for an equivalent amount of the Exchange 2026 Notes, which have been registered under the Securities Act;

• the unregistered Original 2027 Notes for an equivalent amount of the Exchange 2027 Notes, which have been registered under the Securities Act;

• the unregistered Original 2028 Notes for an equivalent amount of the Exchange 2028 Notes, which have been registered under the Securities Act; and

• the unregistered Original 2029 Notes for an equivalent amount of the Exchange 2029 Notes, which have been registered under the Securities Act.

The Original Notes may only be tendered in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. See “The Exchange Offers—Terms of the Exchange Offers.”

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In order to exchange an Original Note, you must follow the required procedures, and the Issuer must accept the Original Note for exchange. The Issuer will exchange all Original Notes validly tendered and not validly withdrawn prior to the expiration date. See “The Exchange Offers.”

Resale of Exchange Notes Based on interpretations of the SEC staff, as described in previous no-action letters issued to third parties, we believe that the Exchange Notes you receive pursuant to the exchange offers in exchange for the Original Notes may be offered for resale, resold and otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• you are acquiring the Exchange Notes issued in the exchange offers in the ordinary course of your business;

• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes you will receive in the exchange offers; and

• you are not an “affiliate” of the Issuer or any of the Guarantors, as defined in Rule 405 of the Securities Act.

By tendering your Original Notes as described in “The Exchange Offers—Procedures for Tendering,” you will be making representations to this effect. If you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the no-action letters referred to above and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Exchange Notes.

We base our belief on interpretations by the SEC staff in no-action letters issued to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about our exchange offers. If our belief is wrong, you could incur liability under the Securities Act. We will not protect you against any loss incurred as a result of this liability under the Securities Act.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes. The Issuer has agreed that it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of: (i) 180 days from the date on which this registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See “Plan of Distribution.”

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Consequences if You Do Not Exchange Your Original Notes Original Notes that are not tendered in the exchange offers or are not accepted for exchange will continue to be subject to transfer restrictions. You will not be able to offer or sell such Original Notes unless you are able to rely on an exemption from the requirements of the Securities Act or the Original Notes are registered under the Securities Act.

After the exchange offers are completed, the Issuer will no longer have an obligation to register the Original Notes, except under limited circumstances. To the extent that Original Notes are tendered and accepted in the exchange offers, the market for any remaining Original Notes will be adversely affected. See “Risk Factors—Risks Relating to the Exchange Offers—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.”

Expiration Date Each exchange offer expires at 12:00 a.m. (midnight), New York City time, on February 13, 2019, subject to our right to extend the expiration date for any exchange offer. See “The Exchange Offers—Expiration Date; Extensions; Amendments.”

Issuance of Exchange Notes The Issuer will issue Exchange Notes in exchange for Original Notes tendered and accepted in the exchange offers promptly following the applicable expiration date (unless amended as described in this prospectus). See “The Exchange Offers—Terms of the Exchange Offers.”

Conditions to the Exchange Offers The exchange offers are subject to certain customary conditions, which we may amend or waive. The exchange offers are not conditioned upon any minimum principal amount of outstanding Original Notes being tendered. See “The Exchange Offers—Conditions to the Exchange Offers.”

Special Procedures for Beneficial Holders If you beneficially own Original Notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offers, you should contact the registered holder promptly and instruct such person to tender on your behalf. If you wish to tender in the exchange offers on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Notes, either arrange to have the Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable amount of time. See “The Exchange Offers—Procedures for Tendering.”

Withdrawal Rights You may withdraw your tender of Original Notes at any time before the expiration date for the applicable exchange offer. See “The Exchange Offers—Withdrawal of Tenders.” In addition, if we have not accepted for payment the Original Notes you have tendered to us, you may also withdraw your Original Notes at any time after 12:00 a.m.

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(midnight), New York City time, on March 14, 2019, the 40th business day following the commencement of the exchange offers.

Accounting Treatment We will not recognize any gain or loss for accounting related to the exchange offers. We will record the expenses of the exchange offers as incurred. See “The Exchange Offers—Accounting Treatment.”

Federal Income Tax Consequences The exchange of Original Notes for Exchange Notes pursuant to the exchange offers generally will not be a taxable event for U.S. federal income tax purposes. See “Material United States Federal Income Tax Considerations.”

Use of Proceeds We will not receive any proceeds from the issuance of Exchange Notes in connection with the exchange offers.

Exchange Agent The Bank of New York Mellon Trust Company, N.A. is serving as exchange agent in connection with the exchange offers. The address and telephone number of the exchange agent are set forth under “The Exchange Offers—Exchange Agent.” The Bank of New York Mellon Trust Company, N.A., is also the trustee under the indentures governing the Original Notes and Exchange Notes.

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Summary of the Terms of the Exchange Notes

The summary below describes the principal terms of the Notes. Certain of the terms described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus contains a more detailed description of the terms of the Notes. Other than the restrictions on transfer, registration rights and additional interest provisions, the Exchange Notes will have the same financial terms and covenants as the Original Notes.

Issuer WRKCo Inc. (formerly known as WestRock Company)

Notes Offered $500.0 million aggregate principal amount of 3.000% Senior Notes due 2024

$600.0 million aggregate principal amount of 3.750% Senior Notes due 2025

$750.0 million aggregate principal amount of 4.650% Senior Notes due 2026

$500.0 million aggregate principal amount of 3.375% Senior Notes due 2027

$600.0 million aggregate principal amount of 4.000% Senior Notes due 2028

$750.0 million aggregate principal amount of 4.900% Senior Notes due 2029

Maturity Dates Exchange 2024 Notes: September 15, 2024

Exchange 2025 Notes: March 15, 2025

Exchange 2026 Notes: March 15, 2026

Exchange 2027 Notes: September 15, 2027

Exchange 2028 Notes: March 15, 2028

Exchange 2029 Notes: March 15, 2029

Interest Interest on the Exchange Notes will accrue at a rate of 3.000% per year in the case of the Exchange 2024 Notes, 3.750% per year in the case of the Exchange 2025 Notes, 4.650% per year in the case of the Exchange 2026 Notes, 3.375% per year in the case of the Exchange 2027 Notes, 4.000% per year in the case of the Exchange 2028 Notes and 4.900% per year in the case of the Exchange 2029 Notes, in each case from the most recent date to which interest on the respective Original Notes has been paid. Interest is payable semi-annually in cash in arrears on March 15 and September 15.

Guarantees As of the issue date of the Exchange Notes, the Exchange Notes will be guaranteed, on a full, unconditional, joint and several basis, by WestRock Company, WRK MWV and WRK RKT. The guarantees may be released in certain circumstances. See “Description of

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Notes—2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes—The Guarantees.” and “Description of Notes—2026 Notes and 2029 Notes—The Guarantees.”

Ranking The Notes and guarantees will constitute unsecured unsubordinated debt of the applicable obligor. They will:

• rank equally in right of payment with all of the applicable obligor’s existing and future unsecured and unsubordinated debt;

• rank senior in right of payment to all of the applicable obligor’s existing and future subordinated debt;

• be effectively junior to the applicable obligor’s existing and future secured debt to the extent of the value of the assets securing such debt; and

• be structurally subordinated to all of the existing and future liabilities of each subsidiary of the applicable obligor (that is not itself an obligor) that does not guarantee the Notes.

As of September 30, 2018, on an as adjusted basis to give effect to the assumption of certain debt of KapStone and debt incurred in connection with the KapStone Acquisition, the total outstanding debt of the Issuer, excluding unused commitments made by lenders, would have been $10.8 billion, of which amount $20 million would have been secured. As of that date, none of the Issuer’s debt would have been subordinated to the notes.

Optional Redemption Exchange 2024 Notes

At any time before July 15, 2024 (the date that is two months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2024 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2024 Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable “make-whole” premium.

At any time on or after July 15, 2024 (the date that is two months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2024 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2024 Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Exchange 2025 Notes

At any time before January 15, 2025 (the date that is two months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2025 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2025 Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable “make-whole” premium.

At any time on or after January 15, 2025 (the date that is two months prior to their maturity date), the Issuer may redeem some or all of the

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Exchange 2025 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2025 Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Exchange 2026 Notes

At any time before January 15, 2026 (the date that is two months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2026 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2026 Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable “make-whole” premium.

At any time on or after January 15, 2026 (the date that is two months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2026 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2026 Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Exchange 2027 Notes

At any time before June 15, 2027 (the date that is three months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2027 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2027 Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable “make-whole” premium.

At any time on or after June 15, 2027 (the date that is three months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2027 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2027 Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Exchange 2028 Notes

At any time before December 15, 2027 (the date that is three months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2028 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2028 Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable “make-whole” premium.

At any time on or after December 15, 2027 (the date that is three months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2028 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2028 Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Exchange 2029 Notes

At any time before December 15, 2028 (the date that is three months prior to their maturity date), the Issuer may redeem some or all of the

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Exchange 2029 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2029 Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable “make-whole” premium.

At any time on or after December 15, 2028 (the date that is three months prior to their maturity date), the Issuer may redeem some or all of the Exchange 2029 Notes at a redemption price equal to 100% of the principal amount of the Exchange 2029 Notes plus accrued and unpaid interest, if any, to, but not including, the redemption date.

See “Description of Notes—2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes—Optional Redemption.” and “Description of Notes—2026 Notes and 2029 Notes—Optional Redemption.”

Change of Control Upon the occurrence of a Change of Control Triggering Event (as defined in this prospectus) with respect to a series of Notes, each holder of such series of Notes will have the right to require the Issuer to repurchase such holder’s Notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest, if any, to, but not including, the date of repurchase.

See “Description of Notes—2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes—Change of Control Offer.” and “Description of Notes—2026 Notes and 2029 Notes—Change of Control Offer.”

Certain Covenants The indentures governing the Notes contain covenants that, among other things, limit Parent’s and the Issuer’s ability and the ability of their respective subsidiaries to:

• grant liens on our assets;

• enter into sale and leaseback transactions; and

• merge, consolidate or transfer or dispose of substantially all of our assets.

Material Differences between Exchange Notes and Original Notes The terms of the Exchange Notes to be issued in the exchange offers are substantially identical to the terms of the corresponding series of Original Notes, except that the Exchange Notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the Original Notes will not apply to the Exchange Notes. The Exchange Notes will represent the same debt as the Original Notes, and the Issuer will issue the Exchange Notes under the same indenture that governs the applicable series of Original Notes.

No Public Trading Market The Exchange Notes will not be listed on any securities exchange or any automated dealer quotation system and there is currently no market for the Exchange Notes. Accordingly, there can be no assurance that a market for the Exchange Notes will develop upon the completion of the exchange offers or, if developed, that such market will be sustained or as to the liquidity of any market.

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Trustee, registrar and transfer agent The Bank of New York Mellon Trust Company, N.A.

Governing Law State of New York.

Risk Factors You should carefully consider the information in the section entitled “Risk Factors” and under the heading “Risk Factors” in our 2018 10-K, and all other information included or incorporated by reference in this prospectus for an explanation of certain risks associated with the exchange offers.

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RISK FACTORS

An investment in the Notes is subject to risks and uncertainties. You should carefully consider the risks described below in addition to the other information contained or incorporated by reference in this prospectus, including under the heading “Risk Factors” in our 2018 10-K, before deciding whether to participate in the exchange offers. See “Where You Can Find More Information” for information about how to obtain a copy of these documents. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations or could materially affect the value or liquidity of the Notes and result in the loss of all or part of your investment in the Notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition, cash flows and results of operations.

Risk Factors Incorporated by Reference

This prospectus incorporates by reference the risk factors contained in our 2018 10-K. You should carefully consider the risk factors incorporated herein by reference in addition to the risk factors below.

Risks Relating to the Exchange Offers

If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.

Original Notes that you do not tender or the Issuer does not accept will, following the exchange offers, continue to be restricted securities, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for any Original Notes remaining after the completion of the exchange offers will be substantially limited. Any Original Notes tendered and exchanged in the exchange offers will reduce the aggregate principal amount of the Original Notes of the applicable series outstanding. Following the exchange offers, if you do not tender your Original Notes you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

If you are a broker-dealer, your ability to transfer the Exchange Notes may be restricted.

A broker-dealer that acquired the Original Notes for its own account as a result of market-making activities or other trading activities must comply with the prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. The Issuer’s obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes.

If an active trading market does not develop for the Exchange Notes, you may be unable to sell the Exchange Notes or to sell them at a price you deem sufficient.

Each series of Exchange Notes is a new issue of securities for which there is currently no public trading market. We do not intend to list the Exchange Notes on any securities exchange or automated dealer quotation system. Accordingly, we cannot assure you that an active trading market will develop for the Exchange Notes upon completion of the exchange offers or, if such a market does develop, that such market will be maintained or as to the liquidity of any market. If an active market does not develop or is not maintained, the market price and

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the liquidity of the Exchange Notes may be adversely affected. In addition, the liquidity of the trading market for the Exchange Notes, if it develops, and the market price quoted for the Exchange Notes, may be adversely affected by changes in prevailing interest rates and market conditions generally, as well as changes in our performance and negative changes in the ratings assigned to us or our debt securities.

Risks Relating to the Notes

Our indebtedness may impair our financial condition and prevent us from fulfilling our obligations under the Notes and our other debt instruments.

As of September 30, 2018, after giving effect to the assumption of certain debt of KapStone and debt incurred in connection with the KapStone Acquisition, the Issuer’s total debt would have been $10.8 billion, of which $20 million would have been secured, and we would have had approximately $121 million of outstanding letters of credit not drawn upon and approximately $3.0 billion of availability under our committed credit facilities. Subject to satisfying certain conditions thereunder, we also had the ability to increase our borrowings under our receivables-backed financing facility.

Our indebtedness could have important consequences to you, including:

• making it more difficult for the Issuer to satisfy its obligations with respect to the Notes;

• limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

• requiring us to dedicate a substantial portion of our cash flow from operations to pay interest on our debt, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our strategy and other general corporate purposes;

• making us more vulnerable to adverse changes in general economic, industry and government regulations and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions;

• placing us at a competitive disadvantage compared with those of our competitors that have less debt; and

• exposing us to risks inherent in interest rate fluctuations because some of our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in market interest rates.

In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our debts as they become due, we will be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling additional debt or equity securities. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our ability to generate revenues.

Despite current indebtedness levels, we may still incur more debt. The incurrence of additional debt could further exacerbate the risks associated with our indebtedness.

Subject to certain limitations, the agreements governing our various debt obligations permit us and our subsidiaries to incur additional debt. If new debt is added to our or any such subsidiary’s current debt levels, the risks described above in the previous risk factor could intensify.

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The restrictive covenants in our existing and expected future debt may affect our ability to operate our business successfully.

The agreements governing our various debt obligations contain, and our future debt instruments may contain, various provisions that limit our ability to, among other things: incur liens; incur additional indebtedness, guarantees or other contingent obligations; engage in mergers and consolidations; and make sales, transfers and other dispositions of property and assets. These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities.

In addition, certain of our credit agreements require us to maintain specified financial ratios and satisfy certain financial condition tests. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet those financial ratios and financial condition tests. We cannot assure you that we will meet those tests or that the lenders will waive any failure to meet those tests. A breach of any of these covenants or any other restrictive covenants contained in the agreements governing our indebtedness would result in an event of default. If an event of default in respect of any of our indebtedness occurs, the holders of the affected indebtedness could declare all amounts outstanding, together with accrued interest, to be immediately due and payable, which, in turn, could cause the default and acceleration of the maturity of our other indebtedness. We are permitted to incur additional secured debt under our existing debt instruments. If, upon an acceleration, we were unable to pay amounts owed in respect of any such indebtedness secured by liens on our assets, then the lenders of such indebtedness could proceed against the collateral pledged to them. In such an event, we cannot assure you that we would have sufficient assets to pay amounts due on the Notes. As a result, you may receive less than the full amount you would otherwise be entitled to receive on the Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in the 2018 10-K, incorporated by reference in this prospectus, for additional information.

Our credit ratings may not reflect the risks of investing in the Notes.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market price of the Notes. Agency ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any time by the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s rating.

Following the announcement of the KapStone Acquisition, S&P Global Ratings (“S&P) placed our ratings on CreditWatch negative. On November 27, 2018, following the consummation of the KapStone Acquisition, S&P removed the CreditWatch and affirmed our BBB credit rating with a negative outlook.

Repayment of the Issuer’s debt, including the Notes, is dependent on cash flow generated by its subsidiaries.

The Issuer and each Guarantor is a holding company that conducts substantially all of its business through its subsidiaries. Accordingly, repayment of the Issuer’s indebtedness, including the Notes, is dependent on the generation of cash flow by the Issuer’s and each Guarantor’s subsidiaries, as applicable, and their ability to make such cash available to the Issuer and the Guarantors, by dividend, debt repayment or otherwise. The Issuer’s and the Guarantor’s subsidiaries may not be able to, or be permitted to, make distributions to enable them to make payments in respect of their obligations, including with respect to the Notes in the case of the Issuer and the guarantees in the case of the Guarantors. Each of the Issuer’s and the Guarantors’ subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit its ability to obtain cash from its subsidiaries. In the event that the Issuer and the Guarantors do not receive distributions from its subsidiaries, the Issuer and the Guarantors may be unable to make required principal and interest payments on its indebtedness, including with respect to the Notes and the guarantees.

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The Notes and the guarantees are unsecured and effectively subordinated to the Issuer’s and the Guarantors’ existing and future secured debt.

The Notes and the guarantees will not be secured by any of the assets of the Issuer or the Guarantors. If the Issuer or the Guarantors become insolvent or are liquidated, or if payment under any instrument governing our secured debt is accelerated, the lenders under those instruments will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt. Accordingly, the lenders under our secured indebtedness will have a priority claim on our assets securing the debt owed to them. In that event, because the Notes and the guarantees will not be secured by any of our assets, the assets of the Guarantors or the assets of our subsidiaries, it is possible that our remaining assets might be insufficient to satisfy your claims in full. We will be permitted to incur substantial additional secured indebtedness in the future without securing the Notes under the terms of the indentures governing the Notes. See “Description of Notes—2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes—Certain Covenants—Restrictions on Liens” and “Description of Notes—2026 Notes and 2029 Notes—Certain Covenants—Restrictions on Liens.”

The Notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that are not guarantors of the Notes.

The Issuer’s obligations under the Notes will initially be guaranteed by the Issuer’s parent company, WestRock Company, and by the Issuer’s subsidiaries, WRK MWV and WRK RKT, only and not by any of our other subsidiaries. You will not have any claim as a creditor against the Issuer’s subsidiaries that are not Guarantors, and the existing and future indebtedness and other liabilities, including trade payables, whether secured or unsecured, of non-Guarantor subsidiaries of the Issuer will be structurally senior to any claim you may have against the Issuer’s non-Guarantor subsidiaries relating to the Notes.

In the event of a bankruptcy, liquidation, reorganization or other winding up of the Issuer’s non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to the Issuer.

The guarantees of the Notes may be released.

A guarantee of any series of the Notes can be released without the consent of the holders of the Notes of such series in certain circumstances, including a release of a guarantee by the applicable Subsidiary Guarantor upon the release of its guarantees of all our other Capital Markets Debt (as defined below). Accordingly, if we refinance all such Capital Markets Debt or the holders of such Capital Markets Debt agree to release the guarantees of such indebtedness, we will be permitted to release the guarantees by the Subsidiary Guarantors of the Notes. The guarantee of Parent may be released upon its merger with, consolidation with or sale of substantially all its assets to the Issuer or a Guarantor. See “Description of Notes—2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes—The Guarantees.” and “Description of Notes—2026 Notes and 2029 Notes—The Guarantees.”

We will require a significant amount of cash to service all our indebtedness, including the Notes, and our ability to generate sufficient cash depends upon many factors, some of which are beyond our control.

Our ability to make payments on and refinance our debt and to fund working capital needs and planned capital expenditures depends on our ability to generate cash flow in the future. To some extent, this is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will continue to generate cash flow from operations at levels sufficient to permit us to pay principal, premium, if any, and interest on our indebtedness or that our cash needs will not increase. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other needs, we may have to refinance all or a portion of our debt, obtain additional financing or reduce expenditures or sell assets that we deem necessary to our business. We cannot assure you that any of

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these measures would be possible or that any additional financing could be obtained, either on favorable terms or at all. The inability to obtain additional financing could have a material adverse effect on our financial condition and on our ability to meet our obligations to you under the Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements governing our indebtedness, and the remedies sought by the holders of such indebtedness, could make us unable to pay principal, premium, if any, and interest on any series of the Notes and substantially decrease the market value of the Notes of the applicable series. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the agreements governing our indebtedness, we could be in default under the terms of the agreements governing that indebtedness. In the event of default, the holders of that indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under certain of our credit agreements could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against any of our assets securing such debt obligations, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under certain of our credit agreements to avoid being in default. If we breach our covenants under such credit agreements and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurred, we would be in default under such credit agreements, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.

The Issuer may not have the funds to purchase the Notes tendered in connection with a change of control offer as required by the indentures governing the Notes.

On a Change of Control Triggering Event, as defined in the applicable indenture, with respect to a series of Notes, subject to certain conditions, the Issuer is required to offer to repurchase all outstanding Notes of such series at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. The source of funds for that purchase of Notes will be our available cash or cash generated from our subsidiaries’ operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from those sources will be available at the time of any Change of Control Triggering Event to make required repurchases of Notes tendered. In addition, certain of our credit agreements provide that certain change of control events constitute an event of default thereunder. Our future debt agreements may contain similar restrictions and provisions.

If the holders with respect to a series of Notes exercise their right to require the Issuer to repurchase Notes of such series on a Change of Control Triggering Event, the financial effect of this repurchase could cause a default under our other debt, even if the Change of Control Triggering Event itself would not cause a default. Accordingly, it is possible that the Issuer will not have sufficient funds at the time of the Change of Control Triggering Event to make the required repurchase of our other debt and the Notes or that restrictions in other indebtedness will not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “change of control” under the indentures that govern the Notes. See “Description of Notes—2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes—Change of Control Offer.” and “Description of Notes—2026 Notes and 2029 Notes—Change of Control Offer.”

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Federal and state statutes could allow courts, under specific circumstances, to void the guarantees, subordinate claims in respect of the Notes and require Note holders to return payments received from the Guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a guarantee or claims related to any series of the Notes or subordinate a guarantee to all of the Issuer’s other debts or to all other debts of a Guarantor if, among other things, the Issuer or a Guarantor, at the time the Issuer or such Guarantor incurred the indebtedness evidenced by its guarantee:

• intended to hinder, delay or defraud any present or future creditor; or

• received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness; and

• the Guarantor was insolvent or rendered insolvent by reason of such incurrence;

• the Guarantor was engaged in a business or transaction for which the Guarantor’s remaining assets constituted unreasonably small capital; or

• the Guarantor intended to incur, or believed that it would incur, debts beyond the Guarantor’s ability to pay such debts as they mature.

In addition, a court could void any payment by a Guarantor pursuant to any series of the Notes or a guarantee and require that payment to be returned to such Guarantor or to a fund for the benefit of the creditors of the Guarantor. The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that we are not and, after giving effect to the exchange offers, will not be, insolvent, will not have insufficient capital for the business in which we are engaged and will not have incurred debts beyond our ability to pay such debts as they mature.

There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with the Issuer’s or any Guarantors’ conclusions in this regard.

Certain of our borrowings and other obligations are based upon variable rates of interest, which could result in higher expense in the event of increases in interest rates.

Certain of the agreements governing our various debt obligations allow us, and future debt instruments may allow us, to elect to accrue interest according to the alternate base rate or the London Interbank Offered Rate, which we refer to as LIBOR, in each case plus an applicable margin as set forth therein. As a result, certain of our debt obligations have an interest rate that varies depending on either the base rate or LIBOR or have a variable borrowing rate based upon LIBOR. An increase in the base rate or LIBOR would increase our interest payment obligations under such debt obligations and could have a negative effect on our cash flow and financial condition.

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The Chief Executive of the United Kingdom Financial Conduct Authority has announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR after 2021 (“FCA Announcement”). The FCA Announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021 and, based on the foregoing, it appears likely that LIBOR will be discontinued or modified by 2021. It is not possible to predict the effect the FCA Announcement, any discontinuation, modification or other reforms to LIBOR or the establishment of alternative reference rates may have on LIBOR. Furthermore, the use of alternative reference rates or other reforms could cause the interest rate calculated for our borrowings that have an interest rate that varies with LIBOR to be materially different than expected.

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USE OF PROCEEDS

The exchange offers are intended to satisfy the Issuer’s obligations under the registration rights agreements entered into in connection with the issuance of the Original Notes. We will not receive any proceeds from the issuance of Exchange Notes in connection with the exchange offers. In consideration for issuing the Exchange Notes, the Issuer will receive the Original Notes from you in like principal amount. The Original Notes surrendered in exchange for the Exchange Notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the Exchange Notes will not result in any change in our indebtedness other than to the extent that we incur any indebtedness in connection with the payment of expenses to be incurred in connection with the exchange offers, including the fees and expenses of the exchange agent and accounting and legal fees.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial data. As a result of the KapStone Acquisition, WestRock Company became the direct parent of WRKCo and the successor registrant pursuant to Rule 12g-3(c) under the Exchange Act. As a result, the historical consolidated financial statements of WRKCo for periods prior to the KapStone Acquisition (including the fiscal year ended September 30, 2018) are considered to be the historical financial statements of WestRock Company also. RockTenn was the accounting acquirer in the Combination (as defined in the 2018 10-K); therefore, the historical consolidated financial statements of RockTenn for periods prior to the Combination are considered to be the historical financial statements of WestRock and thus WestRock’s consolidated financial statements for the fiscal year ended September 30, 2015 reflect RockTenn’s consolidated financial statements for the period from October 1, 2014 through June 30, 2015, and WestRock’s thereafter. We derived the selected consolidated statement of operations data and selected consolidated statements of cash flows data for the years ended September 30, 2018, 2017 and 2016 and the selected consolidated balance sheet data as of September 30, 2018 and 2017 from the audited consolidated financial statements of WRKCo incorporated by reference in this prospectus. We derived the selected consolidated statements of operations data and selected consolidated statements of cash flows data for the year ended September 30, 2015 and 2014 and the selected consolidated balance sheet data as of September 30, 2016 and 2015 from the audited consolidated financial statements of WRKCo not included or incorporated by reference in this prospectus. We derived the selected consolidated balance sheet data as of September 30, 2014, from audited consolidated financial statements of RockTenn not included or incorporated by reference in this prospectus. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements and the notes thereto in the 2018 10-K, incorporated by reference in this prospectus, and other financial information included and incorporated by reference in this prospectus.

	Year Ended September 30,
(in millions, except per share amounts)	2014		2015		2016			2017		2018
Net sales	$	9,895.1	$	11,124.8	$	14,171.8		$	14,859.7	$	16,285.1
Multiemployer pension withdrawals (1)	$	—	$	—	$	—		$	—	$	184.2
Pension risk transfer expense (2)	$	—	$	—	$	370.7		$	—	$	—
Pension lump sum settlement and retiree medical curtailment, net (3)	$	47.9	$	11.5	$	—		$	32.6	$	—
Land and Development impairments (4)	$	—	$	—	$	—		$	46.7	$	31.9
Restructuring and other costs (5)	$	55.6	$	140.8	$	366.4		$	196.7	$	105.4
Gain on sale of HH&B (6)	$	—	$	—	$	—		$	192.8	$	—
Income from continuing operations (7)	$	483.8	$	501.2	$	154.8		$	698.6	$	1,909.3
Income (loss) from discontinued operations (net of tax) (8)	$	—	$	10.6	$	(544.7	)	$	—	$	—
Net income (loss) attributable to common stockholders	$	479.7	$	507.1	$	(396.3	)	$	708.2	$	1,906.1
Diluted earnings per share from continuing operations	$	3.29	$	2.87	$	0.59		$	2.77	$	7.34
Diluted earnings (loss) per share from discontinued operations	$	—	$	0.06	$	(2.13	)	$	—	$	—
Diluted earnings (loss) per share attributable to common stockholders	$	3.29	$	2.93	$	(1.54	)	$	2.77	$	7.34
Diluted weighted average shares outstanding		146.0		173.3		257.9			255.7		259.8
Dividends paid per common share	$	0.70	$	1.20	$	1.50		$	1.60	$	1.72
Book value per common share	$	30.76	$	45.34	$	38.75		$	40.64	$	45.24
Total assets	$	11,039.7	$	25,372.4	$	23,038.2		$	25,089.0	$	25,360.5
Current portion of debt	$	132.6	$	63.7	$	292.9		$	608.7	$	740.7
Long-term debt due after one year	$	2,852.1	$	5,558.2	$	5,496.3		$	5,946.1	$	5,674.5

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	Year Ended September 30,
(in millions, except per share amounts)	2014		2015			2016		2017		2018
Total debt	$	2,984.7	$	5,621.9		$	5,789.2	$	6,554.8	$	6,415.2
Total stockholders’ equity	$	4,306.8	$	11,651.8		$	9,728.8	$	10,342.5	$	11,469.4
Net cash provided by operating activities	$	1,151.8	$	1,203.6		$	1,688.4	$	1,900.5	$	2,420.9
Capital expenditures	$	534.2	$	585.5		$	796.7	$	778.6	$	999.9
Cash paid (received) for purchase of businesses, net of cash acquired	$	474.4	$	(3.7	)	$	376.4	$	1,588.5	$	239.9
Cash received in merger	$	—	$	265.7		$	—	$	—	$	—
Purchases of common stock	$	236.3	$	336.7		$	335.3	$	93.0	$	195.1
Purchases of common stock – merger related	$	—	$	667.8		$	—	$	—	$	—
Cash dividends paid to WestRock Company stockholders	$	101.1	$	214.5		$	380.7	$	403.2	$	440.9

(1) In fiscal 2018, we recorded an estimated withdrawal liability of $180.0 million to withdraw from PIUMPF and $4.2 million to withdraw from the Central States, Southeast and Southwest Areas Pension Fund. See “Note 4. Retirement Plans—Multiemployer Plans” of the Notes to Consolidated Financial Statements in the 2018 10-K for additional information.

(2) In fiscal 2016, we used plan assets to settle $2.5 billion of pension obligations of the WestRock Company Consolidated Pension Plan (the “Plan”) by purchasing group annuity contracts from the Prudential Insurance Company of America, a subsidiary of Prudential Financial, Inc. (“Prudential”). This transaction transferred payment responsibility to Prudential for retirement benefits owed to approximately 35,000 U.S. retirees and their beneficiaries. As a result, we recorded a non-cash charge of $370.7 million pre-tax. See “Note 4. Retirement Plans” of the Notes to Consolidated Financial Statements in the 2018 10-K for additional information.

(3) In fiscal 2017, lump sum payments to certain beneficiaries of the Plan, together with several one-time severance benefit payments out of the Plan, triggered pension settlement accounting and a remeasurement of the Plan. As a result of settlement accounting, we recognized as a current period expense a pro-rata portion of the unamortized net actuarial loss, after remeasurement, and recorded a $32.6 million non-cash charge to its earnings. In fiscal 2015, payments were made to former employees to partially settle obligations of one of our qualified defined benefit pension plans and we recorded a non-cash pre-tax charge of $20.0 million. In addition, changes in retiree medical coverage for certain employees covered by the USW master agreement resulted in the recognition of an $8.5 million pre-tax curtailment gain. These two items netted to an $11.5 million pre-tax charge. In fiscal 2014, we completed the first phase of our previously announced lump sum pension settlement to certain eligible former employees and recorded a pre-tax charge of $47.9 million. See “Note 4. Retirement Plans” of the Notes to Consolidated Financial Statements in the 2018 10-K for additional information.

(4) In fiscal 2018, we recorded a $31.9 million pre-tax non-cash impairment of certain mineral rights and real estate. The $23.6 million impairment of mineral rights was driven by the non-renewal of a lease, and the other $8.3 million was recorded to write-down the carrying value on real estate projects. Similarly, in fiscal 2017, we recorded a pre-tax non-cash real estate impairment of $46.7 million, or $39.7 million net of $7.0 million of noncontrolling interest. Due to the accelerated monetization strategy in the Land and Development segment, the real estate impairments in both years were recorded to write-down the carrying value on projects where the projected sales proceeds were less than the carrying value.

(5) Costs recorded in each period are not comparable since the timing and scope of the individual actions vary. The restructuring and other costs exclude the Specialty Chemicals costs, which are included in discontinued operations in fiscal 2016. See “Note 3. Restructuring and Other Costs” of the Notes to Consolidated Financial Statements in the 2018 10-K for additional information regarding the type of costs incurred.

(6) On April 6, 2017, we completed the sale of HH&B. In fiscal 2017, we recorded a pre-tax gain on the sale of HH&B of $192.8 million. See “Note 1. Description of Business and Summary of Significant Accounting Policies—Description of Business” of the Notes to Consolidated Financial Statements in the 2018 10-K for additional information.

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(7) Income from continuing operations was impacted by the sale of HH&B, restructuring and other costs, the Land and Development impairments, multiemployer pension withdrawals, the pension lump sum settlements and pension risk transfer as identified in the table above for the respective years. In December 2017, the U.S. Government enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). Income from continuing operations in fiscal 2018 included an income tax benefit of $1,128.8 million related to the Tax Act. See “Note 5. Income Taxes—Impacts of the Tax Act” of the Notes to Consolidated Financial Statements in the 2018 10-K for additional information. Income from continuing operations in fiscal 2017 was reduced by $26.5 million pre-tax for the expensing of inventory stepped-up in purchase accounting, primarily related to the acquisition of MPS, and income from continuing operations in fiscal 2015 was reduced by $64.7 million pre-tax for the expensing of inventory stepped-up in purchase accounting, primarily related to the Combination. Income from continuing operations in fiscal 2015 and 2014 was increased as a result of a reduction of cost of goods sold of $6.7 million and $32.3 million pre-tax, respectively, due to the recording of additional value of spare parts at our containerboard mills acquired in the May 27, 2011 acquisition of Smurfit-Stone, in a stock purchase.

(8) Loss from discontinued operations, net of tax in fiscal 2016 included a $478.3 million pre-tax goodwill impairment charge and $101.1 million pre-tax customer list impairment charge associated with our former Specialty Chemicals operations. See “Note 7. Discontinued Operations” of the Notes to Consolidated Financial Statements in the 2018 10-K for additional information. Income from discontinued operations, net of tax in fiscal 2015 was reduced by $8.2 million pre-tax for the expensing of inventory stepped-up in purchase accounting, net of related last-in first-out inventory valuation method impact.

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THE EXCHANGE OFFERS

Purpose of the Exchange Offers; Registration Rights

In connection with the sale of the Original 2024 Notes and Original 2027 Notes, the Issuer entered into a registration rights agreement with the initial purchasers, under which the Issuer agreed to use commercially reasonable efforts to cause to be filed and have declared effective an exchange offer registration statement under the Securities Act and to consummate an exchange offer for each series of such Notes. In connection with the sale of the Original 2025 Notes and Original 2028 Notes, the Issuer entered into a registration rights agreement with the initial purchasers, under which the Issuer agreed to use commercially reasonable efforts to cause to be filed and have declared effective an exchange offer registration statement under the Securities Act and to consummate an exchange offer for each series of such Notes. Additionally, in connection with the sale of the Original 2026 Notes and Original 2029 Notes, the Issuer entered into a registration rights agreement with the initial purchasers, under which the Issuer agreed to use commercially reasonable efforts to cause to be filed and have declared effective an exchange offer registration statement under the Securities Act and to consummate an exchange offer for each series of such Notes. The exchange offers are being made pursuant to the registration rights agreements to satisfy the Issuer’s obligations under those agreements.

We are making the exchange offers in reliance on the position of the SEC as described in previous no-action letters issued to third parties. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of Exchange Notes who exchanges Original Notes for Exchange Notes in the exchange offers generally may offer the Exchange Notes for resale, sell the Exchange Notes and otherwise transfer the Exchange Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. The preceding sentence does not apply, however, to a holder who is an “affiliate” of the Issuer or any of the Guarantors, as defined in Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the Exchange Notes only if the holder acknowledges that the holder is acquiring the Exchange Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act. The Issuer has agreed that it will make this prospectus available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of: (i) 180 days from the date on which this registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See “Plan of Distribution.”

Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of Exchange Notes.

The exchange offers are not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the exchange offers or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Under the circumstances set forth below, we will, at our expense, (a) cause to be filed with the SEC a shelf registration statement covering resales of the Original Notes of the applicable series and use our commercially

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reasonable efforts to cause the shelf registration statement to be declared effective within 30 days of the date the obligation to file a shelf registration statement arose and (b) use our commercially reasonable efforts to keep the shelf registration statement effective until the earlier of the first anniversary of the effective date of the shelf registration statement and the date all Original Notes covered by the shelf registration statement have been sold as contemplated in the shelf registration statement, with certain exceptions. These circumstances include if:

• changes in law or in applicable interpretations thereof by the staff of the SEC do not permit us to effect the exchange offers;

• the applicable exchange offer is not consummated by March 1, 2019, with respect to the Original 2024 Notes and the Original 2027 Notes, by September 1, 2019, with respect to the Original 2025 Notes and the Original 2028 Notes and by June 1, 2020 with respect to the Original 2026 Notes and the Original 2029 Notes;

• under certain circumstances, the initial purchasers so request;

• any holder notifies the Issuer that it (i) is not eligible to participate in the applicable exchange offer, (ii) may not resell the Exchange Notes without delivering a prospectus and this prospectus is not appropriate or available or (iii) is a broker-dealer and holds Original Notes acquired directly from the Issuer or one of its affiliates; or

• any initial purchaser notifies the Issuer that it will not receive Exchange Notes in exchange for Original Notes constituting any portion of such initial purchaser’s unsold allotment.

We will, in the event of the filing of the shelf registration statement, provide to each holder of the Original Notes of the applicable series copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the Original Notes of such series. A holder of Original Notes that sells its Original Notes pursuant to the shelf registration statement generally (1) will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, (2) will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and (3) will be bound by the provisions of the applicable registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations thereunder). In addition, each holder of the Original Notes will be required to deliver information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the applicable registration rights agreement to have their Original Notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages described in the following paragraph.

In the event that we do not consummate the applicable exchange offer by March 1, 2019, with respect to the Original 2024 Notes or the Original 2027 Notes, by September 1, 2019, with respect to the Original 2025 Notes or the Original 2028 Notes or by June 1, 2020 with respect to the Original 2026 Notes and the Original 2029 Notes, or that we fail to comply with our obligation to file a shelf registration statement, if required by the applicable registration rights agreement, the interest rate borne by the applicable series of Original Notes will be increased by one quarter of one percent per annum for the first 90 day period and thereafter it will be increased by an additional one quarter of one percent per annum for each 90 day period that elapses; provided that the aggregate increase in such annual interest rate may in no event exceed one half of one percent, until (a) the exchange offer registration statement has been declared effective and consummated and (b) the shelf registration statement (if required) is declared effective. Upon the cure of all of the registration defaults set forth above, the interest rate borne by the Notes of such series will be reduced to the original interest rate if we are otherwise in compliance with this paragraph; provided, however, that if, after any such reduction in interest rate, certain events occur with respect to a different registration default, the interest rate on the applicable series of Notes may again be increased pursuant to the foregoing provisions.

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This summary of certain provisions of the registration rights agreements does not purport to be complete and is subject to, and is qualified in its entirety by, the complete provisions of the registration rights agreements, each of which is incorporated by reference in this prospectus.

Terms of the Exchange Offers

The Issuer is offering to exchange the unregistered Original 2024 Notes for an equivalent amount of the Exchange 2024 Notes, which have been registered under the Securities Act, the unregistered Original 2025 Notes for an equivalent amount of the Exchange 2025 Notes, which have been registered under the Securities Act, the unregistered Original 2026 Notes for an equivalent amount of the Exchange 2026 Notes, which have been registered under the Securities Act, the unregistered Original 2027 Notes for an equivalent amount of the Exchange 2027 Notes, which have been registered under the Securities Act, the unregistered Original 2028 Notes for an equivalent amount of the Exchange 2028 Notes, which have been registered under the Securities Act and the unregistered Original 2029 Notes for an equivalent amount of the Exchange 2029 Notes, which have been registered under the Securities Act. As of the date of this prospectus, $500,000,000 aggregate principal amount of Original 2024 Notes, $600,000,000 aggregate principal amount of Original 2025 Notes, $750,000,000 aggregate principal amount of Original 2026 Notes, $500,000,000 aggregate principal amount of Original 2027 Notes, $600,000,000 aggregate principal amount of Original 2028 Notes and $750,000,000 aggregate principal amount of Original 2029 Notes are outstanding.

Upon the terms and subject to the conditions of the exchange offers set forth in this prospectus and the accompanying letter of transmittal, we will accept any and all Original Notes validly tendered prior to 12:00 a.m. (midnight), New York time, on the expiration date. Promptly after the expiration date (unless extended as described in this prospectus), the Issuer will issue Exchange Notes for a like principal amount of outstanding Original Notes tendered and accepted in connection with the exchange offers. The Exchange Notes issued in connection with the exchange offers will be delivered promptly after the expiration date. Holders may tender some or all of their Original Notes in connection with the exchange offers, but only in principal amounts of $2,000 or integral multiples of $1,000 in excess thereof.

The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes. The Exchange Notes will evidence the same debt as the Original Notes, and will be issued under the same indentures and be entitled to the same benefits under the indentures as the Original Notes of the applicable series being exchanged.

Except as described under “Book-Entry, Delivery and Form,” Exchange Notes will be issued in the form of a global note registered in the name of the Depository Trust Company (“DTC”) or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC. See “Book-Entry, Delivery and Form.”

Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the exchange offers. We intend to conduct the exchange offers in accordance with the applicable requirements of Regulation 14E under the Exchange Act. Original Notes that are not tendered for exchange or are tendered but not accepted in connection with the exchange offers will remain outstanding and be entitled to the benefits of the applicable indenture governing such Notes, but certain registration and other rights under the applicable registration rights agreement will terminate and holders of the Original Notes will generally not be entitled to any registration rights under the applicable registration rights agreement. See “—Consequences of Failure to Properly Tender Original Notes in the Exchange Offers.”

We shall be considered to have accepted validly tendered Original Notes if and when we have given oral (to be followed by prompt written notice) or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us.

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If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes, without expense, to the tendering holder promptly after the expiration date for the exchange offers.

Holders who tender Original Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in connection with the exchange offers. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offers. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The expiration date for each of the exchange offers is 12:00 a.m. (midnight), New York City time, on February 13, 2019, unless we extend the expiration date for any exchange offer. We may extend this expiration date for any exchange offer in our sole discretion. If we so extend the expiration date for any exchange offer, the term “expiration date” for such exchange offer shall mean the latest date and time to which we extend such exchange offer.

We reserve the right in our sole discretion:

• to, prior to the expiration date, delay accepting any Original Notes;

• to extend any exchange offer;

• to terminate any exchange offer if, in our reasonable judgment, any of the conditions described below under “—Conditions to the Exchange Offers” shall not have been satisfied or waived; or

• to amend the terms of the exchange offers in any way we determine.

We will give oral or written notice of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, oral or written notice regarding any delay in acceptance, extension or termination of the offer to the registered holders of Original Notes. If we amend any exchange offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of Original Notes of the applicable series of the amendment or waiver, and extend the offer if required by law.

If we materially change the terms of an exchange offer or the information concerning an exchange offer, or if we waive a material condition of an exchange offer, we will extend such exchange offer to the extent required by (i) Exchange Act Rule 13e-4(e)(3) or (ii) Securities Act Rule 162(a)(2). Rule 13e-4(e)(3) requires that if a material change occurs in the information published, sent or given to security holders, we must disseminate promptly disclosure of the change in a manner reasonably calculated to inform security holders of the change. In a registered securities offering such as the exchange offers, the offer must remain open from the date that material changes to the exchange offer materials are disseminated to security holders, as follows:

(i) five business days for a prospectus supplement containing a material change other than price or share levels;

(ii) ten business days for a prospectus supplement containing a change in price, the amount of securities sought, the dealer’s soliciting fee, or other similarly significant change;

(iii) ten business days for a prospectus supplement included as part of a post-effective amendment; and

(iv) twenty business days for a revised prospectus when the initial prospectus was materially deficient.

We intend to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the exchange offers by making a timely release through an appropriate news agency.

If we delay accepting any Original Notes or terminate any exchange offer, we promptly will pay the consideration offered, or return any Original Notes deposited, pursuant to such exchange offer as required by Rule 14e-1(c).

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Interest on the Exchange Notes

Interest on the Exchange Notes will accrue at a rate of 3.000% per year in the case of the Exchange 2024 Notes, 3.750% per year in the case of the Exchange 2025 Notes, 4.650% per year in the case of the Exchange 2026 Notes, 3.375% per year in the case of the Exchange 2027 Notes, 4.000% per year in the case of the Exchange 2028 Notes and 4.900% per year in the case of the Exchange 2029 Notes, in each case from the most recent date to which interest on the respective Original Notes has been paid. Interest on each series of Notes is payable semi-annually in cash in arrears on March 15 and September 15.

Conditions to the Exchange Offers

Notwithstanding any other term of the exchange offers, we will not be required to accept for exchange, or to exchange any Exchange Notes for, any Original Notes and may terminate any or all of the exchange offers as provided in this prospectus before the acceptance of the Original Notes, if prior to the expiration date:

• any law, statute, rule or regulation shall have been proposed, adopted or enacted, or interpreted in a manner, which, in our reasonable judgment, would impair our ability to proceed with the exchange offers;

• any action or proceeding is instituted or threatened in any court or by or before the SEC or any other governmental agency with respect to the exchange offers which, in our reasonable judgment, would impair our ability to proceed with the exchange offers;

• we have not obtained any governmental approval which we, in our reasonable judgment, consider necessary for the completion of the exchange offers as contemplated by this prospectus;

• any change, or any condition, event or development involving a prospective change, shall have occurred or be threatened in the general economic, financial, currency exchange or market conditions in the United States or elsewhere that, in our reasonable judgment, would impair our ability to proceed with the exchange offers;

• any other change or development, including a prospective change or development, that, in our reasonable judgment, has or may have a material adverse effect on us, the market price of the Exchange Notes or the Original Notes or the value of the exchange offers to us; or

• there shall have occurred (i) any suspension or limitation of trading in securities generally on the any national securities exchange or the over-the-counter market; (ii) a declaration of a banking moratorium by United States Federal or New York authorities; or (iii) a commencement or escalation of a war or armed hostilities involving or relating to a country where we do business or other international or national emergency or crisis directly or indirectly involving the United States.

The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our sole discretion in whole or in part at any time and from time to time prior to the expiration date. The failure by us at any time to exercise any of the above rights shall not constitute a waiver of such right, and such right shall be considered an ongoing right which we may assert at any time and from time to time.

If we determine in our reasonable judgment that any of the events listed above has occurred, we may, subject to applicable law:

• refuse to accept any Original Notes and promptly return all tendered Original Notes to the tendering holders and terminate any or all of the exchange offers;

• extend any or all of the exchange offers and retain all Original Notes tendered before the expiration of the exchange offers, subject, however, to the rights of holders to withdraw those Original Notes (see “—Withdrawal of Tenders”); or

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• waive unsatisfied conditions relating to any or all of the exchange offers and accept all properly tendered Original Notes which have not been withdrawn. If this waiver constitutes a material change to any or all of the exchange offers, we will promptly disclose the waiver in a manner reasonably calculated to inform the holders of Original Notes of the waiver, and extend the offer if required by law.

Any determination by us concerning the above events will be final and binding.

Procedures for Tendering

The tender by a holder of Original Notes, as set forth below, and our acceptance of the Original Notes will constitute a binding agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

Unless the tender is being made in book-entry form, to tender in the exchange offers, a holder must:

• complete, sign and date the letter of transmittal, or a facsimile of it;

• have the signatures guaranteed if required by the letter of transmittal; and

• mail or otherwise deliver the signed letter of transmittal or the signed facsimile, the Original Notes and any other required documents to the exchange agent prior to 12:00 a.m. (midnight), New York City time, on the expiration date.

Any financial institution that is a participant in DTC’s system may make book-entry delivery of the Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s DTC account in accordance with DTC’s electronic Automated Tender Offer Program procedures for such transfer. The confirmation of such book-entry transfer will include an agent’s message stating that DTC has received an express acknowledgment from the participant in DTC tendering the Original Notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the terms of the letter of transmittal against such participant. A tender of Original Notes through a book-entry transfer into the exchange agent’s account will only be effective if an agent’s message or the letter of transmittal with any required signature guarantees and any other required documents are transmitted to and received or confirmed by the exchange agent at the address set forth below under the caption “—Exchange Agent,” prior to 12:00 a.m. (midnight), New York City time, on the expiration date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent.

The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or Original Notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

Any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the owner must, prior to completing and executing the letter of transmittal and delivery of such owner’s Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

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A signature on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the Original Notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantee must be by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each such entity, an “eligible institution”).

If the letter of transmittal is signed by a person other than the registered holder of any Original Notes, the Original Notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

If the letter of transmittal or any Original Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Original Notes in our sole discretion and our determination shall be final and binding on all parties. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular Original Notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offers (including the instructions in the letter of transmittal) will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within a time period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of Original Notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give such notification. Tenders of Original Notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right, as set forth above under the caption “—Conditions to the Exchange Offers,” to terminate any or all of the exchange offers. By tendering, each holder represents and acknowledges to us, among other things, that:

• it has full power and authority to tender, exchange, sell, assign and transfer the Original Notes it is tendering and that we will acquire good, marketable and unencumbered title to the Original Notes, free and clear of all security interests, liens, restrictions, charges and encumbrances or other obligations relating to their sale or transfer and not subject to any adverse claim when the Original Notes are accepted by us;

• the Exchange Notes acquired in connection with the exchange offers are being obtained in the ordinary course of business of the person receiving the Exchange Notes;

• it has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes it will receive in the exchange offers;

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• it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Issuer or any of the Guarantors; and

• if the holder is a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, and that it will receive Exchange Notes for its own account in exchange for Original Notes that were acquired by such broker-dealer as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Withdrawal of Tenders

Tenders of Original Notes may be withdrawn at any time prior to 12:00 a.m. (midnight), New York City time, on the expiration date. In addition, if we have not accepted for payment the Original Notes you have tendered to us, you may also withdraw your Original Notes at any time after 12:00 a.m. (midnight), New York City time, on March 14, 2019, the 40th business day following the commencement of the exchange offers.

To withdraw a tender of Original Notes in connection with the exchange offers, a written notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 12:00 a.m. (midnight), New York City time, on the expiration date. Any such notice of withdrawal must:

• specify the name of the person who deposited the Original Notes to be withdrawn;

• identify the Original Notes to be withdrawn (including the certificate number(s), if any, and principal amount of such Original Notes);

• be signed by the depositor in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Original Notes into the name of the person withdrawing the tender; and

• specify the name in which any such Original Notes are to be registered, if different from that of the depositor.

If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Notes or otherwise comply with DTC’s procedures.

We will determine in our sole discretion all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices and our determination shall be final and binding on all parties. Any Original Notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offers, and no Exchange Notes will be issued unless the Original Notes withdrawn are validly re-tendered. Any Original Notes which have been tendered but which are not accepted for exchange or which are withdrawn will be returned to the holder without cost to such holder promptly after withdrawal, rejection of tender or termination of the exchange offers. Properly withdrawn Original Notes may be re-tendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

We have appointed The Bank of New York Mellon Trust Company, N.A. as exchange agent in connection with the exchange offers. The Bank of New York Mellon Trust Company, N.A. also acts as trustee under the indentures governing the Notes. Questions and requests for assistance, as well as requests for additional copies of this prospectus or of the letter of transmittal, should be directed to the exchange agent at its offices at The Bank of New York Mellon Trust Company, N.A., as Exchange Agent, c/o The Bank of New York Mellon Corporation, Issuer & Loan Services / CSD – Reorg, 111 Sanders Creek Parkway, East Syracuse, NY 13057, Attention: Eric Herr. The exchange agent’s telephone number is (315) 414-3362, facsimile number is (732) 667-9408 and email is eric.herr@bnymellon.com.

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DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

We have not retained any dealer-manager in connection with the exchange offers and we will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offers. We will pay certain other expenses to be incurred in connection with the exchange offers, including the fees and expenses of the exchange agent and certain accountant and legal fees.

Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes. If, however, Exchange Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Notes tendered; tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal; or a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the exchange offers, then the tendering holder must pay the amount of any transfer taxes due, whether imposed on the registered holder or any other persons. If the tendering holder does not submit satisfactory evidence of payment of these taxes or exemption from them with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The Exchange Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes related to the exchange offers. We will record the expenses of the exchange offers as incurred.

Consequences of Failure to Properly Tender Original Notes in the Exchange Offers

Issuance of the Exchange Notes in exchange for the Original Notes under the exchange offers will be made only after timely receipt by the exchange agent of a properly completed and duly executed letter of transmittal (or an agent’s message from DTC) and the certificate(s) representing such Original Notes (or confirmation of book-entry transfer), and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for Exchange Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange or waive any such defects or irregularities. Original Notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offers, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the exchange offers, certain registration rights under the registration rights agreements will terminate.

In the event the exchange offers are completed, the Issuer generally will not be required to register the remaining Original Notes, subject to limited exceptions. Remaining Original Notes will continue to be subject to the following restrictions on transfer:

• the remaining Original Notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if such registration is not required by law; and

• the remaining Original Notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not currently anticipate that we will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with the exchange offers, any trading

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market for remaining Original Notes could be adversely affected. See “Risk Factors—Risks Relating to the Exchange Offers—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.”

Neither we nor our board of directors make any recommendation to holders of Original Notes as to whether to tender or refrain from tendering all or any portion of their Original Notes pursuant to the exchange offers. Moreover, no one has been authorized to make any such recommendation. Holders of Original Notes must make their own decision whether to tender pursuant to the exchange offers and, if so, the aggregate amount of Original Notes to tender, after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

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DESCRIPTION OF NOTES

The Issuer issued the Original 2024 Notes, the Original 2025 Notes, the Original 2027 Notes and the Original 2028 Notes and will issue the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes under an Indenture, dated as of August 24, 2017 (the “Base 2017 Indenture”), by and among WRKCo Inc. (formerly known as WestRock Company, the “Issuer”), WestRock MWV, LLC (“WRK MWV”), WestRock RKT, LLC (formerly known as WestRock RKT Company, “WRK RKT” and, together with WRK MWV, the “Subsidiary Guarantors” and each a “Subsidiary Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as trustee, (the Base 2017 Indenture, as supplemented from time to time, the “2017 Indenture”). The Issuer issued the Original 2026 Notes and the Original 2029 Notes and will issue the Exchange 2026 Notes and the Exchange 2029 Notes under an Indenture, dated as of December 3, 2018 (the “Base 2018 Indenture”), by and among the Issuer, the Subsidiary Guarantors, WestRock Company (“Parent”, and together with the Subsidiary Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the Base 2018 Indenture, as supplemented from time to time, the “2018 Indenture” and, together with the 2017 Indenture, the “Indentures” and each an “Indenture”).

We refer to the Original 2024 Notes and the Exchange 2024 Notes together as the “2024 Notes,” the Original 2025 Notes and the Exchange 2025 Notes together as the “2025 Notes,” the Original 2026 Notes and the Exchange 2026 Notes as the “2026 Notes”, the Original 2027 Notes and the Exchange 2027 Notes together as the “2027 Notes,” the Original 2028 Notes and the Exchange 2028 Notes together as the “2028 Notes” and the Original 2029 Notes and the Exchange 2029 Notes as the “2029 Notes”. We refer to the 2024 Notes, the 2025 Notes, the 2026 Notes, the 2027 Notes, the 2028 Notes and the 2029 Notes together as the “notes.” As used below in this “Description of Notes” references to the “Issuer,” “we,” “our,” or “us” refer to WRKCo Inc. and not its parent or any of its subsidiaries.

Any Original Notes of a series that remain outstanding after completion of each of the exchange offers, together with the Exchange Notes of such series issued in the exchange offers, will be treated as a single class of securities under the applicable Indenture. The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.

Unless the context otherwise requires, references in this “Description of Notes” include the Original Notes issued to the initial purchasers in private transactions that were not subject to the Securities Act and the Exchange Notes offered hereby which have been registered under the Securities Act.

The terms of the notes will include those stated in the applicable Indenture and those made part of the applicable Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the notes and the Indentures and is not a complete description thereof and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the applicable Indenture and the notes and those terms made part of the applicable Indenture by the Trust Indenture Act. We urge you to read the Indentures because they, and not this description, define your rights as holders of the notes. Copies of the Indentures are available upon written request to us as described in the section “Where You Can Find More Information.”

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the applicable Indenture.

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2024 Notes, 2025 Notes, 2027 Notes and 2028 Notes

General

The 2017 Indenture permits us to issue an unlimited amount of debt securities in one or more series. We refer to the 2024 Notes, 2025 Notes, 2027 Notes and the 2028 Notes in this section as the “notes.” We issued the 2024 Original Notes, the 2025 Original Notes, the 2027 Original Notes and the 2029 Original Notes and will issue the 2024 Exchange Notes, the 2025 Exchange Notes, the 2027 Exchange Notes and 2028 Exchange Notes as separate series of debt securities under the same 2018 Indenture.

We may, without notice to or the consent of the holders of the 2024 Notes, issue additional notes having identical terms as the 2024 Notes, other than, as determined by the Issuer, the date of issuance, issue price, initial interest payment date and amount of interest payable on the initial interest payment date applicable thereto and any relevant transfer restrictions or registration rights. Subject to certain exceptions, any such additional notes will be part of the same series as the 2024 Notes and will be treated as one class with the 2024 Notes, including for purposes of waivers, amendments and redemptions.

We may, without notice to or the consent of the holders of the 2025 Notes, issue additional notes having identical terms as the 2025 Notes, other than, as determined by the Issuer, the date of issuance, issue price, initial interest payment date and amount of interest payable on the initial interest payment date applicable thereto and any relevant transfer restrictions or registration rights. Subject to certain exceptions, any such additional notes will be part of the same series as the 2025 Notes and will be treated as one class with the 2025 Notes, including for purposes of waivers, amendments and redemptions.

We may, without notice to or the consent of the holders of the 2027 Notes, issue additional notes having identical terms as the 2027 Notes, other than, as determined by the Issuer, the date of issuance, issue price, initial interest payment date and amount of interest payable on the initial interest payment date applicable thereto and any relevant transfer restrictions or registration rights. Subject to certain exceptions, any such additional notes will be part of the same series as the 2027 Notes and will be treated as one class with the 2027 Notes, including for purposes of waivers, amendments and redemptions.

We may, without notice to or the consent of the holders of the 2028 Notes, issue additional notes having identical terms as the 2028 Notes, other than, as determined by the Issuer, the date of issuance, issue price, initial interest payment date and amount of interest payable on the initial interest payment date applicable thereto and any relevant transfer restrictions or registration rights. Subject to certain exceptions, any such additional notes will be part of the same series as the 2028 Notes and will be treated as one class with the 2028 Notes, including for purposes of waivers, amendments and redemptions.

The 2024 Notes will bear interest at the rate of 3.000% per annum. The 2024 Notes will mature on September 15, 2024. Interest on the 2024 Notes will be payable semiannually on March 15 and September 15 of each year to the persons in whose names the 2024 Notes are registered at the close of business on March 1 or September 1, as the case may be (whether or not any such date is a business day, as that term is defined in the 2017 Indenture), next preceding such interest payment date. The 2024 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

The 2025 Notes will bear interest at the rate of 3.750% per annum. The 2025 Notes will mature on March 15, 2025. Interest on the 2025 Notes will be payable semiannually on March 15 and September 15 of each year to the persons in whose names the 2025 Notes are registered at the close of business on March 1 or September 1, as the case may be (whether or not any such date is a business day, as that term is defined in the 2017 Indenture), next preceding such interest payment date. The 2025 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

The 2027 Notes will bear interest at the rate of 3.375% per annum. The 2027 Notes will mature on September 15, 2027. Interest on the 2027 Notes will be payable semiannually on March 15 and September 15 of

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each year to the persons in whose names the 2027 Notes are registered at the close of business on March 1 or September 1, as the case may be (whether or not any such date is a business day, as that term is defined in the 2017 Indenture), next preceding such interest payment date. The 2027 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

The 2028 Notes will bear interest at the rate of 4.000% per annum. The 2028 Notes will mature on March 15, 2028. Interest on the 2028 Notes will be payable semiannually on March 15 and September 15 of each year to the persons in whose names the 2028 Notes are registered at the close of business on March 1 or September 1, as the case may be (whether or not any such date is a business day, as that term is defined in the 2017 Indenture), next preceding such interest payment date. The 2028 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

If any interest payment date, stated maturity date, redemption date or repurchase date is not a Business Day, the payment otherwise required to be made on such date will be made on the next Business Day without any additional payment as a result of such delay.

The notes will not be entitled to the benefit of any sinking fund.

The notes will be issued only in fully registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be payable at the corporate trust office of the paying agent, which initially will be an office or agency of the trustee, or an office or agency maintained by us for such purpose, in the Borough of Manhattan, The City of New York. Notes may be presented for exchange or registration of transfer at the office of the security registrar, which initially will be an office or agency of the trustee.

The Guarantees

As of the issue date of the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes, the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes will be guaranteed on a full, joint and several basis, by the Guarantors that currently guarantee the Original 2024 Notes, the Original 2025 Notes, the Original 2027 Notes and the Original 2028 Notes and our other obligations under the 2017 Indenture. Upon issuance, the Original 2024 Notes, the Original 2025 Notes, the Original 2027 Notes and the Original 2028 Notes and our other obligations under the 2017 Indenture were guaranteed by the Subsidiary Guarantors only. On November 2, 2018, in connection with the consummation of the KapStone Acquisition, WestRock Company became our direct parent and a Guarantor of the notes and our other obligations under the 2017 Indenture. The 2017 Indenture provides that the obligations of each Guarantor under its guarantee of the notes are limited to the maximum amount as will result in the obligations of such Guarantor under its guarantee of the notes not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.

A Subsidiary Guarantor may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving person) any other person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any person, unless:

• the successor or purchaser (if other than us or another Subsidiary Guarantor) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia;

• the successor or purchaser (if other than us or another Subsidiary Guarantor) expressly assumes such Subsidiary Guarantor’s obligations on its guarantee under a supplemental indenture and the performance or observance of every covenant of the Subsidiary Guarantor under the 2017 Indenture;

• immediately after giving effect to the transaction and treating any Debt which becomes the Subsidiary Guarantor’s or any of its subsidiaries’ obligation as a result of such transaction as having been incurred

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by such Subsidiary Guarantor or such subsidiary at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and

• the Subsidiary Guarantor has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating compliance with these provisions.

Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of a Subsidiary Guarantor substantially as an entirety to any person in accordance with the 2017 Indenture, the successor formed by such consolidation or into or with which such Subsidiary Guarantor is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, such Subsidiary Guarantor with the same effect as if it had been named as a Guarantor under the 2017 Indenture, and the predecessor shall be automatically and unconditionally released from all obligations under the 2017 Indenture and its guarantee; provided, however, that in the event of a lease, the predecessor shall not be released from the payment of principal and interest or other obligations on its guarantee.

Under the 2017 Indenture, a Subsidiary Guarantor will be automatically and unconditionally released from its guarantee of the notes and all its obligations under the 2017 Indenture, without any action required on the part of the Issuer, such Subsidiary Guarantor, the trustee or any holder of the notes, upon such Subsidiary Guarantor ceasing to be an obligor (either as issuer or guarantor) in respect of any Capital Markets Debt if after giving effect thereto (and any other substantially concurrent transaction or transactions), such Subsidiary Guarantor is no longer an obligor (either as issuer or guarantor) in respect of any Capital Markets Debt (other than, before giving effect to the release of its guarantee of the notes, the notes). For purposes of this release provision, “Capital Markets Debt” means any debt for borrowed money that (a) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (b) has an aggregate principal amount outstanding of at least $25.0 million.

In addition, if we exercise our defeasance or covenant defeasance option with respect to the notes of a series as described under “—Satisfaction and Discharge of the 2017 Indenture; Defeasance,” each Guarantor will be automatically and unconditionally released from its guarantee of the notes of such series and all its obligations under the 2017 Indenture.

Under the 2017 Indenture, the guarantee of Parent will be automatically released and will terminate upon the merger of Parent with or into the Issuer or a Subsidiary Guarantor, the consolidation of Parent with the Issuer or a Subsidiary Guarantor or the transfer of all or substantially all of the assets of Parent to the Issuer or a Subsidiary Guarantor.

If the guarantee of a Guarantor is released in accordance with the foregoing provisions, upon request of the Issuer or the applicable Guarantor, the trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the trustee without the consent of any holder of the notes.

Ranking

The notes will be our unsecured unsubordinated obligations and will rank equal in right of payment with all of our other existing and future unsubordinated obligations. The notes will be effectively subordinated to our existing and future secured obligations to the extent of the value of the assets securing such obligations. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries that do not guarantee the notes, including trade payables. This means that holders of the notes will have a junior position to the claims of creditors of our direct and indirect subsidiaries that do not guarantee the notes on the assets and earnings of such subsidiaries.

Each guarantee of the notes will be an unsecured unsubordinated obligation of the applicable Guarantor and will rank equal in right of payment with all other existing and future unsubordinated obligations of such

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Guarantor. Each guarantee of the notes will be effectively subordinated to all existing and future secured obligations of the applicable Guarantor to the extent of the value of the assets securing such obligations. Each guarantee will be structurally subordinated to all existing and future indebtedness and other obligations of subsidiaries of the Guarantors that do not guarantee the notes and are not the Issuer, including trade payables. This means that holders of the notes will have a junior position to the claims of creditors of such subsidiaries on the assets and earnings of such subsidiaries.

The 2017 Indenture does not limit the amount of debt that we or our subsidiaries are permitted to incur.

Optional Redemption

2024 Notes

At any time before July 15, 2024 (the date that is two months prior to their maturity date (the “2024 Par Call Date”)), we may redeem the 2024 Notes in whole or in part at a redemption price equal to the greater of:

• 100% of the principal amount of the 2024 Notes being redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2024 Notes that would be due if such 2024 Notes matured on the 2024 Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on or after the 2024 Par Call Date, we may redeem the 2024 Notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2024 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

2025 Notes

At any time before January 15, 2025 (the date that is two months prior to their maturity date (the “2025 Par Call Date”)), we may redeem the 2025 Notes in whole or in part at a redemption price equal to the greater of:

• 100% of the principal amount of the 2025 Notes being redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2025 Notes that would be due if such 2025 Notes matured on the 2025 Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on or after the 2025 Par Call Date, we may redeem the 2025 Notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2025 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

2027 Notes

At any time before June 15, 2027 (the date that is three months prior to their maturity date (the “2027 Par Call Date”)), we may redeem the 2027 Notes in whole or in part at a redemption price equal to the greater of:

• 100% of the principal amount of the 2027 Notes being redeemed; and

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• the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2027 Notes that would be due if such 2027 Notes matured on the 2027 Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on or after the 2027 Par Call Date, we may redeem the 2027 Notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2027 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

2028 Notes

At any time before December 15, 2027 (the date that is three months prior to their maturity date (the “2028 Par Call Date”)), we may redeem the 2028 Notes in whole or in part at a redemption price equal to the greater of:

• 100% of the principal amount of the 2028 Notes being redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2028 Notes that would be due if such 2028 Notes matured on the 2028 Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on or after the 2028 Par Call Date, we may redeem the 2028 Notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2028 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

At least 15 days but not more than 60 days before a redemption date, the Issuer shall give or cause to be given a notice of redemption to each holder whose notes are to be redeemed. Notice of any redemption of notes in connection with a corporate transaction (including any equity offering, an incurrence of indebtedness or a change of control) may, at the Issuer’s discretion, be given prior to the completion thereof and any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date.

For purposes of the foregoing discussion, the following definitions apply:

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York, the city in which the Corporate Trust Office of the trustee is located or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes of the applicable series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes of the applicable series.

“Comparable Treasury Price” means, as determined by the Issuer, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations; or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

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“Independent Investment Banker” means an independent investment banking institution of national standing appointed by us.

“Reference Treasury Dealers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc. (or its respective successors or affiliates which are Primary Treasury Dealers), TD Securities (USA) LLC, HSBC Securities (USA) Inc., a primary U.S. government securities dealer selected by MUFG Securities Americas Inc. (or its respective successors or affiliates which are Primary Treasury Dealers) and Rabo Securities USA, Inc. and their respective successors with respect to the 2024 Notes and 2027 Notes, and means Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC, a primary U.S. government securities dealer selected by MUFG Securities Americas Inc. (or its respective successors or affiliates which are Primary Treasury Dealers), Scotia Capital (USA) Inc., a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc. (or its respective successors or affiliates which are Primary Treasury Dealers) and SunTrust Robinson Humphrey, Inc. and their respective successors with respect to the 2025 Notes and 2028 Notes; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such redemption date (or, in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of the deposit of funds with the trustee).

“Treasury Rate” means, with respect to any redemption date, (1) the yield, which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity, for the maturity corresponding to the Comparable Treasury Issue (or if no maturity is within three months before or after the maturity date of the notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding such redemption date (or in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of deposit of funds with the trustee).

Change of Control Offer

If a Change of Control Triggering Event with respect to a series of notes occurs, unless we have

exercised our right to redeem the notes of such series as described under “—Optional Redemption,” each holder of the notes of such series will have the right to require us to purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such holder’s notes of such series pursuant to the offer described below (a “Change of Control Offer”) at a purchase price equal to 101% of the principal amount of the notes of the applicable series repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase, subject to the rights of holders of notes of such series on the relevant record date to receive interest due on the relevant interest payment date.

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We will be required to send a notice to each holder of the notes of the applicable series by first class mail or by overnight air courier promising next Business Day delivery, in either case prepaid, at its address or, in the case of notes held in book-entry form, by electronic transmission, with a copy to the trustee, within 30 days following the date upon which any Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction that constitutes or may constitute the Change of Control Triggering Event and the purchase date. The purchase date will be at least 30 days but no more than 60 days from the date such notice is given, other than as may be required by law (a “Change of Control Payment Date”). If the notice is given prior to the date of consummation of the Change of Control, the notice will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of the notes electing to have their notes purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

On the Change of Control Payment Date, we will, to the extent lawful:

• accept for payment all properly tendered notes or portions of notes of the applicable series that have not been validly withdrawn;

• deposit with the paying agent the required payment for all properly tendered notes or portions of notes of such series that have not been validly withdrawn; and

• deliver or cause to be delivered to the trustee the repurchased notes of such series, accompanied by an officers’ certificate stating the aggregate principal amount of repurchased notes of such series.

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable, in connection with the repurchase of notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.

We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all of the notes properly tendered and not withdrawn under its offer.

With respect only to the 2025 Notes and 2028 Notes, if 90% or more in principal amount of either series of notes then outstanding has been redeemed or purchased hereunder pursuant to a Change of Control Offer, we may, at our option, on not less than 30 or more than 60 days’ notice to the holders of such series of notes given within 30 days after the relevant Change of Control Payment Date, redeem or purchase (or procure the purchase of) the remaining outstanding notes of such series at 101% of their principal amount plus interest accrued to, but excluding, the date of such redemption or purchase.

The Change of Control Triggering Event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Parent and, thus, the removal of incumbent management. Parent has no present intention to engage in a transaction involving a Change of Control, although it is possible that Parent could decide to do so in the future. As contemplated by the definition of “Change of Control,” Parent could enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the 2017 Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure, the capital structure of Parent or the credit ratings of the notes.

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Restrictions on our ability to incur liens and enter into sale and leaseback transactions are contained in the covenants described under the captions “—Certain Covenants—Restrictions on Liens” and “—Restrictions on Sale and Lease-Back Transactions.” Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a Change of Control Triggering Event, the 2017 Indenture does not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

We may not have sufficient funds to repurchase all the notes upon a Change of Control Triggering Event. Even if we have sufficient funds, we may be prohibited from repurchasing the notes under the terms of our then existing debt instruments. See “Risk Factors—Risks Relating to the Notes—The Issuer may not have the funds to purchase the Notes tendered in connection with a change of control offer as required by the indentures governing the Notes.”

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder with respect to either series of notes to require us to repurchase the notes of the applicable series as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain. In addition, our board of directors may approve, for purposes of such definition, a slate of stockholder-nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a “Change of Control Triggering Event” that would trigger your right to require us to repurchase your notes as described above.

For purposes of the foregoing discussion, the following definitions apply:

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Issuer or one of its subsidiaries;

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Issuer, measured by voting power rather than number of shares;

(3) the Issuer consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Issuer outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of the board of directors of the Issuer cease to be Continuing Directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of the Issuer.

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“Change of Control Triggering Event” means the notes of the applicable series cease to be rated

Investment Grade by both Rating Agencies on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement of the intention to effect any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either Rating Agency has publicly announced that it is considering a possible ratings change), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces or publicly confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from any event or circumstance comprising part of or arising as a result of, or in respect of, such Change of Control or the first public announcement of the intention to effect such Change of Control (whether or not such Change of Control has occurred at the time of the downgrade or withdrawal in ratings). If a Rating Agency (including any successor to, or replacement Rating Agency for, a Rating Agency) is not providing a rating for the notes of such series at the commencement of any Trigger Period, the notes of such series will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the board of directors of the Issuer who:

(1) was a member of such board of directors at the date of the First Supplemental Indenture, dated as of August 24, 2017, with respect to the 2024 Notes and the 2027 Notes and at the date of the Second Supplemental Indenture, dated as of March 6, 2018, with respect to the 2025 Notes and the 2028 Notes; or

(2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P) and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer under the circumstances permitting the Issuer to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of “Rating Agency.”

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its

successors.

“Rating Agency” means each of Moody’s and S&P; provided, that if either of Moody’s or S&P ceases to provide rating services to issuers or investors, the Issuer may appoint a replacement for such Rating Agency.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Certain Covenants

Restrictions on Liens

We will not, and will not cause or permit any of our subsidiaries to, create, suffer to exist, permit, incur or assume any Debt secured by a Mortgage on any of our or our subsidiaries’ Principal Property or any shares of

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Capital Stock of a Domestic Subsidiary that is the direct owner of a Principal Property without equally and ratably securing the notes. However, the foregoing restrictions will not apply to:

(1) Mortgages existing at the date on which the notes are first issued under the 2017 Indenture;

(2) Mortgages on Principal Property or shares of Capital Stock of any person at the time the person becomes our subsidiary (plus subsequent additions and improvements thereto);

(3) Mortgages on Principal Property or shares of Capital Stock existing at the time of the acquisition of such Principal Property or Capital Stock by us or our subsidiary (plus subsequent additions and improvements thereto);

(4) Mortgages to secure the payment of all or any part of the price of acquisition, construction or improvement of Principal Property or Capital Stock by us or our subsidiary, or to secure any Debt or obligation incurred by us or our subsidiary, prior to, at the time of, or within 180 days after, the later of the acquisition or completion of construction, including any improvements on a Principal Property, which Debt or obligation is incurred for the purpose of financing all or any part of the purchase, construction or improvement of such Principal Property;

(5) Mortgages securing any Debt or obligation of any of our subsidiaries owing to us or to another subsidiary;

(6) Mortgages on property or assets (plus subsequent additions and improvements thereto) of a person existing at the time the person is merged into or consolidated with us or our subsidiary or at the time of a sale, conveyance, transfer, lease or other disposition of the properties of a person as an entirety or substantially as an entirety to us or our subsidiary;

(7) Mortgages on property or assets (plus subsequent additions and improvements thereto) of a person existing at the time we merge into or consolidate with this person or at the time of a sale, conveyance, transfer, lease or other disposition of our properties as an entirety or substantially as an entirety to this person;

(8) Mortgages on our or our subsidiaries’ property or assets in favor of the United States or any State thereof or any department, agency or instrumentality or political subdivision thereof, or in favor of any other country or any political subdivision thereof, to secure partial progress, advance or other payments pursuant to any contract, statute, rule or regulation;

(9) Mortgages on our or our subsidiaries’ property or assets securing Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such Mortgages (plus subsequent additions and improvements thereto) or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment;

(10) Mortgages under worker’s compensation laws or similar legislation and Mortgages or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts, other than for the payment of money, or leases to which we or any of our subsidiaries is a party, or to secure our or our subsidiaries’ public or statutory obligations, or in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, pensions, other post-employment benefits, social security or similar matters, or to secure surety, performance, appeal or customs bonds to which we or our subsidiaries are a party;

(11) Mortgages created by or resulting from any litigation or other proceeding that is being contested in good faith by appropriate proceedings, including Mortgages arising out of judgments or awards against us or our subsidiaries with respect to which we or our subsidiaries are in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired;

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Mortgages relating to final unappealable judgment liens which are satisfied within 60 days of the date of judgment; or Mortgages incurred by us or any of our subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or proceeding to which we or our subsidiaries is a party;

(12) Mortgages for taxes or assessments or governmental charges or levies not yet delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; Mortgages comprising landlord’s liens or liens of carriers, warehouseman, mechanics and materialman incurred in the ordinary course of business for sums not yet due and payable or which are being contested in good faith by appropriate proceedings; and any other Mortgages incidental to the conduct of our or our subsidiaries’ business or the ownership of our respective property or assets not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of our board of directors, materially impair the use or value of such property or assets;

(13) any extension, renewal or replacement, or successive extensions, renewals or replacements, as a whole or in part, of any Mortgages referred to in the foregoing paragraphs (1) to (12) inclusive; provided that the principal amount of the Debt being extended, renewed or replaced is not increased (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment, tender, exchange or repurchase premium in connection with such extension, renewal or replacement) and such extension, renewal or replacement, in the case of Debt secured by a Mortgage, shall be limited to all or a part of the same property or shares of Capital Stock that secured the Mortgage extended, renewed or replaced plus improvements on such property; and

(14) Mortgages not permitted by paragraphs (1) through (13) above if at the time of and after giving effect to the creation or assumption of any such Mortgage, the aggregate amount of all of our and our subsidiaries’ Debt secured by such Mortgages not so permitted by paragraphs (1) through (13) above, together with the Attributable Debt in respect of Sale and Lease-Back Transactions in respect of Principal Property not otherwise permitted by the covenant described under “—Restrictions on Sale and Lease-Back Transactions”, does not exceed 15% of Consolidated Net Tangible Assets measured at the time of creation or assumption of such Mortgage.

Restrictions on Sale and Lease-Back Transactions

We will not, and will not permit any of our subsidiaries to, enter into any Sale and Lease-Back Transaction in respect of Principal Property unless:

(1) we or such subsidiary would, at the time of entering into such Sale and Lease-Back Transaction, be entitled to incur Debt secured by a Mortgage on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction without equally and ratably securing the notes;

(2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to their fair value, as determined by our board of directors, and an amount equal to the net proceeds from the sale of the Principal Property is applied, within 180 days of the Sale and Lease-Back Transaction:

(a) to the purchase or acquisition of, or, in the case of real property, the commencement of construction on or improvement of, property or assets, or

(b) to the retirement or repayment, other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision of:

(i) securities or Funded Debt ranking equally with or senior to the notes, any guarantee of the notes or Funded Debt of any subsidiary, or

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(ii) Debt incurred by us or any subsidiary within 180 days prior to the effective date of any such Sale and Lease-Back Transaction that:

(X) was used solely to finance the acquisition of the Principal Property that is the subject of such Sale and Lease-Back Transaction, and

(Y) is secured by a Mortgage on the Principal Property that is the subject of such Sale and Lease-Back Transaction; or

(3) the lease in the Sale and Lease-Back Transaction secures or relates to Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such leases or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment.

Certain Definitions

“Affiliate” of any person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such person. For the purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

“Attributable Debt” means, as to any particular lease under which any person is at the time liable, at the date of determination, the total net amount of rent required to be paid by such person under the lease during the remaining term (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to the date of determination at the rate of interest per annum implicit in the terms of the lease, as determined in good faith by us, compounded annually. The net amount of rent required to be paid under the lease for any such period will be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents. In the case of any lease terminable by the lessee upon the payment of a penalty, the Issuer may elect for purposes of the determination of Attributable Debt either (1) that the net amount shall also include the amount of such penalty, but no rent will be considered as required to be paid under the lease subsequent to the first date upon which it may be so terminated or (2) that such penalty be disregarded but that rent be considered as required to the scheduled termination of such lease.

“Capital Stock” means, with respect to any person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such person, including any preferred interest but excluding any debt securities convertible into such shares or other interests.

“Consolidated Net Tangible Assets” means, on the date of determination, the aggregate amount of assets, less applicable reserves and other properly deductible items, after deducting:

(1) all current liabilities (other than scheduled maturities of Debt previously recorded as long-term debt), and

(2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles,

all as set forth on the most recent quarterly balance sheet of the Issuer and its consolidated subsidiaries and computed in accordance with generally accepted accounting principles.

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“Debt” means loans, notes, bonds, indentures or other similar evidences of indebtedness for money borrowed.

“Domestic Subsidiary” means any Subsidiary that is organized or existing under the laws of the United States, any state thereof, or the District of Columbia.

“Funded Debt” means, on the date of determination, any Debt maturing by its terms more than 12 months from such date, including any Debt renewable or extendible at the option of the borrower to a date later than 12 months from such date of determination.

“Mortgage” means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

“Principal Property” means any manufacturing plant or manufacturing facility:

(1) owned by us or any of our subsidiaries,

(2) located in the continental United States, and

(3) the gross book value of which, on the date of determination, exceeds 2% of Consolidated Net Tangible Assets,

except any plant or facility which, in the opinion of our board of directors as evidenced by a board resolution, is not of material importance to our and our subsidiaries’ business taken as a whole.

“Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing by the Issuer or any subsidiary of any Principal Property, whether owned at the date of the issuance of the notes or thereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Issuer and any subsidiary, between any subsidiary and the Issuer, or between subsidiaries), which Principal Property has been or is to be sold or transferred by the Issuer or such subsidiary to such person with the intent of taking back a lease of such Principal Property.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into any other person or convey, transfer or lease our properties and assets substantially as an entirety to any person unless:

• the successor or purchaser (if other than us) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia;

• the successor or purchaser (if other than us) expressly assumes our obligations on the notes under a supplemental indenture and the performance or observance of every covenant of the 2017 Indenture to be performed by us;

• immediately after giving effect to the transaction and treating any Debt which becomes our or any of our subsidiaries’ obligation as a result of such transaction as having been incurred by us or our subsidiaries at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and

• we have delivered to the trustee an officers’ certificate and an opinion of counsel stating compliance with these provisions.

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Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety to any person in accordance with the 2017 Indenture, the successor formed by such consolidation or into or with which the Issuer is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance, transfer or lease, the provisions of the 2017 Indenture referring to the “Issuer” shall refer instead to the successor and not to the Issuer), and shall exercise every right and power of, the Issuer under the 2017 Indenture with the same effect as if such successor had been named as the Issuer therein, and the predecessor shall be released from all obligations under the 2017 Indenture and the notes; provided, however, that in the event of a lease, the predecessor shall not be released from its payment obligations on the notes.

Events of Default

Each of the following is an “Event of Default” in respect of each series of notes:

(1) default in the payment in respect of the principal of any note of such series when due and payable (whether at stated maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any note of such series when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) default in the performance, or breach, of any covenant or agreement in the 2017 Indenture by the Issuer or any Guarantor (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1) or (2) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Issuer by the trustee or to the Issuer and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding notes of such series;

(4) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the notes) by the Issuer or any Significant Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $150.0 million, with respect to the 2024 Notes and 2027 Notes, and $200.0 million, with respect to the 2025 Notes and 2028 Notes, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $150.0 million, with respect to the 2024 Notes and 2027 Notes, and $200.0 million, with respect to the 2025 Notes and 2028 Notes, of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(5) the entry against the Issuer or any Significant Subsidiary of a final non-appealable judgment or final non-appealable judgments for the payment of money in an aggregate amount in excess of $150.0 million, with respect to the 2024 Notes and 2027 Notes, and $200.0 million, with respect to the 2025 Notes and 2028 Notes, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(6) certain events in bankruptcy, insolvency or reorganization affecting the Issuer or any Significant Subsidiary (or any group of subsidiaries that, taken together, would constitute a Significant Subsidiary); or

(7) except as permitted by the 2017 Indenture, any guarantee of the notes of such series shall for any reason cease to be, or it shall be asserted by any Guarantor or the Issuer not to be, in full force and effect.

An Event of Default under one series of notes does not necessarily constitute an Event of Default under any other series of notes. If an Event of Default with respect to the notes of a series (other than an Event of Default specified in clause (6) above with respect to the Issuer) occurs and is continuing, then and in every such case the trustee or the holders of not less than 25% in aggregate principal amount of the then outstanding notes of such series may declare the principal of all of the outstanding notes and any accrued interest on the notes to be due and

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payable immediately by a notice in writing to the Issuer (and to the trustee if given by holders of the notes); provided, however, that after such acceleration, but before a judgment or decree based on acceleration has been obtained or entered, the holders of a majority in aggregate principal amount of the then outstanding notes of such series may, under certain circumstances, rescind and annul such acceleration and its consequences if all Events of Default, other than the nonpayment of accelerated principal of or interest on the notes of such series, have been cured or waived as provided in the 2017 Indenture.

In the event of a declaration of acceleration of the notes of a series solely because an Event of Default described in clause (4) above has occurred and is continuing, the declaration of acceleration of the notes of such series shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the trustee for the payment of amounts due on the notes of such series.

If an Event of Default specified in clause (6) above occurs with respect to the Issuer, the principal of and any accrued interest on the notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the trustee or any holder. For further information as to waiver of defaults, see “—Amendment, Supplement and Waiver.” The trustee may withhold from holders of the notes of a series notice of any default (except default in payment of principal, premium, if any, and interest) if the trustee determines that withholding notice is in the interests of the holders.

No holder of any note will have any right to institute any proceeding with respect to the 2017 Indenture or for any remedy thereunder, unless such holder shall have previously given to the trustee written notice of a continuing Event of Default and unless also the holders of at least 25% in aggregate principal amount of the outstanding notes of such series shall have made written request to the trustee, and provided indemnity satisfactory to the trustee, to institute such proceeding as trustee, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding notes of such series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a holder of a note directly (as opposed to through the trustee) for enforcement of payment of the principal of, premium, if any) or interest on such note on or after the respective due dates expressed in such note.

The Issuer will be required to furnish to the trustee annually a statement as to the performance of certain obligations under the 2017 Indenture and as to any default in such performance. The Issuer also is required to notify the trustee if it becomes aware of the occurrence of any default or Event of Default.

Amendment, Supplement and Waiver

Without the consent of any holders of notes, the Issuer, the Guarantors and the trustee, at any time and from time to time, may enter into one or more supplemental indentures to the 2017 Indenture and any of the notes for any of the following purposes:

(1) to evidence the succession of another person to the Issuer or any Guarantor and the assumption by any such successor of the covenants of the Issuer or the applicable Guarantor in the 2017 Indenture, any guarantee and the notes;

(2) to add to the covenants of the Issuer or any Guarantor for the benefit of the holders, or to surrender any right or power herein conferred upon the Issuer or any Guarantor;

(3) to add additional Events of Default;

(4) to provide for uncertificated notes of a series in addition to or in place of the definitive notes of a series;

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(5) to evidence and provide for the acceptance of appointment under the 2017 Indenture by a successor trustee;

(6) to add a Guarantor or to release a Guarantor in accordance with the 2017 Indenture;

(7) to secure the notes;

(8) to cure any ambiguity, defect, omission, mistake or inconsistency;

(9) to make any other provisions with respect to matters or questions arising under the 2017 Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the holders of the notes of the applicable series in any material respect, as determined in good faith by the board of directors of the Issuer;

(10) to conform the text of the 2017 Indenture, any supplemental indenture or the notes to any provision of this “Description of Notes”;

(11) to establish the form or terms of notes of any series as permitted in accordance with the 2017 Indenture; or

(12) to effect or maintain the qualification of the 2017 Indenture under the Trust Indenture Act.

With the consent of the holders of not less than a majority in aggregate principal amount of all debt securities (including the notes) issued pursuant to the 2017 Indenture (including consents obtained in connection with a tender offer or exchange offer) and then outstanding, voting as a single class, the Issuer and the trustee may enter into a supplemental indenture or supplemental indentures to the 2017 Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the 2017 Indenture, the debt securities or the guarantees or of modifying in any manner the rights of the holders of the debt securities under the 2017 Indenture as determined by the Issuer in good faith (which determination shall be binding), including the definitions therein; provided, that (i) if any such supplemental indenture would by its terms disproportionately and adversely affect a series of debt securities under the 2017 Indenture, as determined by the Issuer in good faith (which determination shall be binding), such supplemental indenture shall also require the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such series and (ii) if any such supplemental indenture would only affect the debt securities of certain series, then only the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such affected series (and not the consent of at least a majority in principal amount of all debt securities issued under the 2017 Indenture and then outstanding) shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the holder of each outstanding note affected thereby:

(1) change the stated maturity of any note or of any installment of interest on any note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;

(2) modify or change any provision of the 2017 Indenture affecting the ranking of any notes or any guarantee in a manner adverse to the holders of such notes; or

(3) modify any of the provisions of this paragraph or the second succeeding paragraph, except to increase any such percentage required for such actions or to provide that other provisions of the 2017 Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby.

In addition, unless permitted by another provision of the 2017 Indenture, without the consent of the holders of 66 2/3% in aggregate principal amount of the notes of a series (including consents obtained in connection with a tender offer or exchange offer), no such supplemental indenture shall release any Guarantor from its guarantee of the notes of such series.

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The holders of not less than a majority in aggregate principal amount of all debt securities (including the notes) issued pursuant to the 2017 Indenture and then outstanding, voting as a single class, may on behalf of the holders of all the debt securities issued pursuant to the 2017 Indenture waive any prospective, existing or past default under the 2017 Indenture and its consequences; provided that (i) if any such waiver would by its terms disproportionately and adversely affect a series of debt securities under the 2017 Indenture, such waiver shall also require the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such series and (ii) if any such waiver would only affect the debt securities of certain series, then only the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such affected series (and not the consent of at least a majority in principal amount of all debt securities issued under the 2017 Indenture and then outstanding) shall be required; and provided, further, that no waiver shall be effective without the consent of the holder of each outstanding note affected thereby in the case of a default:

(1) in any payment in respect of the principal of, premium, if any, or interest on any notes (including any note which is required to have been purchased pursuant to an offer to purchase which has been made by the Issuer), or

(2) in respect of a covenant or provision hereof which under the 2017 Indenture cannot be modified or amended without the consent of the holder of each outstanding note affected.

Any such waiver may be obtained in connection with a tender offer or exchange offer for the notes of a series.

Satisfaction and Discharge of the 2017 Indenture; Defeasance

The Issuer may terminate the obligations of it and any Guarantor under the 2017 Indenture with respect to a series of notes when:

(1) either: (A) all notes of such series theretofore authenticated and delivered have been delivered to the trustee for cancellation, or (B) all notes of such series not theretofore delivered to the trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the notes of such series, not theretofore delivered to the trustee for cancellation, for principal of, premium, if any, and interest to the stated maturity or date of redemption;

(2) the Issuer has paid or caused to be paid all other sums then due and payable under the 2017 Indenture with respect to such series of notes by the Issuer;

(3) the Issuer has delivered irrevocable instructions to the trustee under the 2017 Indenture to apply the deposited money toward the payment of the notes of such series at stated maturity or on the redemption date, as the case may be; and

(4) the Issuer has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under the 2017 Indenture relating to the Discharge have been complied with.

The Issuer may elect, at its option, to have its and the Guarantors’ obligations discharged with respect to the outstanding notes of a series (“defeasance”). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes of such series, except for:

(1) the rights of holders of the notes of such series to receive payments in respect of the principal of, any premium and interest on the notes of such series when payments are due;

(2) the Issuer’s obligations with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

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(3) the rights, powers, trusts, duties and immunities of the trustee;

(4) the Issuer’s rights, if any, to redeem the notes of such series; and

(5) the defeasance provisions of the 2017 Indenture.

In addition, the Issuer may elect, at its option, to have its and the Guarantors’ obligations released with respect to certain covenants, including, without limitation, its obligation to make a Change of Control Offer in connection with any Change of Control Triggering Event, in the 2017 Indenture (“covenant defeasance”) and any omission to comply with such obligation shall not constitute a default or an Event of Default with respect to the notes of the relevant series. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events of the Issuer) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes of the relevant series. If the Issuer exercises its defeasance option or its covenant defeasance option, each Guarantor will be released from all its obligations under its guarantee of the notes of the relevant series.

In order to exercise either defeasance or covenant defeasance with respect to the notes of a series:

(1) the Issuer must irrevocably have deposited or caused to be deposited with the trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of the notes of such series: (A) money in an amount, or (B) non-callable U.S. government obligations, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers, to pay and discharge the entire indebtedness in respect of the principal of, premium, if any, and interest on the notes of such series on the stated maturity thereof or the redemption date thereof, as the case may be, in accordance with the terms of the 2017 Indenture and the notes of such series;

(2) in the case of defeasance, the Issuer shall have delivered to the trustee an opinion of counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service (the “IRS”) a ruling or (B) since the date of the 2017 Indenture, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of the notes of such series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to the notes of such series and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3) in the case of covenant defeasance, the Issuer shall have delivered to the trustee an opinion of counsel to the effect that the holders of the outstanding notes of such series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such notes and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4) no Event of Default with respect to the outstanding notes of such series shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Mortgage to secure such borrowing);

(5) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the 2017 Indenture) to which the Issuer is a party or by which the Issuer is bound; and

(6) the Issuer shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a defeasance need not to be delivered if all notes of such series not therefore delivered to the trustee for

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cancellation (x) have become due and payable, or (y) will become due and payable at stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuer.

The Trustee

The Bank of New York Mellon Trust Company, N.A., acts as the trustee under the 2017 Indenture and

will be the initial paying agent and registrar for the notes. The trustee or its affiliate from time to time may extend credit to the Issuer in the normal course of business. Except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the 2017 Indenture. During the continuance of an Event of Default that has not been cured or waived, the trustee will exercise such of the rights and powers vested in it by the 2017 Indenture and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The 2017 Indenture and the Trust Indenture Act contain certain limitations on the rights of the trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any “conflicting interest” (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the outstanding notes of each series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such series, subject to certain exceptions. Subject to such provisions, the trustee shall be under no obligation to exercise any of the rights or powers vested in it by the 2017 Indenture at the request or direction of any of the holders pursuant to the 2017 Indenture, unless such holders shall have provided to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Issuer or the Guarantors on the notes or under the 2017 Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the trustee in its individual capacity, (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the trustee, each in its individual capacity, or (iii) any holder of equity in the trustee.

No Personal Liability of Stockholders, Partners, Officers or Directors

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of Parent, the Issuer or any of their respective subsidiaries (including the Guarantors), as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the notes, any guarantee of the notes or the 2017 Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes.

Governing Law

The 2017 Indenture and the notes and the guarantees are governed by, and will be construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof.

2026 Notes and 2029 Notes

General

The 2018 Indenture permits us to issue an unlimited amount of debt securities in one or more series. We refer to the 2026 Notes and the 2029 Notes in this section as the “notes.” We issued the 2026 Original Notes and

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2029 Original Notes and will issue the 2026 Exchange Notes and the 2029 Exchange Notes as separate series of debt securities under the same 2018 Indenture.

We may, without notice to or the consent of the holders of the 2026 Notes, issue additional notes having identical terms as the 2026 Notes, other than, as determined by the Issuer, the date of issuance, issue price, initial interest payment date and amount of interest payable on the initial interest payment date applicable thereto and any relevant transfer restrictions or registration rights. Subject to certain exceptions, any such additional notes will be part of the same series as the 2026 Notes and will be treated as one class with the 2026 Notes, including for purposes of waivers, amendments and redemptions.

We may, without notice to or the consent of the holders of the 2029 Notes, issue additional notes having identical terms as the 2029 Notes, other than, as determined by the Issuer, the date of issuance, issue price, initial interest payment date and amount of interest payable on the initial interest payment date applicable thereto and any relevant transfer restrictions or registration rights. Subject to certain exceptions, any such additional notes will be part of the same series as the 2029 Notes and will be treated as one class with the 2029 Notes, including for purposes of waivers, amendments and redemptions.

The 2026 Notes will bear interest at the rate of 4.650% per annum. The 2026 Notes will mature on March 15, 2026. Interest on the 2026 Notes will be payable semiannually on March 15 and September 15 of each year to the persons in whose names the 2026 Notes are registered at the close of business on the March 1 or September 1, as the case may be (whether or not any such date is a business day, as that term is defined in the 2018 Indenture), next preceding such interest payment date. The 2026 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

The 2029 Notes will bear interest at the rate of 4.900% per annum. The 2029 Notes will mature on March 15, 2029. Interest on the 2029 Notes will be payable semiannually on March 15 and September 15 of each year to the persons in whose names the 2029 Notes are registered at the close of business on the March 1 or September 1, as the case may be (whether or not any such date is a business day, as that term is defined in the 2018 Indenture), next preceding such interest payment date. The 2029 Notes will accrue interest on the basis of a 360-day year consisting of 12 months of 30 days each.

If any interest payment date, stated maturity date, redemption date or repurchase date is not a Business Day, the payment otherwise required to be made on such date will be made on the next Business Day without any additional payment as a result of such delay.

The notes will not be entitled to the benefit of any sinking fund.

The notes will be issued only in fully registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be payable at the corporate trust office of the paying agent, which initially will be an office or agency of the trustee, or an office or agency maintained by us for such purpose, in the Borough of Manhattan, The City of New York. Notes may be presented for exchange or registration of transfer at the office of the security registrar, which initially will be an office or agency of the trustee.

The Guarantees

As of the issue date of the Exchange 2026 Notes and the Exchange 2029 Notes, the Exchange 2026 Notes and the Exchange 2029 Notes will be guaranteed on a full, joint and several basis, by the Guarantors that currently guarantee the Original 2026 Notes and the Original 2029 Notes and our other obligations under the 2018 Indenture. The 2018 Indenture provides that the obligations of each Guarantor under its guarantee of the notes will be limited to the maximum amount as will result in the obligations of such Guarantor under its guarantee of the notes not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.

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A Subsidiary Guarantor may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving person) any other person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any person, unless:

• the successor or purchaser (if other than us or another Guarantor) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia;

• the successor or purchaser (if other than us or another Guarantor) expressly assumes such Subsidiary Guarantor’s obligations on its guarantee under a supplemental indenture and the performance or observance of every covenant of such Subsidiary Guarantor under the 2018 Indenture;

• immediately after giving effect to the transaction and treating any Debt which becomes the Subsidiary Guarantor’s or any of its subsidiaries’ obligation as a result of such transaction as having been incurred by such Subsidiary Guarantor or such subsidiary at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and

• the Subsidiary Guarantor has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating compliance with these provisions.

Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of a Subsidiary Guarantor substantially as an entirety to any person in accordance with the 2018 Indenture, the successor formed by such consolidation or into or with which such Subsidiary Guarantor is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, such Subsidiary Guarantor with the same effect as if it had been named as a Guarantor under the 2018 Indenture, and the predecessor shall be automatically and unconditionally released from all obligations under the 2018 Indenture and its guarantee; provided, however, that in the event of a lease, the predecessor shall not be released from the payment of principal and interest or other obligations on its guarantee.

Under the 2018 Indenture, a Subsidiary Guarantor will be automatically and unconditionally released from its guarantee of the notes and all its obligations under the 2018 Indenture, without any action required on the part of the Issuer, such Subsidiary Guarantor, the trustee or any holder of the notes, upon such Subsidiary Guarantor ceasing to be an obligor (either as issuer or guarantor) in respect of any Capital Markets Debt if after giving effect thereto (and any other substantially concurrent transaction or transactions), such Subsidiary Guarantor is no longer an obligor (either as issuer or guarantor) in respect of any Capital Markets Debt (other than, before giving effect to the release of its guarantee of the notes, the notes). For purposes of this release provision, “Capital Markets Debt” means any debt for borrowed money that (a) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (b) has an aggregate principal amount outstanding of at least $25.0 million.

Under the 2018 Indenture, the guarantee of Parent will be automatically released and will terminate upon the merger of Parent with or into the Issuer or another Guarantor, the consolidation of Parent with the Issuer or another Guarantor or the transfer of all or substantially all of the assets of Parent to the Issuer or a Guarantor.

In addition, if we exercise our defeasance or covenant defeasance option with respect to the notes of a series as described under “—Satisfaction and Discharge of the 2018 Indenture; Defeasance,” each Guarantor will be automatically and unconditionally released from its guarantee of the notes of such series and all its obligations under the 2018 Indenture.

If the guarantee of a Guarantor is released in accordance with the foregoing provisions, upon request of the Issuer or the applicable Guarantor, the trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the trustee without the consent of any holder of the notes.

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Ranking

The notes will be our unsecured unsubordinated obligations and will rank equal in right of payment with all of our other existing and future unsubordinated obligations. The notes will be effectively subordinated to our existing and future secured obligations to the extent of the value of the assets securing such obligations. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries that do not guarantee the notes, including trade payables. This means that holders of the notes will have a junior position to the claims of creditors of our direct and indirect subsidiaries that do not guarantee the notes on the assets and earnings of such subsidiaries.

Each guarantee of the notes will be an unsecured unsubordinated obligation of the applicable Guarantor and will rank equal in right of payment with all other existing and future unsubordinated obligations of such Guarantor. Each guarantee of the notes will be effectively subordinated to all existing and future secured obligations of the applicable Guarantor to the extent of the value of the assets securing such obligations. Each guarantee will be structurally subordinated to all existing and future indebtedness and other obligations of subsidiaries of the Guarantors that do not guarantee the notes and are not the Issuer, including trade payables. This means that holders of the notes will have a junior position to the claims of creditors of such subsidiaries on the assets and earnings of such subsidiaries (unless the subsidiary is itself an obligor on the notes).

The 2018 Indenture will not limit the amount of debt that Parent, the Issuer or their respective subsidiaries are permitted to incur.

Optional Redemption

At any time before January 15, 2026, (the date that is two months prior to their maturity date (the “2026 Par Call Date”)), we may redeem the 2026 Notes in whole or in part at a redemption price equal to the greater of:

• 100% of the principal amount of the 2026 Notes being redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2026 Notes that would be due if such 2026 Notes matured on the 2026 Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on or after the 2026 Par Call Date, we may redeem the 2026 Notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

At any time before December 15, 2028, (the date that is three months prior to their maturity date (the “2029 Par Call Date”)), we may redeem the 2029 Notes in whole or in part at a redemption price equal to the greater of:

• 100% of the principal amount of the 2029 Notes being redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2029 Notes that would be due if such 2029 Notes matured on the 2029 Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on or after the 2029 Par Call Date, we may redeem the 2029 Notes in whole or in part at a redemption price equal to 100% of the principal amount of the 2029 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

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At least 15 days but not more than 60 days before a redemption date, the Issuer shall give or cause to be given a notice of redemption to each holder whose notes are to be redeemed. Notice of any redemption of notes in connection with a corporate transaction (including any equity offering, an incurrence of indebtedness or a change of control) may, at the Issuer’s discretion, be given prior to the completion thereof and any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date.

For purposes of the foregoing discussion, the following definitions apply:

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York, the city in which the Corporate Trust Office of the trustee is located, or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes of the applicable series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes of the applicable series.

“Comparable Treasury Price” means, as determined by the Issuer, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means an independent investment banking institution of national standing appointed by us.

“Reference Treasury Dealers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc., a primary U.S. government securities dealer selected by Rabo Securities USA, Inc. (or its respective successors or affiliates which are Primary Treasury Dealers), a primary U.S. government securities dealer selected by SMBC Nikko Securities America, Inc. (or its respective successors or affiliates which are Primary Treasury Dealers) and Wells Fargo Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such redemption date (or, in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of the deposit of funds with the trustee).

“Treasury Rate” means, with respect to any redemption date, (1) the yield, which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity, for the maturity corresponding to the Comparable Treasury Issue (or if no maturity is within three months before or after the maturity date of the notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated

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or extrapolated from such yields on a straight-line basis, rounded to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding such redemption date (or in the case of discharge or defeasance prior to a redemption date, on the third Business Day preceding the date of deposit of funds with the trustee).

Change of Control Offer

If a Change of Control Triggering Event with respect to a series of notes occurs, unless we have exercised our right to redeem the notes of such series as described under “—Optional Redemption,” each holder of the notes of such series will have the right to require us to purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such holder’s notes of such series pursuant to the offer described below (a “Change of Control Offer”) at a purchase price equal to 101% of the principal amount of the notes of the applicable series repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase, subject to the rights of holders of notes of such series on the relevant record date to receive interest due on the relevant interest payment date.

We will be required to send a notice to each holder of the notes of the applicable series by first class mail or by overnight air courier promising next Business Day delivery, in either case prepaid, at its address or, in the case of notes held in book-entry form, by electronic transmission, with a copy to the trustee, within 30 days following the date upon which any Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control. The notice will govern the terms of the Change of Control Offer and will describe, among other things, the transaction that constitutes or may constitute the Change of Control Triggering Event and the purchase date. The purchase date will be at least 30 days but no more than 60 days from the date such notice is given, other than as may be required by law (a “Change of Control Payment Date”). If the notice is given prior to the date of consummation of the Change of Control, the notice will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of the notes electing to have their notes purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

On the Change of Control Payment Date, we will, to the extent lawful:

• accept for payment all properly tendered notes or portions of notes of the applicable series that have not been validly withdrawn;

• deposit with the paying agent the required payment for all properly tendered notes or portions of notes of such series that have not been validly withdrawn; and

• deliver or cause to be delivered to the trustee the repurchased notes of such series, accompanied by an officers’ certificate stating the aggregate principal amount of repurchased notes of such series.

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable, in connection with the repurchase of notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.

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We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all of the notes properly tendered and not withdrawn under its offer.

If 90% or more in principal amount of any series of notes then outstanding has been redeemed or purchased hereunder pursuant to a Change of Control Offer, we may, at our option, on not less than 30 or more than 60 days’ notice to the holders of such series of notes given within 30 days after the relevant Change of Control Payment Date, redeem or purchase (or procure the purchase of) the remaining outstanding notes of such series at 101% of their principal amount plus interest accrued to, but excluding, the date of such redemption or purchase.

The Change of Control Triggering Event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Parent and, thus, the removal of incumbent management. Parent has no present intention to engage in a transaction involving a Change of Control, although it is possible that Parent could decide to do so in the future. As contemplated by the definition of “Change of Control,” Parent could enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the 2018 Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure, the capital structure of Parent or the credit ratings of the notes. Restrictions on Parent’s and its subsidiaries’ ability to incur liens and enter into sale and leaseback transactions are contained in the covenants described under the captions “—Certain Covenants—Restrictions on Liens” and “—Restrictions on Sale and Lease-Back Transactions.” Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a Change of Control Triggering Event, the 2018 Indenture does not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

We may not have sufficient funds to repurchase all the notes upon a Change of Control Triggering Event. Even if we have sufficient funds, we may be prohibited from repurchasing the notes under the terms of our then existing debt instruments. See “Risk Factors—Risks Relating to the Notes—The Issuer may not have the funds to purchase the notes tendered in connection with a change of control offer as required by the indentures governing the Notes.”

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of Parent’s assets and those of Parent’s subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder with respect to either series of notes to require us to repurchase the notes of the applicable series as a result of a sale, lease, transfer, conveyance or other disposition of less than all of Parent’s assets and the assets of Parent’s subsidiaries, taken as a whole, to another person or group may be uncertain. In addition, Parent’s board of directors may approve, for purposes of such definition, a slate of stockholder-nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing would permit Parent’s board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a “Change of Control Triggering Event” that would trigger your right to require us to repurchase your notes as described above.

For purposes of the foregoing discussion, the following definitions apply:

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Parent and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Parent or one of its subsidiaries;

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(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Parent, measured by voting power rather than number of shares;

(3) Parent consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of Parent outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of the board of directors of Parent cease to be Continuing Directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of Parent.

“Change of Control Triggering Event” means the notes of the applicable series cease to be rated Investment Grade by both Rating Agencies on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement of the intention to effect any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either Rating Agency has publicly announced that it is considering a possible ratings change), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces or publicly confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from any event or circumstance comprising part of or arising as a result of, or in respect of, such Change of Control or the first public announcement of the intention to effect such Change of Control (whether or not such Change of Control has occurred at the time of the downgrade or withdrawal in ratings). If a Rating Agency (including any successor to, or replacement Rating Agency for, a Rating Agency) is not providing a rating for the notes of such series at the commencement of any Trigger Period, the notes of such series will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the board of directors of Parent who:

(1) was a member of such board of directors at the date of the First Supplemental Indenture, dated as of December 3, 2018; or

(2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P) and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer under the circumstances permitting the Issuer to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of “Rating Agency.”

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

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“Rating Agency” means each of Moody’s and S&P; provided, that if either of Moody’s or S&P ceases to provide rating services to issuers or investors, the Issuer may appoint a replacement for such Rating Agency.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Certain Covenants

Restrictions on Liens

Parent will not, and will not cause or permit any of its subsidiaries to, create, suffer to exist, permit, incur or assume any Debt secured by a Mortgage on any of its or its subsidiaries’ Principal Property or any shares of Capital Stock of a Domestic Subsidiary of Parent that is the direct owner of a Principal Property without equally and ratably securing the notes. However, the foregoing restrictions will not apply to:

(1) Mortgages existing at the date on which the notes are first issued under the 2018 Indenture;

(2) Mortgages on Principal Property or shares of Capital Stock of any person at the time the person becomes a subsidiary of Parent (plus subsequent additions and improvements thereto);

(3) Mortgages on Principal Property or shares of Capital Stock existing at the time of the acquisition of such Principal Property or Capital Stock by Parent or its subsidiary (plus subsequent additions and improvements thereto);

(4) Mortgages to secure the payment of all or any part of the price of acquisition, construction or improvement of Principal Property or Capital Stock by Parent or its subsidiary, or to secure any Debt or obligation incurred by Parent or its subsidiary, prior to, at the time of, or within 180 days after, the later of the acquisition or completion of construction, including any improvements on a Principal Property, which Debt or obligation is incurred for the purpose of financing all or any part of the purchase, construction or improvement of such Principal Property;

(5) Mortgages securing any Debt or obligation of any of Parent’s subsidiaries owing to Parent or to another subsidiary of Parent;

(6) Mortgages on property or assets (plus subsequent additions and improvements thereto) of a person existing at the time the person is merged into or consolidated with Parent or its subsidiary or at the time of a sale, conveyance, transfer, lease or other disposition of the properties of a person as an entirety or substantially as an entirety to Parent or its subsidiary;

(7) Mortgages on property or assets (plus subsequent additions and improvements thereto) of a person existing at the time Parent merges into or consolidates with this person or at the time of a sale, conveyance, transfer, lease or other disposition of Parent’s properties as an entirety or substantially as an entirety to this person;

(8) Mortgages on Parent’s or its subsidiaries’ property or assets in favor of the United States or any State thereof or any department, agency or instrumentality or political subdivision thereof, or in favor of any other country or any political subdivision thereof, to secure partial progress, advance or other payments pursuant to any contract, statute, rule or regulation;

(9) Mortgages on Parent’s or its subsidiaries’ property or assets securing Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such Mortgages (plus subsequent additions and improvements thereto) or

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within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment;

(10) Mortgages under worker’s compensation laws or similar legislation and Mortgages or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts, other than for the payment of money, or leases to which Parent or any of its subsidiaries is a party, or to secure Parent’s or its subsidiaries’ public or statutory obligations, or in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, pensions, other post-employment benefits, social security or similar matters, or to secure surety, performance, appeal or customs bonds to which Parent or Parent’s subsidiaries are a party;

(11) Mortgages created by or resulting from any litigation or other proceeding that is being contested in good faith by appropriate proceedings, including Mortgages arising out of judgments or awards against Parent or Parent’s subsidiaries with respect to which Parent or Parent’s subsidiaries are in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; Mortgages relating to final unappealable judgment liens which are satisfied within 60 days of the date of judgment; or Mortgages incurred by Parent or any of Parent’s subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or proceeding to which Parent or Parent’s subsidiaries is a party;

(12) Mortgages for taxes or assessments or governmental charges or levies not yet delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; Mortgages comprising landlord’s liens or liens of carriers, warehouseman, mechanics and materialman incurred in the ordinary course of business for sums not yet due and payable or which are being contested in good faith by appropriate proceedings; and any other Mortgages incidental to the conduct of Parent or Parent’s subsidiaries’ business or the ownership of Parent’s respective property or assets not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of Parent’s board of directors, materially impair the use or value of such property or assets;

(13) any extension, renewal or replacement, or successive extensions, renewals or replacements, as a whole or in part, of any Mortgages referred to in the foregoing paragraphs (1) to (12) inclusive; provided that the principal amount of the Debt being extended, renewed or replaced is not increased (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment, tender, exchange or repurchase premium in connection with such extension, renewal or replacement) and such extension, renewal or replacement, in the case of Debt secured by a Mortgage, shall be limited to all or a part of the same property or shares of Capital Stock that secured the Mortgage extended, renewed or replaced plus improvements on such property; and

(14) Mortgages not permitted by paragraphs (1) through (13) above if at the time of and after giving effect to the creation or assumption of any such Mortgage, the aggregate amount of all of Parent’s and Parent’s subsidiaries’ Debt secured by such Mortgages not so permitted by paragraphs (1) through (13) above, together with the Attributable Debt in respect of Sale and Lease-Back Transactions in respect of Principal Property not otherwise permitted by the covenant described under “—Restrictions on Sale and Lease-Back Transactions”, does not exceed 15% of Consolidated Net Tangible Assets measured at the time of creation or assumption of such Mortgage.

Restrictions on Sale and Lease-Back Transactions

Parent will not, and will not permit any of its subsidiaries to, enter into any Sale and Lease-Back Transaction in respect of Principal Property unless:

(1) Parent or such subsidiary would, at the time of entering into such Sale and Lease-Back Transaction, be entitled to incur Debt secured by a Mortgage on the Principal Property to be leased in an amount at

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least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction without equally and ratably securing the notes;

(2) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to their fair value, as determined by Parent’s board of directors, and an amount equal to the net proceeds from the sale of the Principal Property is applied, within 180 days of the Sale and Lease-Back Transaction:

(a) to the purchase or acquisition of, or, in the case of real property, the commencement of construction on or improvement of, property or assets, or

(b) to the retirement or repayment, other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision, of:

(i) securities or Funded Debt ranking equally with or senior to the notes, any guarantee of the notes or Funded Debt of any subsidiary of Parent, or

(ii) Debt incurred by Parent or any subsidiary of Parent within 180 days prior to the effective date of any such Sale and Lease-Back Transaction that:

(X) was used solely to finance the acquisition of the Principal Property that is the subject of such Sale and Lease-Back Transaction, and

(Y) is secured by a Mortgage on the Principal Property that is the subject of such Sale and Lease-Back Transaction; or

(3) the lease in the Sale and Lease-Back Transaction secures or relates to Debt or other obligations issued by or owed to the United States, any State thereof or any municipality, or any department, agency or instrumentality or political subdivision of any of the foregoing, or by any other country or any political subdivision thereof for the purpose of financing all or any part of the purchase price of or, in the case of real property, the cost of construction on, relocation of, maintenance of, or improvement of, any property or assets subject to such leases or within the jurisdiction of such entity, or otherwise in connection with any geographic incentivization arrangements, including tax reduction or other economic subsidization arrangements pertaining to local employment.

Certain Definitions

“Affiliate” of any person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such person. For the purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

“Attributable Debt” means, as to any particular lease under which any person is at the time liable, at the date of determination, the total net amount of rent required to be paid by such person under the lease during the remaining term (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to the date of determination at the rate of interest per annum implicit in the terms of the lease, as determined in good faith by us, compounded annually. The net amount of rent required to be paid under the lease for any such period will be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents. In the case of any lease terminable by the lessee upon the payment of a penalty, Parent may elect for purposes of the determination of Attributable Debt either (1) that the net amount shall also include the amount of such penalty, but no rent will be considered as required to be paid under the lease subsequent to the first date upon which it may be so terminated or (2) that such penalty be disregarded but that rent be considered as required to the scheduled termination of such lease.

“Capital Stock” means, with respect to any person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other

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interests in the nature of an equity interest in such person, including any preferred interest but excluding any debt securities convertible into such shares or other interests.

“Consolidated Net Tangible Assets” means, on the date of determination, the aggregate amount of assets, less applicable reserves and other properly deductible items, after deducting:

(1) all current liabilities (other than scheduled maturities of Debt previously recorded as long-term debt), and

(2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent quarterly balance sheet of Parent and its consolidated subsidiaries and computed in accordance with generally accepted accounting principles.

“Debt” means loans, notes, bonds, indentures or other similar evidences of indebtedness for money borrowed.

“Domestic Subsidiary of Parent” means any subsidiary that is organized or existing under the laws of the United States, any state thereof, or the District of Columbia.

“Funded Debt” means, on the date of determination, any Debt maturing by its terms more than 12 months from such date, including any Debt renewable or extendible at the option of the borrower to a date later than 12 months from such date of determination.

“Mortgage” means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

“Principal Property” means any manufacturing plant or manufacturing facility:

(1) owned by Parent or any of Parent’s subsidiaries,

(2) located in the continental United States, and

(3) the gross book value of which, on the date of determination, exceeds 2% of Consolidated Net Tangible Assets, except any plant or facility which, in the opinion of Parent’s board of directors as evidenced by a board resolution, is not of material importance to Parent and its subsidiaries’ business taken as a whole.

“Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing by Parent or any subsidiary of Parent of any Principal Property, whether owned at the date of the issuance of the notes or thereafter acquired (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between Parent and any subsidiary of Parent, between any subsidiary of Parent and Parent, or between subsidiaries of Parent), which Principal Property has been or is to be sold or transferred by Parent or such subsidiary of Parent to such person with the intent of taking back a lease of such Principal Property.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act.

Consolidation, Merger and Sale of Assets

The Issuer

The Issuer may not consolidate with or merge into any other person or convey, transfer or lease our properties and assets substantially as an entirety to any person unless:

• the successor or purchaser (if other than us) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia;

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• the successor or purchaser (if other than us) expressly assumes our obligations on the notes under a supplemental indenture and the performance or observance of every covenant of the 2018 Indenture to be performed by us;

• immediately after giving effect to the transaction and treating any Debt which becomes our or any of our subsidiaries’ obligation as a result of such transaction as having been incurred by us or our subsidiaries at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and

• we have delivered to the trustee an officers’ certificate and an opinion of counsel stating compliance with these provisions.

Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety to any person in accordance with the 2018 Indenture, the successor formed by such consolidation or into or with which the Issuer is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance, transfer or lease, the provisions of the 2018 Indenture referring to the “Issuer”, as applicable, shall refer instead to the successor and not to the Issuer), and shall exercise every right and power of, the Issuer under the 2018 Indenture with the same effect as if such successor had been named the Issuer therein, and the predecessor shall be released from all obligations under the 2018 Indenture and the notes; provided, however, that in the event of a lease, the predecessor shall not be released from its payment obligations on the notes.

Parent

Parent may not consolidate with or merge into any other person or convey, transfer or lease our properties and assets substantially as an entirety to any person unless:

• the successor or purchaser (if other than Parent) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia;

• the successor or purchaser (if other than Parent, the Issuer or another Guarantor) expressly assumes Parent’s obligations on its guarantee under a supplemental indenture and the performance or observance of every covenant of the 2018 Indenture to be performed by Parent;

• immediately after giving effect to the transaction and treating any Debt which becomes Parent’s or any of Parent’s subsidiaries’ obligation as a result of such transaction as having been incurred by Parent or Parent’s subsidiaries at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and

• Parent has delivered to the trustee an officers’ certificate and an opinion of counsel stating compliance with these provisions.

Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of Parent substantially as an entirety to any person in accordance with the 2018 Indenture, the successor formed by such consolidation or into or with which Parent is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, with the same effect as if such successor had been named therein, and the predecessor shall be automatically and unconditionally released from all obligations under the 2018 Indenture and its guarantees; provided, however, that in the event of a lease, the predecessor shall not be released from its payment obligations on its guarantees.

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Events of Default

Each of the following is an “Event of Default” in respect of each series of notes:

(1) default in the payment in respect of the principal of any note of such series when due and payable (whether at stated maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any note of such series when it becomes due and payable and continuance of such default for a period of 30 days;

(3) default in the performance, or breach, of any covenant or agreement in the 2018 Indenture by the Issuer or any Guarantor (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1) or (2) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Issuer by the trustee or to the Issuer and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding notes of such series;

(4) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the notes) by Parent, the Issuer or any Significant Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $200.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $200.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(5) the entry against Parent, the Issuer or any Significant Subsidiary of a final non-appealable judgment or final non-appealable judgments for the payment of money in an aggregate amount in excess of $200.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(6) certain events in bankruptcy, insolvency or reorganization affecting Parent, the Issuer or any Significant Subsidiary (or any group of subsidiaries that, taken together, would constitute a Significant Subsidiary); or

(7) except as permitted by the 2018 Indenture, any guarantee of the notes of such series shall for any reason cease to be, or it shall be asserted by any Guarantor or the Issuer not to be, in full force and effect.

An Event of Default under one series of notes does not necessarily constitute an Event of Default under any other series of notes. If an Event of Default with respect to the notes of a series (other than an Event of Default specified in clause (6) above with respect to the Issuer) occurs and is continuing, then and in every such case the trustee or the holders of not less than 25% in aggregate principal amount of the then outstanding notes of such series may declare the principal of all of the outstanding notes and any accrued interest on the notes to be due and payable immediately by a notice in writing to the Issuer (and to the trustee if given by holders of the notes); provided, however, that after such acceleration, but before a judgment or decree based on acceleration has been obtained or entered, the holders of a majority in aggregate principal amount of the then outstanding notes of such series may, under certain circumstances, rescind and annul such acceleration and its consequences if all Events of Default, other than the nonpayment of accelerated principal of or interest on the notes of such series, have been cured or waived as provided in the 2018 Indenture.

In the event of a declaration of acceleration of the notes of a series solely because an Event of Default described in clause (4) above has occurred and is continuing, the declaration of acceleration of the notes of such series shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) shall be remedied or cured or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the trustee for the payment of amounts due on the notes of such series.

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If an Event of Default specified in clause (6) above occurs with respect to the Issuer, the principal of and any accrued interest on the notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the trustee or any holder. For further information as to waiver of defaults, see “—Amendment, Supplement and Waiver.” The trustee may withhold from holders of the notes of a series notice of any default (except default in payment of principal, premium, if any, and interest) if the trustee determines that withholding notice is in the interests of the holders.

No holder of any note will have any right to institute any proceeding with respect to the 2018 Indenture or for any remedy thereunder, unless such holder shall have previously given to the trustee written notice of a continuing Event of Default and unless also the holders of at least 25% in aggregate principal amount of the outstanding notes of such series shall have made written request to the trustee, and provided indemnity satisfactory to the trustee, to institute such proceeding as trustee, and the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding notes of such series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a holder of a note directly (as opposed to through the trustee) for enforcement of payment of the principal of, premium, if any) or interest on such note on or after the respective due dates expressed in such note.

The Issuer will be required to furnish to the trustee annually a statement as to the performance of certain obligations under the 2018 Indenture and as to any default in such performance. The Issuer also is required to notify the trustee if it becomes aware of the occurrence of any default or Event of Default.

Amendment, Supplement and Waiver

Without the consent of any holders of notes, the Issuer, the Guarantors and the trustee, at any time and from time to time, may enter into one or more supplemental indentures to the 2018 Indenture and any of the notes for any of the following purposes:

(1) to evidence the succession of another person to the Issuer or any Guarantor and the assumption by any such successor of the covenants of the Issuer or the applicable Guarantor in the 2018 Indenture, any guarantee and the notes;

(2) to add to the covenants of the Issuer or any Guarantor for the benefit of the holders, or to surrender any right or power herein conferred upon the Issuer or any Guarantor;

(3) to add additional Events of Default;

(4) to provide for uncertificated notes of a series in addition to or in place of the definitive notes of a series;

(5) to evidence and provide for the acceptance of appointment under the 2018 Indenture by a successor trustee;

(6) to add a Guarantor or to release a Guarantor in accordance with the 2018 Indenture;

(7) to secure the notes;

(8) to cure any ambiguity, defect, omission, mistake or inconsistency;

(9) to make any other provisions with respect to matters or questions arising under the 2018 Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the holders of the notes of the applicable series in any material respect, as determined in good faith by the board of directors of the Issuer;

(10) to conform the text of the 2018 Indenture, any supplemental indenture or the notes to any provision of this “Description of Notes”;

(11) to establish the form or terms of notes of any series as permitted in accordance with the 2018 Indenture; or

(12) to effect or maintain the qualification of the 2018 Indenture under the Trust Indenture Act.

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With the consent of the holders of not less than a majority in aggregate principal amount of all debt securities (including the notes) issued pursuant to the 2018 Indenture (including consents obtained in connection with a tender offer or exchange offer) and then outstanding, voting as a single class, the Issuer and the trustee may enter into a supplemental indenture or supplemental indentures to the 2018 Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the 2018 Indenture, the debt securities or the guarantees or of modifying in any manner the rights of the holders of the debt securities under the 2018 Indenture as determined by the Issuer in good faith (which determination shall be binding), including the definitions therein; provided, that (i) if any such supplemental indenture would by its terms disproportionately and adversely affect a series of debt securities under the 2018 Indenture, as determined by the Issuer in good faith (which determination shall be binding), such supplemental indenture shall also require the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such series and (ii) if any such supplemental indenture would only affect the debt securities of certain series, then only the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such affected series (and not the consent of at least a majority in principal amount of all debt securities issued under the 2018 Indenture and then outstanding) shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the holder of each outstanding note affected thereby:

(1) change the stated maturity of any note or of any installment of interest on any note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any note or any premium or interest thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;

(2) modify or change any provision of the 2018 Indenture affecting the ranking of any notes or any guarantee in a manner adverse to the holders of such notes; or

(3) modify any of the provisions of this paragraph or the second succeeding paragraph, except to increase any such percentage required for such actions or to provide that other provisions of the 2018 Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby.

In addition, unless permitted by another provision of the 2018 Indenture, without the consent of the holders of 66 2/3% in aggregate principal amount of the notes of a series (including consents obtained in connection with a tender offer or exchange offer), no such supplemental indenture shall release any Guarantor from its guarantee of the notes of such series.

The holders of not less than a majority in aggregate principal amount of all debt securities (including the notes) issued pursuant to the 2018 Indenture and then outstanding, voting as a single class, may on behalf of the holders of all the debt securities issued pursuant to the 2018 Indenture waive any prospective, existing or past default under the 2018 Indenture and its consequences; provided that (i) if any such waiver would by its terms disproportionately and adversely affect a series of debt securities under the 2018 Indenture, such waiver shall also require the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such series and (ii) if any such waiver would only affect the debt securities of certain series, then only the consent of the holders of at least a majority in principal amount of the then outstanding debt securities of such affected series (and not the consent of at least a majority in principal amount of all debt securities issued under the 2018 Indenture and then outstanding) shall be required; and provided, further, that no waiver shall be effective without the consent of the holder of each outstanding note affected thereby in the case of a default:

(1) in any payment in respect of the principal of, premium, if any or interest on any notes (including any note which is required to have been purchased pursuant to an offer to purchase which has been made by the Issuer), or

(2) in respect of a covenant or provision hereof which under the 2018 Indenture cannot be modified or amended without the consent of the holder of each outstanding note affected.

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Any such waiver may be obtained in connection with a tender offer or exchange offer for the notes of a series.

Satisfaction and Discharge of the 2018 Indenture; Defeasance

The Issuer may terminate the obligations of it and any Guarantor under the 2018 Indenture with respect to a series of notes when:

(1) either: (A) all notes of such series theretofore authenticated and delivered have been delivered to the trustee for cancellation or (B) all notes of such series not theretofore delivered to the trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the notes of such series, not theretofore delivered to the trustee for cancellation, for principal of, premium, if any, and interest to the stated maturity or date of redemption;

(2) the Issuer has paid or caused to be paid all other sums then due and payable under the 2018 Indenture with respect to such series of notes by the Issuer;

(3) the Issuer has delivered irrevocable instructions to the trustee under the 2018 Indenture to apply the deposited money toward the payment of the notes of such series at stated maturity or on the redemption date, as the case may be; and

(4) the Issuer has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under the 2018 Indenture relating to the Discharge have been complied with.

The Issuer may elect, at its option, to have its and the Guarantors’ obligations discharged with respect to the outstanding notes of a series (“defeasance”). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes of such series, except for:

(1) the rights of holders of the notes of such series to receive payments in respect of the principal of, any premium and interest on the notes of such series when payments are due;

(2) the Issuer’s obligations with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee;

(4) the Issuer’s rights, if any, to redeem the notes of such series; and

(5) the defeasance provisions of the 2018 Indenture.

In addition, the Issuer may elect, at its option, to have its and the Guarantors’ obligations released with respect to certain covenants, including, without limitation, its obligation to make a Change of Control Offer in connection with any Change of Control Triggering Event, in the 2018 Indenture (“covenant defeasance”) and any omission to comply with such obligation shall not constitute a default or an Event of Default with respect to the notes of the relevant series. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events of the Issuer) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes of the relevant series. If the Issuer exercises its defeasance option or its covenant defeasance option, each Guarantor will be released from all its obligations under its guarantee of the notes of the relevant series.

In order to exercise either defeasance or covenant defeasance with respect to the notes of a series:

(1) the Issuer must irrevocably have deposited or caused to be deposited with the trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and

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dedicated solely to the benefits of the holders of the notes of such series: (A) money in an amount, or (B) non-callable U.S. government obligations, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers, to pay and discharge the entire indebtedness in respect of the principal of, premium, if any, and interest on the notes of such series on the stated maturity thereof or the redemption date thereof, as the case may be, in accordance with the terms of the 2018 Indenture and the notes of such series;

(2) in the case of defeasance, the Issuer shall have delivered to the trustee an opinion of counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service (the “IRS”) a ruling or (B) since the date of the 2018 Indenture, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of the notes of such series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to the notes of such series and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3) in the case of covenant defeasance, the Issuer shall have delivered to the trustee an opinion of counsel to the effect that the holders of the outstanding notes of such series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such notes and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4) no Event of Default with respect to the outstanding notes of such series shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Mortgage to secure such borrowing);

(5) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the 2018 Indenture) to which the Issuer is a party or by which the Issuer is bound; and

(6) the Issuer shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a defeasance need not to be delivered if all notes of such series not therefore delivered to the trustee for cancellation (x) have become due and payable or (y) will become due and payable at stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuer.

The Trustee

The Bank of New York Mellon Trust Company, N.A. acts as the trustee under the 2018 Indenture and will be the initial paying agent and registrar for the notes. The trustee or its affiliate from time to time may extend credit to the Issuer in the normal course of business. Except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the 2018 Indenture. During the continuance of an Event of Default that has not been cured or waived, the trustee will exercise such of the rights and powers vested in it by the 2018 Indenture and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The 2018 Indenture and the Trust Indenture Act contain certain limitations on the rights of the trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any “conflicting interest” (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

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The holders of a majority in principal amount of the outstanding notes of each series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such series, subject to certain exceptions. Subject to such provisions, the trustee shall be under no obligation to exercise any of the rights or powers vested in it by the 2018 Indenture at the request or direction of any of the holders pursuant to the 2018 Indenture, unless such holders shall have provided to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Issuer or the Guarantors on the notes or under the 2018 Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the trustee in its individual capacity, (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the trustee, each in its individual capacity, or (iii) any holder of equity in the trustee.

No Personal Liability of Stockholders, Partners, Officers or Directors

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of Parent, the Issuer or any of their respective subsidiaries (including the Guarantors), as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the notes, any guarantee of the notes or the 2018 Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes.

Governing Law

The 2018 Indenture and the notes and the guarantees are governed by, and will be construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof.

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BOOK-ENTRY, DELIVERY AND FORM

The Global Notes

Initially, the Exchange Notes will be represented by one or more registered notes in global form, without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited on the issue date with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain with the trustee as custodian for DTC.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form (“Certificated Notes”) except in the limited circumstances described below.

All interests in the Global Notes, including those held through Euroclear or Clearstream, Luxembourg, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream, Luxembourg may also be subject to the procedures and requirements of such systems.

Certain Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of DTC, Euroclear and Clearstream, Luxembourg set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended; and

• a “clearing agency” registered pursuant to Section 17A of the Exchange Act.

DTC was created to hold securities for its participants (collectively, the “Participants”) and facilitates the clearance and settlement of securities transactions between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants.

We expect that pursuant to procedures established by DTC (1) upon deposit of each Global Note, DTC will credit the accounts of Participants with an interest in the Global Note and (2) ownership of the Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of Participants) and the records of Participants and the Indirect Participants (with respect to the interests of persons other than Participants).

The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the Notes represented by a

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Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Notes for all purposes under the indentures. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes, and will not be considered the owners or holders thereof under the indentures for any purpose, including with respect to the giving of any direction, instruction or approval to the respective trustees thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of Notes under the applicable indenture or such Global Notes. We understand that under existing industry practice, in the event that we request any action of holders of Notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such Notes.

Payments with respect to the principal of, and premium, if any, and interest on, any Notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the applicable trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Notes representing such Notes under the applicable indenture. Under the terms of the indentures, we and the trustees may treat the persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the applicable trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream, Luxembourg will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream, Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparts in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to the depositories for Euroclear or Clearstream, Luxembourg.

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Because of time zone differences, the securities account of a Euroclear or Clearstream, Luxembourg participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream, Luxembourg participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream, Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in the Global Notes by or through a Euroclear or Clearstream, Luxembourg participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC’s settlement date.

Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the applicable trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

If:

• we notify the applicable trustee in writing that DTC is no longer willing or able to act as a depositary for the Global Notes or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation; or

• an event of default has occurred and is continuing and the registrar has received a request from DTC or a beneficial owner in a Global Note to issue Certificated Notes,

then, upon surrender by DTC of the Global Notes, Certificated Notes will be issued to each person that DTC identifies as the beneficial owner of the Notes represented by the Global Notes. Upon any such issuance, the applicable trustee is required to register such Certificated Notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.

Neither we nor the applicable trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related Notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Exchange Notes to be issued).

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material U.S. federal income tax consequences of the exchange offers to holders of Original Notes, but is not a complete analysis of all potential tax effects. The summary below is based upon the Internal Revenue Code of 1986, as amended (the “Code”), regulations of the Treasury Department, administrative rulings and pronouncements of the Internal Revenue Service and judicial decisions, all of which are subject to change, possibly with retroactive effect. This summary does not address all of the U.S. Federal income tax consequences that may be applicable to particular holders, including dealers in securities, financial institutions, insurance companies and tax-exempt organizations. In addition, this summary does not consider the effect of any foreign, state, local, gift, estate or other tax laws that may be applicable to a particular holder. This summary applies only to a holder that acquired Original Notes at original issue for cash and holds such Original Notes as a capital asset within the meaning of Section 1221 of the Code.

An exchange of Original Notes for Exchange Notes pursuant to the exchange offers will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. Federal income tax consequences to holders who exchange their Original Notes for Exchange Notes in connection with the exchange offers and any such holder will have the same adjusted tax basis and holding period in the Exchange Notes as it had in the Original Notes immediately before the exchange.

The foregoing discussion of certain U.S. federal income tax considerations does not consider the facts and circumstances of any particular holder’s situation or status. Accordingly, each holder of Original Notes considering the exchange offers should consult its own tax advisor regarding the tax consequences of the exchange offers to it, including those under state, foreign and other tax laws.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making activities or other trading activities. The Issuer has agreed that it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of: (i) 180 days from the date on which this registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Issuer will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit of any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period ending on the earlier of: (i) 180 days from the date on which this registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, the Issuer will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. The Issuer has agreed to pay all expenses incident to the exchange offers (including the expenses of one counsel for the holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

VALIDITY OF THE SECURITIES

Certain legal matters with respect to the validity of the Exchange Notes and guarantees thereof offered hereby relating to (i) New York law will be passed upon for us by Cravath, Swaine & Moore LLP, New York, New York, and (ii) Georgia law will be passed upon for us by Rogers & Hardin LLP, Atlanta, Georgia.

EXPERTS

The consolidated financial statements of WestRock Company as of September 30, 2018 and 2017, and for the three years ended September 30, 2018, appearing in WestRock Company’s Current Report (Form 8-K) dated January 16, 2019, and the effectiveness of WestRock Company’s internal control over financial reporting as of September 30, 2018 included in WestRock Company’s Annual Report (Form 10-K) for the year ended September 30, 2018, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and WestRock Company management’s assessment of the effectiveness of internal control over financial reporting as of September 30, 2018, are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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WRKCo Inc.

WestRock Company

Offer to Exchange up to $500,000,000 3.000% Senior Notes due 2024 for a like principal amount of 3.000% Senior Notes due 2024 which have been registered under the Securities Act;

Offer to Exchange up to $600,000,000 3.750% Senior Notes due 2025 for a like principal amount of 3.750% Senior Notes due 2025 which have been registered under the Securities Act;

Offer to Exchange up to $750,000,000 4.650% Senior Notes due 2026 for a like principal amount of 4.650% Senior Notes due 2026 which have been registered under the Securities Act;

Offer to Exchange up to $500,000,000 3.375% Senior Notes due 2027 for a like principal amount of 3.375% Senior Notes due 2027 which have been registered under the Securities Act;

Offer to Exchange up to $600,000,000 4.000% Senior Notes due 2028 for a like principal amount of 4.000% Senior Notes due 2028 which have been registered under the Securities Act; and

Offer to Exchange up to $750,000,000 4.900% Senior Notes due 2029 for a like principal amount of 4.900% Senior Notes due 2029 which have been registered under the Securities Act.

PRELIMINARY PROSPECTUS

January 16, 2019

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Georgia Registrant

The following registrant is a limited liability company formed in the State of Georgia: WestRock RKT, LLC.

Section 14-11-303 of the Georgia Limited Liability Company Act (the “GLLCA”) provides that a member, manager, agent or employee of a limited liability company is not liable, solely by reason of that capacity, for a debt, obligation or liability of the limited liability company (except for certain tax liabilities).

Section 14-11-306 provides that, subject to any standards and restrictions set forth in a limited liability company’s articles of organization or written operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided, however, that no limited liability company shall have the power to indemnify any member or manager for intentional misconduct, knowing violation of law, or a transaction for which the member or manager received a personal benefit in violation or breach of the written operating agreement.

WestRock RKT, LLC. WestRock RKT, LLC’s articles of organization are silent on indemnification. Paragraph 5 of WestRock RKT, LLC’s operating agreement provides that the sole member shall be indemnified, and advances for its expenses shall be granted, to the maximum extent permitted by the GLLCA. Paragraph 5 also provides that WestRock RKT, LLC may indemnify all of its other employees and agents to the fullest extent permitted by law to the extent determined by its sole member.

Delaware Registrants

The following registrants are corporations incorporated under the laws of the State of Delaware: WestRock Company and WRKCo Inc.

Subsection (a) of Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 provides that the power to indemnify applies to actions brought by or in the right of the corporation, but only to the extent of the defense expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit and if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation. With respect to a suit by or in the right of the corporation, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and only to the extent that, the Delaware Court of Chancery or such other court in which

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such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly reasonably entitled to indemnity for such expenses which the court shall deem proper.

Subsection (c) of Section 145 provides that to the extent a present or former director or officer has been successful in defense of any action referred to in subsections (a) and (b), or in defense of any claim issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred.

Subsection (e) of Section 145 authorizes the corporation to pay expenses of the indemnitee in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

Subsection (g) of Section 145 authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

Section 102(b)(7) permits a corporation to provide in its certificate of incorporation that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for: (i) liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions or (iv) for any transaction from which the director derived an improper personal benefit.

WestRock Company. Article 8 of WestRock Company’s certificate of incorporation, as amended, provides that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty to the extent permitted by the DGCL. Article 2 of WestRock Company’s bylaws provides that officers, directors, employees and agents shall be indemnified to the extent permitted by the DGCL.

WRKCo Inc. Article 8 of WRKCo Inc.’s certificate of incorporation, as amended, provides that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty to the extent permitted by the DGCL. Article 2 of WRKCo Inc.’s bylaws provides that officers, directors, employees and agents shall be indemnified to the extent permitted by the DGCL.

The following registrant is a limited liability company formed in the State of Delaware: WestRock MWV, LLC.

Section 18-303(a) of the Delaware Limited Liability Company Act (the “DLLCA”) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company shall be solely the limited liability company’s, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability solely by reason of being a member or acting as a manager.

Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

WestRock MWV, LLC. WestRock MWV, LLC’s certificate of formation, as amended, is silent on indemnification. Article 5 of WestRock MWV, LLC’s operating agreement, as amended and restated, provides

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that the sole member shall not be liable for any action or omission taken in managing the business or affairs of WestRock MWV, LLC except for loss or damage resulting from intentional misconduct or knowing violation of law. Article 5 provides that the sole member shall be indemnified, and advances for its expenses shall be granted, to the maximum extent permitted by the DLLCA. Article 5 also provides that WestRock MWV, LLC may indemnify all other agents to the fullest extent permitted by law.

Item 21. Exhibits

Exhibit No.	Description of Document
2.1	Agreement and Plan of Merger, dated as of January  28, 2018, among WestRock Company, WRKCo Inc., KapStone, Whiskey Merger Sub, Inc. and Kola Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to WestRock Company’s Current Report on Form 8-K filed on January 29, 2018).
3.1(a)	Amended and Restated Certificate of Incorporation of WestRock Company, effective as of November  2, 2018 (incorporated by reference to Exhibit 3.1 of WestRock Company’s Current Report on Form 8-K filed on November 5, 2018).
3.1(b)	Certificate of Correction to the Amended and Restated Certificate of Incorporation of WestRock Company dated November  13, 2018 (incorporated by reference to Exhibit 3.2 of WestRock Company’s Annual Report on Form 10-K filed on November 16, 2018).
3.2	Amended and Restated Certificate of Incorporation of WRKCo Inc. (incorporated by reference to Exhibit 3.1 of WestRock Company’s Current Report on Form 8-K filed on November 5, 2018).
**3.3	Certificate of Formation of WestRock MWV, LLC.
**3.4	Articles of Organization of WestRock RKT, LLC.
3.5	Amended and Restated Bylaws of WestRock Company, effective as of November  2, 2018 (incorporated by reference to Exhibit 3.2 of WestRock Company’s Current Report on Form 8-K filed on November 5, 2018).
3.6	Third Amended and Restated Bylaws of WRKCo Inc. (incorporated by reference to Exhibit 3.2 of WestRock Company’s Current Report on Form 8-K filed on November 5, 2018).
**3.7	Limited Liability Company Agreement of WestRock MWV, LLC.
**3.8	Limited Liability Company Agreement of WestRock RKT, LLC.
4.1(a)	Indenture, dated as of August  24, 2017, by and among WestRock Company, WestRock MWV, LLC, WestRock RKT Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of WestRock Company’s Current Report on Form 8-K filed on August 24, 2017).
4.1(b)	First Supplemental Indenture, dated as of August  24, 2017, by and among WestRock Company, WestRock MWV, LLC, WestRock RKT Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of WestRock Company’s Current Report on Form 8-K filed on August 24, 2017).
4.1(c)	Registration Rights Agreement, dated as of August  24, 2017, by and among WestRock Company, WestRock MWV, LLC, WestRock RKT Company, and Merrill Lynch, Pierce, Fenner  & Smith Incorporated, J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and Rabo Securities USA, Inc., as representatives of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 of WestRock Company’s Current Report on Form 8-K filed on August 24, 2017).
4.1(d)	Form of 3.000% Senior Note due 2024 (included in Exhibit 4.1(b)).

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4.1(e)	Form of 3.375% Senior Note due 2027 (included in Exhibit 4.1(b)).
4.1(f)	Second Supplemental Indenture, dated as of March 6, 2018, to the Indenture dated as of August  24, 2017, by and among WestRock Company, WestRock MWV, LLC, WestRock RKT Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of WestRock Company’s Current Report on Form 8-K filed on March 6, 2018).
4.1(g)	Form of 3.750% Senior Note due 2025 (included in Exhibit 4.1(f)).
4.1(h)	Form of 4.000% Senior Note due 2028 (included in Exhibit 4.1(f)).
4.1(i)	Registration Rights Agreement, dated as of March  6, 2018, by and among WestRock Company, the Guarantors party thereto, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner  & Smith Incorporated, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the initial purchasers named therein (incorporated by reference to Exhibit 4.2 of WestRock Company’s Current Report on Form 8-K filed on March 6, 2018).
4.2(a)	Third Supplemental Indenture, dated as of November 2, 2018, to the Indenture dated as of August  24, 2017, by and among WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.7 of WestRock Company’s Current Report on Form 8-K filed on November 5, 2018).
4.2(b)	Indenture, dated as of December  3, 2018, by and among WRKCo Inc., WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of WestRock Company’s Current Report on Form 8-K filed on December 3, 2018).
4.2(c)	First Supplemental Indenture, dated as of December  3, 2018, by and among WRKCo Inc., WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of WestRock Company’s Current Report on Form 8-K filed on December 3, 2018).
4.2(d)	Form of 4.650% Senior Note due 2026 (included in Exhibit 4.2(c)).
4.2(e)	Form of 4.900% Senior Note due 2029 (included in Exhibit 4.2(c)).
4.2(f)	Registration Rights Agreement, dated as of December 3, 2018, to the Indenture dated as of December  3, 2018, by and among WRKCo Inc., WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC, and Merrill Lynch, Pierce, Fenner  & Smith Incorporated, HSBC Securities (USA) Inc., Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 of WestRock Company’s Current Report on Form 8-K filed on December 3, 2018).
**5.1	Opinion of Cravath, Swaine & Moore LLP.
**5.2	Opinion of Rogers & Hardin LLP.
**21.1	Subsidiaries of WestRock Company.
**23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
**23.2	Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
**23.3	Consent of Rogers & Hardin LLP (included in Exhibit 5.2).
**24.1	Powers of Attorney (included on Signature Pages).
**25.1	Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee for the Indenture dated as of August 24, 2017.

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**25.2	Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee for the Indenture dated as of December 3, 2018.
**99.1	Form of Letter of Transmittal.
**99.2	Form of Letter to Clients.
**99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

** Filed herewith.

P Paper filing.

Item 22. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(5) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned registrants undertake that, in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, such registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, Georgia, on the 16th day of January, 2019.

WESTROCK COMPANY
By:	/s/ Steven C. Voorhees
	Name:	Steven C. Voorhees
	Title:	Director, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Steven C. Voorhees, Ward H. Dickson and Robert B. McIntosh and each of them singly, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 16th day of January, 2019.

Signature	Title(s)	Date
/s/ Steven C. Voorhees Steven C. Voorhees	Director, President and Chief Executive Officer (Principal Executive Officer)	January 16, 2019
/s/ Ward H. Dickson Ward H. Dickson	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	January 16, 2019
/s/ Kelly C. Janzen Kelly C. Janzen	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	January 16, 2019
/s/ John A. Luke, Jr. John A. Luke, Jr.	Director and Non-Executive Chairman	January 16, 2019
/s/ James E. Nevels James E. Nevels	Lead Independent Director	January 16, 2019
/s/ Colleen F. Arnold Colleen F. Arnold	Director	January 16, 2019

II-7

/s/ Timothy J. Bernlohr Timothy J. Bernlohr	Director	January 16, 2019
/s/ J. Powell Brown J. Powell Brown	Director	January 16, 2019
/s/ Michael E. Campbell Michael E. Campbell	Director	January 16, 2019
/s/ Terrell K. Crews Terrell K. Crews	Director	January 16, 2019
/s/ Russell M. Currey Russell M. Currey	Director	January 16, 2019
/s/ Gracia C. Martore Gracia C. Martore	Director	January 16, 2019
/s/ Timothy H. Powers Timothy H. Powers	Director	January 16, 2019
/s/ Bettina M. Whyte Bettina M. Whyte	Director	January 16, 2019
/s/ Alan D. Wilson Alan D. Wilson	Director	January 16, 2019

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, Georgia, on the 16th day of January, 2019.

WRKCO INC.
By:	/s/ Steven C. Voorhees
	Name:	Steven C. Voorhees
	Title:	Director, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Steven C. Voorhees, Ward H. Dickson and Robert B. McIntosh and each of them singly, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 16th day of January, 2019.

Signature	Title(s)	Date
/s/ Steven C. Voorhees Steven C. Voorhees	Director, President and Chief Executive Officer (Principal Executive Officer)	January 16, 2019
/s/ Ward H. Dickson Ward H. Dickson	Director, Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	January 16, 2019

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, Georgia, on the 16th day of January, 2019.

WESTROCK MWV, LLC
By:	WRKCo. Inc., its Sole Member
By:	/s/ Steven C. Voorhees
	Name:	Steven C. Voorhees
	Title:	Director, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Steven C. Voorhees, Ward H. Dickson, and Robert B. McIntosh and each of them singly, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 16th day of January, 2019.

Signature	Title(s)	Date
/s/ Steven C. Voorhees Steven C. Voorhees	Director, President and Chief Executive Officer (Principal Executive Officer)	January 16, 2019
/s/ Ward H. Dickson Ward H. Dickson	Director, Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	January 16, 2019

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, Georgia, on the 16th day of January, 2019.

WESTROCK RKT, LLC
By:	WRKCo Inc., its Sole Member
By:	/s/ Steven C. Voorhees
	Name:	Steven C. Voorhees
	Title:	Director, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Steven C. Voorhees, Ward H. Dickson, and Robert B. McIntosh and each of them singly, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 16th day of January, 2019.

Signature	Title(s)	Date
/s/ Steven C. Voorhees Steven C. Voorhees	Director, President and Chief Executive Officer (Principal Executive Officer)	January 16, 2019
/s/ Ward H. Dickson Ward H. Dickson	Director, Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	January 16, 2019

II-11

EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

OF

WestRock MWV, LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies as follows:

ARTICLE I. The name of the limited liability company is WestRock MWV, LLC (the “Company”).

ARTICLE II. The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.

ARTICLE III. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; and no member or manager of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as a manager of the Company.

ARTICLE IV. This Certificate of Formation shall become effective on September 1, 2015.

Dated as of August 31, 2015.

By:	/s/ Robert B. McIntosh
	Name:	Robert B. McIntosh
	Title:	Executive Vice President, General Counsel and Secretary

EX-3.4

Exhibit 3.4

ARTICLES OF ORGANIZATION

OF

WESTROCK RKT, LLC

I.

The name of the Limited Liability Company is WestRock RKT, LLC.

II.

The initial registered office of the Company is located at 40 Technology Parkway South, #300, Norcross, Georgia 30092, County of Gwinnett. The initial registered agent of the Company at such office is Corporation Service Company.

III.

The mailing address of the initial principal office of the Company is 1000 Abernathy Road, NE, Atlanta, Georgia 30328.

IV.

The name and address of the Incorporator of the Company is:

Name	Address
Robert B. McIntosh	1000 Abernathy Road, NE Atlanta, Georgia 30328

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on this 11 day of September 2018.

        /s/ Robert B. McIntosh

Robert B. McIntosh – Organizer

EX-3.7

Exhibit 3.7

WESTROCK MWV, LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS AGREEMENT is entered to as of August 28, 2015, by WestRock Company, a Delaware corporation (the “Sole Member”), under the following circumstances:

A. The Company was organized as a Delaware corporation under the name “MW Holding Corporation” on August 24, 2001.

B. The Sole Member now desires to enter into a limited liability company agreement (as defined in Section 101(7) of the Delaware Limited Liability Company Act) with respect to the Company pursuant to Section 201(d) of the Delaware Limited Liability Company Act.

NOW, THEREFORE, the limited liability company agreement of the Company shall be as follows:

ARTICLE 1

DEFINITIONS

1.1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Act” means the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code) and any successor statute, as amended from time to time.

“Capital Account” means the account maintained pursuant to Section 3.3.

“Certificate” means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as the same may hereafter be amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Limited Liability Company Interest” means a Member’s share of the profits and losses of the Company and a Member’s right to receive distributions of the Company’s assets.

“Member” means (i) the Sole Member, so long as the Sole Member remains a member of the Company, and (ii) any person who subsequently becomes a holder of a Limited Liability Company Interest in the Company, so long as such Person continues to hold a Limited Liability Company Interest in the Company.

“Person” means a natural person, partnership (whether general or limited, domestic foreign), limited liability company, trust, estate, association, corporation, custodian, nominee or any other Individual or entity in its own or any representative capacity.

“Sole Member” means the Person who has executed this Agreement as the Sole Member and any Person which succeeds to the entire Limited Liability Company Interest in the Company.

1.2. Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to schedules attached hereto, each of which is made a part hereof for all purposes.

ARTICLE 2

THE COMPANY

2.1. Principal Place of Business. The Company may conduct its business at such place or places as the Sole Member from time to time may determine.

2.2. Registered Office and Registered Agent. The Company’s registered office and its registered agent shall be as identified in the Certificate. The Sole Member from time to time may change the Company’s registered office and its registered agent by causing appropriate filings to be made with the Secretary of the State of Delaware. If the registered agent ceases to act as such for any reason or if the address of the registered agent changes, the Sole Member promptly shall designate a replacement registered agent or shall cause such change of address to be filed with the Secretary of State of Delaware, as the case may be.

2.3. Business, Purposes and Activities; Powers and Privileges. The Company may carry on any lawful business, purpose or activity in which a limited liability company may engage under the Act. The Company shall possess, and may exercise, all powers and privileges granted by the Act, by any other law or by this Agreement, together with all powers incidental thereto (including all such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company).

2.4. Period of Duration. The period of the Company’s duration shall be perpetual, subject to dissolution of the Company in accordance with the Act and. this Agreement.

ARTICLE 3

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNT;

AND LIMITED LIABILITY COMPANY INTEREST

3.1. Sole Member. The Sole Member has been admitted as the sole Member of the Company, with the entire Limited Liability Company Interest in the Company,

3.2. No Obligation to Contribute Additional Capital. No Member of the Company (including, without limitation, the Sole Member) shall have any obligation to contribute any additional capital to the Company; provided, however, that the Sole Member may contribute additional cash or other property to the Company from time to time, or at any time, as the Sole Member may determine, in its sole discretion.

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3.3. Capital Account. A capital account (“Capital Account”) shall be maintained by the Company for the Sole Member. The Capital Account generally shall consist of the fair market value of the Company: (i) increased by any capital contributions made by the Sole Member and the Sole Member’s share of the Company’s profits, and (ii) decreased by the amount of any distributions to the Sole Member in reduction of the Company’s capital and the Sole Member’s share of the Company’s losses. In the event the Sole Members assigns all or any part of the Sole Member’s Limited Liability Company Interest, the Capital Account of the Sole Member, to the extent it relates to the portion of the Limited Liability Company Interest assigned, shall become the Capital Account of the Sole Member’s assignee.

3.4. Tax Status. It is the intention of the Sole Member that the Company be disregarded for all federal and relevant state tax purposes and that the activities of the Company be deemed to be activities of the Sole Member for such tax purposes. All provisions of the Company’s Certificate and this Agreement shall be construed so as to preserve that tax status so long as there is only one Member of the Company. If at any time, there are two or more Members of the Company, the Company shall be treated as a “partnership” for all federal and relevant state tax purposes and shall make all available elections to be so treated. In the event that the Company is treated as a “partnership” for tax purposes in accordance with the preceding sentence, then within 90 days after the end of each fiscal year, the Company shall cause to be delivered to each Person who was a Member at any time during such fiscal year a Form K-1 and such other information, if any, with respect to the Company as may be necessary for the preparation of such Member’s federal, state or local income tax (or information) returns, including a statement showing each Member’s share of income, gain or loss, and credits for the fiscal year.

ARTICLE 4

PROFITS AND LOSSES AND DISTRIBUTIONS

4.1. Determination of Net Profits and Net Losses. The net profits or net losses and each item of Company income, gain, loss, deduction or credit shall be determined from the Company’s books and records using the method of accounting determined in accordance with Section 9.1. Adjustments to net profits and losses shall be made as necessary to properly reflect items of income and expense which are not recognized for federal income, tax purposes, if any.

4.2. Allocation of Net Profits and Net Losses. All of the Company’s net profits, gains and net losses shall be allocated to the Sole Member.

4.3. Distributions. The Company may distribute cash or other assets to the Sole Member at such times and in such amounts, as may be determined from time to time by the Sole Member, subject to such limitations as are imposed by the Act.

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ARTICLE 5

ADMINISTRATIVE PROVISIONS

5.1. Management by the Sole Member. The Sole Member of the Company shall have the right and power to manage and control the business and affairs of the Company, and the Sole Member may make any decisions and take any action for the Company not otherwise provided for in this Agreement, subject in either case to the delegation of any part of such right and power by the Sole Member to another Person (including without limitation, any officer appointed pursuant to Section 5.2 or any employee of the Company).

5.2. Officers of the Company. The Sole Member from time to time shall appoint a President, a Secretary, and a Treasurer of the Company and, if the Sole Member so determines, a Chief Executive Officer, one of one Vice Presidents, Assistant Secretaries, Assistant Treasurers and any such other officer or officers as the Sole Member determines is necessary or appropriate. Any number of officers may be held by the same person. Each officer shall hold office until such officer’s successor is appointed or until removed from office by the Sole Member.

5.3. Duties and Responsibilities of the Officers. The officers or the Company shall have such duties and responsibilities as may be determined by the Sole Member and, unless otherwise determined by the Sole Member, the following officers shall have the following duties and responsibilities:

(a) Chief Executive Officer. The Chief Executive Officer, if any, shall have the authority to execute contracts, deeds, notes, mortgages, bonds other obligations, and other papers in the name of the Company shall be coordinate with like authority of the President. The Chief Executive Officer shall perform such other and further duties as may from time to time be required of him by the Sole Member.

(b) President. Unless the Sole Member shall have designated the Chief Executive Officer, if there is one, as the chief executive officer, the President shall have the general supervision, administration and direction of all the Company’s affairs, subject to the direction of the Sole Member. The authority of the President to execute contracts, deeds, notes, mortgages, bonds, other obligations, and other papers in the name of the Company shall be coordinate with like authority of the Chief Executive Officer, and the President shall perform such other duties and shall have such other powers as the Sole Member from time to time may determine. The President may vote the capital shares of any subsidiary of the Company, whether domestic or foreign, on behalf of the Company.

(c) Vice President. The Vice President, if any, shall perform all duties of the President, in case of the President’s disability. The authority of the Vice President to execute on behalf of the Company any contracts, notes, deeds, mortgages, and other papers not requiring specific approval of the Sole Member or the execution of which the Sole Member has not specifically delegated to another Person shall be co-ordinate with the authority of the President. If more than one Vice President is appointed, the Vice President designated by the Sole Member shall perform the duties of the President upon the President’s disability. If the Sole Member fails to make such a designation, the Vice President who has held the office of Vice President for the longest consecutive period immediately prior to the President’s disability shall perform the duties of the President.

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(d) Secretary. The authority of the Secretary to execute on behalf of the Company any contracts, notes, deeds, mortgages, and other papers not requiring specific approval of the Sole Member or the execution of which the Sole Member has not specifically delegated to another individual shall be co-ordinate with the authority of a Vice President. The Secretary shall perform such other duties and shall have other powers as the Sole Member from time to time may determine.

(e) Assistant Secretary. The Assistant Secretary, if any, or if there be more than one, the Assistant Secretaries in the order determined by the Sole Member (or if there be no such determination, then in the order of their election) shall in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and shall have such other powers as the Sole Member from time to time may determine.

(f) Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Sole Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Sole Member, taking proper vouchers for such disbursements, and shall render to the President and to the Sole Member, when the Sole Member so requires, an account of all transactions as Treasurer and of the financial condition of the Company. The authority of the Treasurer to execute on behalf of the Company any contracts, notes, deeds, mortgages, and other papers not requiring specific approval of the Sole Member or the execution of which the Sole Member has not specifically delegated to another individual shall be co-ordinate with the authority of a Vice President. The Treasurer shall perform such other duties and shall have such other powers as the Sole Member from time to time may determine.

(g) Assistant Treasurer. The Assistant Treasurer, if any, or if there be more than one, the Assistant Treasurers in the order determined by the Sole Member (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and shall have such other powers as the Sole Member from time to time may determine.

5.4. Limitation of Liability. No Person shall be liable to the Company for any loss or damage suffered by it on account of any action taken or omitted to be taken by such Person as an officer of the Company, if such Person: (a) acted in good faith, in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances, or (b) in good faith took, or omitted to take, such action in reliance upon advice of counsel for the Company or upon the books and records of the Company, upon reports made to the Company by an officer or employee or by any other Person selected for the purpose with reasonable care by the Company in charge of its accounts or certified by a public accountant or firm of public or registered accountants, or by an appraiser selected with reasonable care by the Sole Member, or (c) in good faith considered the assets of the Company to have a value equal to their book value or followed what such Person believed to be sound accounting and business practice.

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5.5. Indemnification. (a) The Company shall indemnify and shall hold each Person who serves, or who has served, as an officer of the Company (whether or not such Person continues to be such officer of the Company) harmless to the fullest extent permitted under the Act and other provisions of applicable law. In addition, if and to the extent authorized in a specific case by the Sole Member, the Company may indemnify and hold each Person who serves, or who has served: (i) as an employee or agent of the Company, or (ii) at the request of the Company as a director, manager, officer, trustee, partner, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (whether or not such person continues to serve in such position), harmless to the fullest extent permitted under the Act and other provisions of applicable law. The Company may pay expenses (including, without limitation, attorney’s fees) incurred by any Person who is eligible for indemnification in any action, suit or proceeding as they are incurred, in advance of the final disposition of such action, suit or proceeding, as authorized by the Sole Member. For purposes of this section, references to the Company shall include all constituent Persons absorbed in a consolidation or merger as well as the resulting or surviving Person.

(b) The indemnification provided by this Section 5.5 shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Certificate or this Agreement, any other agreement, any insurance policy or any vote of Members or the Management Committee, as a matter of law or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall insure to the benefit of the heirs, executors, administrators and other legal representatives of such a Person.

5.6. No Liability for Debts, Obligations and Liabilities. The debts, obligations; and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities the Company, and the Sole Member shall be obligated personally for any debt, obligation or liability solely by reason of being the Sole Member of the Company.

ARTICLE 6

TRANSFER OF LIMITED LIABILITY COMPANY INTEREST

6.1. Assignment. The Sole Member may assign to any Person all or any portion of the Sole Member’s Limited Liability Company Interest by executing and delivering to the Company an assignment of such interest. Upon acceptance of any such assignment by the assignee, the assignee shall become a Member of the Company with the Limited Liability Company Interest (or portion thereof) assigned to the assignee.

6.2. Amendment for Multiple Members. Notwithstanding Section 6.1, if as a result of any assignment by any Sole Member of a portion of Sole Member’s Limited Liability Company Interest, the Company would have more than one Member, the Sole Member shall amend this Agreement at the time of such assignment to provide for the existence of multiple Members and for the prior consent of all members upon the assignment of membership interest to any one Person.

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ARTICLE 7

NO EVENTS OF WITHDRAWAL

7.1. No Events of Withdrawal. No event specified in Section 304 of the Act (or any successor provision) shall result in any Person ceasing to be a Member of the Company.

ARTICLE 8

DISSOLUTION AND WINDING UP OF THE COMPANY

8.1. Dissolution of the Company. The Company shall be dissolved only upon the earlier of: (i) approval of the dissolution of the Company by the Sole Member, (ii) the entry of a decree of judicial dissolution of the Company in accordance with the Act, or (iii) the occurrences of any event which terminates the membership in the Company of the last remaining Member unless, within 90 days after such event, a new Member is admitted to the Company, with the approval of the Sole Member, effective as of the date of the event which terminated the membership of the last remaining Member.

8.2. Winding Up the Company. Upon dissolution of the Company, the Sole Member immediately shall commence to wind up the Company and settle and close it business, dispose of and convey its property, discharge or make reasonable provision for its liabilities and distribute to the Sole Member any remaining assets. In the winding up of the Company, the Company’s assets shall be distributed in accordance with the priorities specified in the Act and other applicable law. Upon completion of the winding up of the Company, the Sole Member shall cause a Certificate of Cancellation to be filed with the Secretary of State of Delaware in accordance with the Act.

ARTICLE 9

ACCOUNTING MATTERS

9.1. Accounting Method and Tax Year. The Company shall keep full and complete books of account of the Company on such basis as may be determined by the Sole Member and shall maintain such books and records at the Company’s principal office or at such other place as may be determined by the Sole Member. The basis on which the Company shall maintain its accounting records and shall report its income for federal income tax purposes shall be determined by the Sole Member. The fiscal year of the Company shall be the calendar year.

ARTICLE 10

MISCELLANEOUS

10.1. Effectiveness of this Agreement. This Agreement shall become effective as of the date first set forth above.

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10.2. Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as, and only so long as the economic or legal substance of the transactions contemplated this Agreement is not affected in any manner materially adverse to any party to this Agreement. Upon any determination that any provision of this Agreement is invalid, illegal or incapable of being enforced and does not adversely affect the substance of the transactions contemplated by this Agreement in a material way, this Agreement shall be modified in such a manner so as to effect the original intent of the Sole Member as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible.

10.3. Entire Agreement; Amendments. This Agreement supersedes all other agreements, written or oral, with respect to the matters covered herein, and shall constitute the sole limited liability company agreement with respect to the Company. The Agreement may be amended, modified or terminated only by a writing signed by the Sole Member.

10.4. Governing Law. This Agreement shall be governed by, and the legal relations among the parties shall be construed in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the Sole Member has executed this Agreement effective as of the day and year first-above written.

By:	/s/ Robert B. McIntosh
	Name: Robert B. McIntosh
	Title:  Executive Vice President,            General Counsel and Secretary

8

EX-3.8

Exhibit 3.8

LIMITED LIABILITY COMPANY AGREEMENT

OF

WESTROCK RKT, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WESTROCK RKT, LLC, a Georgia limited liability company (the “Company”), is adopted as of October 1, 2018 (the “Effective Date”), by WESTROCK COMPANY, a Delaware corporation, as the sole member of the Company (the “Sole Member”), and is consented to by Robert McIntosh as the organizer of the Company (“Organizer”).

1.    The Company was formed as a limited liability company under the Georgia Limited Liability Company Act (the “Act”), pursuant to a Articles of Organization that were filed by the Organizer on the Effective Date with the Secretary of State of Georgia. The Sole Member is the sole member of the Company and, as such, owns one hundred percent (100%) of the membership interests in the Company. The membership interests in the Company are uncertificated.

2.    This Agreement is the governing document of the Company as provided for by the Act. The Company shall be governed by the Act and this Agreement.

3.    As provided in the Act, the entire management of the Company is vested in the Sole Member as the sole member of the Company. The Sole Member may delegate all or any part of its authority regarding the management of the business and affairs of the Company to any one or more persons or appoint other officers or agents of the Company, who shall exercise such powers and perform such duties as the Sole Member shall from time to time determine. The Sole Member, in its capacity as a member of the Company, shall not be liable for any debts, obligations or liabilities of the Company.

4.    The Sole Member shall not be liable to the Company or any member for any action or omission taken in managing the business or affairs of the Company except loss or damage resulting from intentional misconduct or knowing violation of law.

5.    To the fullest extent permitted under Section 14-11-306 of the Act, or any successor provision, the Company shall indemnify the Sole Member and make advances for expenses to the Sole Member with respect to such matters to the maximum extent permitted under applicable law. The Company may indemnify all other employees and agents of the Company to the fullest extent permitted by law to the extent determined by the Sole Member.

6.    The Sole Member intends that the Company be disregarded as a separate entity for Federal income tax purposes pursuant to Treasury Regulations § 301.7701-3. Accordingly, no election to the contrary shall be filed by or on behalf of the Company and all income, gain, loss, deduction and credit of the Company shall be reported by the Sole Member on its returns.

7.    This Agreement may be amended by the Sole Member or any subsequent member or members of the Company; provided that any such amendment be executed by the member or members owning one hundred percent (100%) of the membership interests of the Company at the time such amendment is executed.

8.    Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

IN WITNESS WHEREOF, the Sole Member has duly executed this Limited Liability Company Agreement as of the Effective Date.

SOLE MEMBER:
WESTROCK COMPANY
By:	/s/ Robert B. McIntosh
	Robert B. McIntosh
Its:	EVP, General Counsel and Secretary
CONSENTED TO:
/s/ Robert B. McIntosh
Robert B. McIntosh, as Organizer

2

EX-5.1

Exhibit 5.1

[CRAVATH, SWAINE & MOORE LLP LETTERHEAD]

January 16, 2019

WRKCo Inc.

3.000% Senior Notes due 2024

3.750% Senior Notes due 2025

4.650% Senior Notes due 2026

3.375% Senior Notes due 2027

4.000% Senior Notes due 2028

4.900% Senior Notes due 2029

Form S-4 Registration Statement

Ladies and Gentlemen:

We have acted as counsel for WRKCo Inc., a Delaware corporation (the “Issuer”), in connection with the filing by WestRock Company, a Delaware corporation (“Parent”), and certain of its subsidiaries with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and offer to exchange up to $500,000,000 aggregate principal amount of new 3.000% Senior Notes due 2024 (the “Exchange 2024 Notes”) for a like aggregate principal amount of outstanding 3.000% Senior Notes due 2024, which have certain transfer restrictions (the “Original 2024 Notes”), $600,000,000 aggregate principal amount of new 3.750% Senior Notes due 2025 (the “Exchange 2025 Notes”) for a like aggregate principal amount of outstanding 3.750% Senior Notes due 2025, which have certain transfer restrictions (the “Original 2025 Notes”), $750,000,000 aggregate principal amount of new 4.650% Senior Notes due 2026 (the “Exchange 2026 Notes”) for a like aggregate principal amount of outstanding 4.650% Senior Notes due 2026, which have certain transfer restrictions (the “Original 2026 Notes”), $500,000,000 aggregate principal amount of new 3.375% Senior Notes due 2027 (the “Exchange 2027 Notes”) for a like aggregate principal amount of outstanding 3.375% Senior Notes due 2027, which have certain transfer restrictions (the “Original 2027 Notes”), $600,000,000 aggregate principal amount of new 4.000% Senior Notes due 2028 (the “Exchange 2028 Notes”) for a like aggregate principal amount of outstanding 4.000% Senior Notes due 2028, which have certain transfer restrictions (the “Original 2028 Notes”) and $750,000,000 aggregate principal amount of new 4.900% Senior Notes due 2029 (the “Exchange 2029 Notes” and, together with the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2026 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes, the “Exchange Notes”) for a like aggregate principal amount of outstanding 4.900% Senior Notes due 2029, which have certain transfer restrictions (the “Original 2029 Notes” and, together with the Original 2024 Notes, the Original 2025 Notes, the Original 2026 Notes, the Original 2027 Notes and the Original 2028 Notes, the “Original Notes”). The Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes are to be issued pursuant to the indenture dated as of August 24, 2017, as supplemented from time to time (such indenture, as so supplemented, the “2017 Indenture”), among the Issuer, Parent, WestRock MWV, LLC, a Delaware limited liability company (“WRK MWV”), WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT” and, together with Parent and WRK MWV, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Exchange 2026 Notes and the Exchange 2029 Notes are to be issued pursuant to the indenture dated as of December 3, 2018, as supplemented from time to time (such indenture, as so supplemented, the “2018 Indenture” and, together with the 2017 Indenture, the “Indentures” and each, an “Indenture”), among the Issuer, the Guarantors and the Trustee. The Exchange Notes are to be guaranteed (the “Guarantees”) by the Guarantors on the terms set forth in the applicable Indenture.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Indentures; (b) the specimens of the Exchange Notes to be issued pursuant to the applicable Indenture; (c) the Amended and Restated Certificate of Incorporation of the Issuer, the Amended and Restated Certificate of Incorporation of Parent and the Certificate of Formation of WRK MWV; (d) the Third Amended and Restated Bylaws of the Issuer, the Amended and Restated Bylaws of Parent and the Limited Liability Company Agreement of WRK MWV; and (e) resolutions adopted by the Board of Directors of the Issuer and by Parent on November 2, 2018 and November 15, 2018, and the resolutions adopted by the sole member of WRK MWV on November 15, 2018.

In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed, with your consent, that the Indentures have been duly authorized, executed and delivered by the Trustee and that the Exchange Notes conform to the respective form of Exchange Note examined by us. We have relied, with respect to factual matters, on statements of public officials and officers and other representatives of the Issuer and the Guarantors.

2

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion as follows:

1. The Exchange Notes have been duly authorized by the Issuer and, when executed and authenticated in accordance with the provisions of the applicable Indenture and issued and delivered in exchange for the Original Notes, the Exchange Notes will constitute legal, valid and binding obligations of the Issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

2. The Guarantee of Parent has been duly authorized by Parent, the Guarantee of WRK MWV has been duly authorized by WRK MWV and, assuming that the Guarantee of WRK RKT has been duly authorized by WRK RKT, when the Exchange Notes have been duly executed and delivered by the Issuer, the Guarantees will constitute legal, valid and binding obligations of the applicable Guarantor (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware. In particular, we do not purport to pass on any matter governed by the laws of Georgia.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption “Validity of the Securities” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

WestRock Company

1000 Abernathy Road NE

Atlanta, Georgia 30328

O

3

EX-5.2

Exhibit 5.2

January 16, 2019

WestRock RKT, LLC

1000 Abernathy Road NE

Atlanta, Georgia 30328

Ladies and Gentlemen:

We have acted as special Georgia counsel to WestRock RKT, LLC, a Georgia limited liability company (the “Guarantor”), in connection with the filing by WestRock Company (“Parent”) and certain of its subsidiaries with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance and offer to exchange up to: (i) $500,000,000 aggregate principal amount of new 3.000% Senior Notes due 2024 (the “Exchange 2024 Notes”) for a like aggregate principal amount of outstanding 3.000% Senior Notes due 2024, which have certain transfer restrictions; (ii) $600,000,000 aggregate principal amount of new 3.750% Senior Notes due 2025 (the “Exchange 2025 Notes”) for a like aggregate principal amount of outstanding 3.750% Senior Notes due 2025, which have certain transfer restrictions; (iii) $750,000,000 aggregate principal amount of new 4.650% Senior Notes due 2026 (the “Exchange 2026 Notes”) for a like aggregate principal amount of outstanding 4.650% Senior Notes due 2026, which have certain transfer restrictions; (iv) $500,000,000 aggregate principal amount of new 3.375% Senior Notes due 2027 (the “Exchange 2027 Notes”) for a like aggregate principal amount of outstanding 3.375% Senior Notes due 2027, which have certain transfer restrictions; (v) $600,000,000 aggregate principal amount of new 4.000% Senior Notes due 2028 (the “Exchange 2028 Notes”) for a like aggregate principal amount of outstanding 4.000% Senior Notes due 2028, which have certain transfer restrictions; and (vi) $750,000,000 aggregate principal amount of new 4.900% Senior Notes due 2029 (the “Exchange 2029 Notes” and, together with the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2026 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes, the “Exchange Notes”) for a like aggregate principal amount of outstanding 4.900% Senior Notes due 2029, which have certain transfer restrictions.

The Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes are to be issued pursuant to the Indenture, dated as of August 24, 2017 (the “Base 2017 Indenture”), by and among WRKCo Inc. (the “Issuer”), WestRock MWV, LLC (“WRK MWV”), the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the Base 2017 Indenture, as supplemented from time to time, the “2017 Indenture”), and the Exchange 2026 Notes and the Exchange 2029 Notes are to be issued pursuant to the Indenture, dated as of December 3, 2018 (the “Base 2018 Indenture”), by and among the Issuer, WRK MWV, the Guarantor, Parent (together with WRK MWV, the “Other Guarantors”) and the Trustee, as trustee (the Base 2018 Indenture, as supplemented from time to time, the “2018 Indenture” and, together with the 2017 Indenture, the “Indentures” and, each, an “Indenture”). The Exchange Notes are to be guaranteed (the “Guarantees”) by the Guarantor and the Other Guarantors on the terms set forth in the applicable Indenture.

WestRock RKT, LLC

January 16, 2019

Page 2

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (i) the Registration Statement; (ii) the Indentures and the forms of Exchange Notes and Guarantees included therein; (iii) the Guarantor’s Plan of Conversion, Certificate of Conversion and Articles of Organization pursuant to which the Guarantor converted from a Georgia corporation to a Georgia limited liability company; (iv) the Limited Liability Company Agreement of the Guarantor; and (v) resolutions adopted on August 7, 2017 and February 27, 2018 by the board of directors of the Guarantor prior to its conversion to a limited liability company, and resolutions adopted on November 15, 2018 by the Issuer, the sole member of the Guarantor.

In rendering this opinion, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed, with your consent, that the Indentures have been duly authorized, executed and delivered by the parties thereto (excluding the Guarantor) and that the form of the Exchange Notes will conform to that included in the applicable Indenture. As to any facts material to the opinion expressed herein which were not independently established or verified, we have relied, to the extent we deem appropriate, upon oral or written statements and representations of officers and other representatives of the Guarantor and others.

Our opinion set forth herein is limited to the laws of the State of Georgia that, in our experience, are normally applicable to transactions of the type contemplated by the Indentures and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Applicable Law”). We do not express any opinion with respect to any law other than Applicable Law or as to the effect of any law other than Applicable Law on the opinion herein stated.

With respect to paragraph (1) below, the opinion that the Guarantor “is validly existing as a limited liability company under the laws of the State of Georgia” is based solely upon a certificate of the Secretary of State of the State of Georgia certifying, as of the date set forth in such certificate, such matters.

WestRock RKT, LLC

January 16, 2019

Page 3

Based on the foregoing and subject to the qualifications set forth herein, we are of the opinion that:

1 The Guarantor is validly existing as a limited liability company under the laws of the State of Georgia.

2. The Guarantor has the requisite corporate or limited liability company (as applicable) power and authority to execute and deliver, and perform its obligations under, the Indentures (including the Guarantees).

3. The Indentures have been duly authorized, executed and delivered by the Guarantor.

4. The Guarantor has taken all corporate or limited liability company (as applicable) action necessary to authorize the execution and delivery, and the performance of its obligations under, the Indentures (including the Guarantees).

Our conclusions are limited to the matters expressly set forth as our “opinion” herein, and no opinion is implied or is to be inferred beyond the matters expressly so stated. Such opinion is given as of the date hereof, and we expressly decline any undertaking to revise or update such opinion subsequent to the date hereof or to advise you of any matter arising subsequent to the date hereof that would cause us to modify, in whole or in part, such opinion.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the caption “Validity of the Securities” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. We also consent to Cravath, Swaine & Moore LLP relying, as to matters of Georgia law, upon this opinion in connection with an opinion to be rendered by it to the Issuer on the date hereof in connection with the Registration Statement.

Very truly yours,

/s/ Rogers & Hardin LLP

EX-21.1

Exhibit 21.1

SIGNIFICANT SUBSIDIARIES OF WESTROCK COMPANY

Entity	State or Country of Formation
KapStone Paper and Packaging Corporation	Delaware, USA
Multi Packaging Solutions Acquisitions 1 Limited	United Kingdom
Multi Packaging Solutions Acquisitions 2 Limited	United Kingdom
Multi Packaging Solutions Global Holdings Limited	United Kingdom
Multi Packaging Solutions Limited	United Kingdom
Stone Global Inc.	Delaware, USA
WestRock—Solvay, LLC	Delaware, USA
WestRock—Southern Container, LLC	Delaware, USA
WestRock California, Inc.	California, USA
WestRock Canada Holdings Inc.	Georgia, USA
WestRock Coated Board, LLC	Alabama, USA
WestRock Company	Delaware, USA
WestRock Company of Canada Corp.	Canada
WestRock Converting, LLC	Georgia, USA
WestRock CP, LLC	Delaware, USA
WestRock MWV, LLC	Delaware, USA
WestRock RKT, LLC	Georgia, USA
WestRock Shared Services, LLC	Georgia, USA
WestRock Timber Note Holding Company III	Delaware, USA
WestRock Timber Note Holding IV, LLC	Delaware, USA
WRKCo Inc.	Delaware, USA
WRK International Holdings, Sarl	Luxembourg

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of WestRock Company for the registration of WRKCo Inc.’s 3.000% Senior Notes due 2024, 3.750% Senior Notes due 2025, 4.650% Senior Notes due 2026, 3.375% Senior Notes due 2027, 4.000% Senior Notes due 2028 and 4.900% Senior Notes due 2029 and to the incorporation by reference therein of our report dated November 16, 2018, except for Note 24, as to which the date is January 16, 2019, with respect to the consolidated financial statements of WestRock Company included in its Current Report on Form 8-K dated January 16, 2019, and our report dated November 16, 2018, with respect to the effectiveness of internal control over financial reporting of WestRock Company, included in its Annual Report (Form 10-K) for the year ended September 30, 2018, both filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Atlanta, Georgia

January 16, 2019

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
400 South Hope Street Suite 500 Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

WRKCo Inc.

(Exact name of obligor as specified in its charter)

Delaware	47-3335141
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
c/o WestRock Company 1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

WestRock Company

(Exact name of registrant as specified in its charter)

Delaware	37-1880617
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

WestRock MWV, LLC

(Exact name of registrant as specified in its charter)

Delaware	31-1797999
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
c/o WestRock Company 1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

WestRock RKT, LLC

(Exact name of registrant as specified in its charter)

Georgia	62-0342590
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
c/o WestRock Company 1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

3.000% Senior Notes due 2024

3.750% Senior Notes due 2025

3.375% Senior Notes due 2027

4.000% Senior Notes due 2028

Guarantees of 3.000% Senior Notes due 2024

Guarantees of 3.750% Senior Notes due 2025

Guarantees of 3.375% Senior Notes due 2027

Guarantees of 4.000% Senior Notes due 2028

(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 4^th day of January, 2019.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ Karen Yu
	Name: Karen Yu
	Title: Vice President

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business September 30, 2018, published in accordance with Federal regulatory authority instructions.

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,331
Interest-bearing balances		475,898
Securities:
Held-to-maturity securities		0
Available-for-sale securities		594,386
Equity securities with readily determinable fair values not held for trading		NR
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		9,535
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		860,805
Other assets		135,448
Total assets	$	2,078,403

1

LIABILITIES
Deposits:
In domestic offices	2,147
Noninterest-bearing	2,147
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	0
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	220,290
Total liabilities	222,437
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,123,455
Not available
Retained earnings	734,382
Accumulated other comprehensive income	-2,871
Other equity capital components	0
Not available
Total bank equity capital	1,855,966
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,855,966
Total liabilities and equity capital	2,078,403

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty         )             CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President    )

William D. Lindelof, Director       )             Directors (Trustees)

Alphonse J. Briand, Director         )

2

EX-25.2

Exhibit 25.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
400 South Hope Street Suite 500 Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

WRKCo Inc.

(Exact name of obligor as specified in its charter)

Delaware	47-3335141
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
c/o WestRock Company 1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

WestRock Company

(Exact name of registrant as specified in its charter)

Delaware	37-1880617
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

WestRock MWV, LLC

(Exact name of registrant as specified in its charter)

Delaware	31-1797999
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
c/o WestRock Company 1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

WestRock RKT, LLC

(Exact name of registrant as specified in its charter)

Georgia	62-0342590
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
c/o WestRock Company 1000 Abernathy Road NE Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip code)

4.650% Senior Notes due 2026

4.900% Senior Notes due 2029

Guarantees of 4.650% Senior Notes due 2026

Guarantees of 4.900% Senior Notes due 2029

(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 4^th day of January, 2019.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ Karen Yu
	Name: Karen Yu
	Title:   Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business September 30, 2018, published in accordance with Federal regulatory authority instructions.

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,331
Interest-bearing balances		475,898
Securities:
Held-to-maturity securities		0
Available-for-sale securities		594,386
Equity securities with readily determinable fair values not held for trading		NR
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		9,535
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		860,805
Other assets		135,448
Total assets	$	2,078,403

1

LIABILITIES
Deposits:
In domestic offices	2,147
Noninterest-bearing	2,147
Interest-bearing	0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	0
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	220,290
Total liabilities	222,437
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,123,455
Not available
Retained earnings	734,382
Accumulated other comprehensive income	-2,871
Other equity capital components	0
Not available
Total bank equity capital	1,855,966
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,855,966
Total liabilities and equity capital	2,078,403

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President    )

William D. Lindelof, Director       )         Directors (Trustees)

Alphonse J. Briand, Director         )

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EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

WRKCo Inc.

WestRock Company

Offer to Exchange up to $500,000,000 3.000% Senior Notes due 2024 and the guarantees thereof for a Like Principal Amount of 3.000% Senior Notes due 2024 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2024 Notes Exchange Offer”);

Offer to Exchange up to $600,000,000 3.750% Senior Notes due 2025 and the guarantees thereof for a Like Principal Amount of 3.750% Senior Notes due 2025 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2025 Notes Exchange Offer”);

Offer to Exchange up to $750,000,000 4.650% Senior Notes due 2026 and the guarantees thereof for a Like Principal Amount of 4.650% Senior Notes due 2026 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2026 Notes Exchange Offer”);

Offer to Exchange up to $500,000,000 3.375% Senior Notes due 2027 and the guarantees thereof for a Like Principal Amount of 3.375% Senior Notes due 2027 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2027 Notes Exchange Offer”);

Offer to Exchange up to $600,000,000 4.000% Senior Notes due 2028 and the guarantees thereof for a Like Principal Amount of 4.000% Senior Notes due 2028 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2028 Notes Exchange Offer”); and

Offer to Exchange up to $750,000,000 4.900% Senior Notes due 2029 and the guarantees thereof for a Like Principal Amount of 4.900% Senior Notes due 2029 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2029 Notes Exchange Offer” and, together with the 2024 Notes Exchange Offer, the 2025 Notes Exchange Offer, the 2026 Notes Exchange Offer, the 2027 Notes Exchange Offer and the 2028 Notes Exchange Offer, the “exchange offers” and each an “exchange offer”).

Pursuant to the Prospectus or the Canadian Offering Memorandum (as applicable), dated January 16, 2019

THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 A.M. NEW YORK CITY TIME, ON FEBRUARY 13, 2019, SUBJECT TO THE COMPANY’S RIGHT TO EXTEND THE EXPIRATION DATE FOR ANY EXCHANGE OFFER (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

DELIVERY TO:

The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”)

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

c/o The Bank of New York Mellon Corporation

Issuer & Loan Services / CSD – Reorg

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attention: Eric Herr

By Facsimile:	To Confirm by Telephone:
(732) 667-9408	(315) 414-3362
Issuer & Loan Services / CSD – Reorg	Issuer & Loan Services / CSD – Reorg

For Information, Call:

(315) 414-3362

Issuer & Loan Services / CSD – Reorg

Delivery of this Letter of Transmittal (this “Letter”) to an address other than as set forth above, or transmission of this Letter via facsimile other than as set forth above, will not constitute a valid delivery.

The undersigned acknowledges that he or she has received the prospectus, dated January 16, 2019 (the “Prospectus”) or the Canadian Offering Memorandum dated January 16, 2019 (the “Canadian Offering Memorandum”) (as applicable), of WRKCo Inc., a Delaware corporation (the “Company”), and this Letter, which together constitute the Company’s offer to exchange $500,000,000 aggregate principal amount of its outstanding, unregistered 3.000% Senior Notes due 2024 (the “Original 2024 Notes”) and the guarantees thereof for an equivalent amount of registered 3.000% Senior Notes due 2024 (the “Exchange 2024 Notes”) and the guarantees thereof, $600,000,000 aggregate principal amount of its outstanding, unregistered 3.750% Senior Notes due 2025 (the “Original 2025 Notes”) and the guarantees thereof for an equivalent amount of registered 3.750% Senior Notes due 2025 (the “Exchange 2025 Notes”) and the guarantees thereof, $750,000,000 aggregate principal amount of its outstanding, unregistered 4.650% Senior Notes due 2026 (the “Original 2026 Notes”) and the guarantees thereof for an equivalent amount of registered 4.650% Senior Notes due 2026 (the “Exchange 2026 Notes”) and the guarantees thereof, $500,000,000 aggregate principal amount of its outstanding, unregistered 3.375% Senior Notes due 2027 (the “Original 2027 Notes”) and the guarantees thereof for an equivalent amount of registered 3.375% Senior Notes due 2027 (the “Exchange 2027 Notes”) and the guarantees thereof, $600,000,000 aggregate principal amount of its outstanding, unregistered 4.000% Senior Notes due 2028 (the “Original 2028 Notes”) and the guarantees thereof for an equivalent amount of registered 4.000% Senior Notes due 2028 (the “Exchange 2028 Notes”) and the guarantees thereof and $750,000,000 aggregate principal amount of its outstanding, unregistered 4.900% Senior Notes due 2029 (the “Original 2029 Notes” and, together with the Original 2024 Notes, the Original 2025 Notes, the Original 2026 Notes, the Original 2027 Notes and the Original 2028 Notes, the “Original Notes” and each an “Original Note”) and the guarantees thereof for an equivalent amount of registered 4.900% Senior Notes due 2029 (the “Exchange 2029 Notes” and, together with the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2026 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes, the “Exchange Notes” and each an “Exchange Note”) and the guarantees thereof, each upon the terms and subject to the conditions set forth in the Prospectus or the Canadian Offering Memorandum (as applicable) and this Letter. The Original Notes and the Exchange Notes are sometimes referred to in this Letter together as the “Notes” and all references to the Notes include references to the related guarantees. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus or the Canadian Offering Memorandum (as applicable).

For each Original Note accepted for exchange, the holder of such Original Note will receive an Exchange Note of the same series having a principal amount equal to that of the surrendered Original Note. Interest on the Exchange Notes will accrue at a rate of 3.000% per year in the case of the Exchange 2024 Notes, 3.750% per year in the case of the Exchange 2025 Notes, 4.650% per year in the case of the Exchange 2026 Notes, 3.375% per year in the case of the Exchange 2027 Notes, 4.000% per year in the case of the Exchange 2028 Notes and 4.900% per year in the case of the Exchange 2029 Notes, in each case from the most recent date to which interest on the respective Original Notes has been paid or, if no interest has been paid, from December 3, 2018 for the Exchange 2026 Notes and the Exchange 2029 Notes. Interest on each series of Notes is payable semi-annually in cash in arrears on March 15 and September 15.

The Exchange 2024 Notes will mature on September 15, 2024, the Exchange 2025 Notes will mature on March 15, 2025, the Exchange 2026 Notes will mature on March 15, 2026, the Exchange 2027 Notes will mature on September 15, 2027, the Exchange 2028 Notes will mature on March 15, 2028 and the Exchange 2029 Notes will mature on March 15, 2029. The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes. The Exchange Notes will be guaranteed by WestRock Company, a Delaware corporation, WestRock MWV, LLC and WestRock RKT, LLC, a Georgia limited liability company (together, the “Guarantors”).

2

In the event that (1) changes in law or in applicable interpretations thereof by the staff of the SEC do not permit the Company to effect the exchange offers, (2) the applicable exchange offer is not consummated by March 1, 2019, with respect to the Original 2024 Notes and the Original 2027 Notes, by September 1, 2019, with respect to the Original 2025 Notes and the Original 2028 Notes, and by June 1, 2020, with respect to the Original 2026 Notes and the Original 2029 Notes, (3) under certain circumstances, the initial purchasers shall so request, (4) any holder of Original Notes of an applicable series notifies the Issuer that it (i) is not eligible to participate in the applicable exchange offer, (ii) may not resell the Exchange Notes without delivering a prospectus and this prospectus is not appropriate or available or (iii) is a broker-dealer and holds Original Notes acquired directly from the Issuer or one of its affiliates or (5) any initial purchaser notifies the Issuer that it will not receive Exchange Notes in exchange for Original Notes constituting any portion of such initial purchaser’s unsold allotment, the Company will, at its expense, (a) cause to be filed with the SEC a shelf registration statement covering resales of the Original Notes of the applicable series and use commercially reasonable efforts to cause the shelf registration statement to be declared effective within 30 days of the date the obligation to file a shelf registration statement arose and (b) use commercially reasonable efforts to keep the shelf registration statement effective until the earlier of the first anniversary of the effective date of the shelf registration statement and the date all Original Notes covered by the shelf registration statement have been sold as contemplated in the shelf registration statement, with certain exceptions. The Company will, in the event of the filing of the shelf registration statement, provide to each holder of the Original Notes of the applicable series copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the Original Notes of such series. A holder of Original Notes that sells its Original Notes pursuant to the shelf registration statement generally (1) will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, (2) will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and (3) will be bound by the provisions of the applicable registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations thereunder). In addition, each holder of the Original Notes will be required to deliver information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the applicable registration rights agreement to have their Original Notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages described in the following paragraph.

In the event that the Company does not consummate the applicable exchange offer by March 1, 2019, with respect to the Original 2024 Notes or the Original 2027 Notes, by September 1, 2019, with respect to the Original 2025 Notes or the Original 2028 Notes, or by June 1, 2020, with respect to the Original 2026 Notes or the Original 2029 Notes, or that it fails to comply with its obligation to file a shelf registration statement, if required by the applicable registration rights agreement, the interest rate borne by the applicable series of Original Notes will be increased by one quarter of one percent per annum for the first 90 day period and thereafter it will be increased by an additional one quarter of one percent per annum for each 90 day period that elapses, provided that the aggregate increase in such annual interest rate may in no event exceed one half of one percent, until (a) the exchange offer registration statement has been declared effective and consummated and (b) the shelf registration statement (if required) is declared effective. Upon the cure of all of the registration defaults set forth above, the interest rate borne by the Notes of such series will be reduced to the original interest rate if the Company is otherwise in compliance with this paragraph; provided, however, that if, after any such reduction in interest rate, certain events occur with respect to a different registration default, the interest rate on the applicable series of Notes may again be increased pursuant to the foregoing provisions.

The Prospectus may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the earlier of (i) 180 days from the date on which the registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, it will make the Prospectus available to any broker-dealer for use in connection with any such resale.

3

Resales of Exchange Notes in Canada are subject to the resale restrictions described in the Canadian Offering Memorandum.

The Company reserves the right, at any time or from time to time, to extend any exchange offer at its sole discretion, in which event the term “Expiration Date” for such exchange offer shall mean the latest time and date to which such exchange offer is extended. The Company intends to publicly announce any extension by making a timely release through an appropriate news agency.

This Letter is to be completed by a holder of Original Notes either if certificates for such Original Notes are forwarded herewith or if a tender is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) in accordance with the procedures set forth in the Prospectus or the Canadian Offering Memorandum (as applicable) under the caption “The Exchange Offers—Procedures For Tendering” and an Agent’s Message (as defined below) is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant. The term “Book-Entry Confirmation” means confirmation of the book-entry tender of Original Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility.

Delivery of documents to the Book-Entry Transfer Facility in accordance with its procedures does not constitute delivery to the Exchange Agent.

The method of delivery of Original Notes and this Letter and all other required documents to the Exchange Agent is at the election and risk of the holders. Instead of delivery by mail, the Company recommends that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the Exchange Agent before the Expiration Date. No Letter or Original Notes should be sent to the Company.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the exchange offers.

4

List below the Original Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount at maturity of Original Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL 2024 NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
	Total
*  Need not be completed if Original 2024 Notes are being tendered by book-entry transfer. **  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original 2024 Notes represented by the Original 2024 Notes indicated in column 2. See Instruction 2. Original 2024 Notes tendered must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof. See Instruction 1.

DESCRIPTION OF ORIGINAL 2025 NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
	Total
*  Need not be completed if Original 2025 Notes are being tendered by book-entry transfer. **  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original 2025 Notes represented by the Original 2025 Notes indicated in column 2. See Instruction 2. Original 2025 Notes tendered must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof. See Instruction 1.

5

DESCRIPTION OF ORIGINAL 2026 NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
	Total
*  Need not be completed if Original 2026 Notes are being tendered by book-entry transfer. **  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original 2026 Notes represented by the Original 2026 Notes indicated in column 2. See Instruction 2. Original 2026 Notes tendered must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof. See Instruction 1.

DESCRIPTION OF ORIGINAL 2027 NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
	Total
*  Need not be completed if Original 2027 Notes are being tendered by book-entry transfer. **  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original 2027 Notes represented by the Original 2027 Notes indicated in column 2. See Instruction 2. Original 2027 Notes tendered must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof. See Instruction 1.

6

DESCRIPTION OF ORIGINAL 2028 NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
	Total
*  Need not be completed if Original 2028 Notes are being tendered by book-entry transfer. **  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original 2028 Notes represented by the Original 2028 Notes indicated in column 2. See Instruction 2. Original 2028 Notes tendered must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof. See Instruction 1.

DESCRIPTION OF ORIGINAL 2029 NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
	Total
*  Need not be completed if Original 2029 Notes are being tendered by book-entry transfer. **  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original 2029 Notes represented by the Original 2029 Notes indicated in column 2. See Instruction 2. Original 2029 Notes tendered must be in an amount equal to $2,000 in principal amount and integral multiples of $1,000 in excess thereof. See Instruction 1.

7

☐ CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution  

Account Number   Transaction Code Number  

By crediting the Original Notes to the Exchange Agent’s account at the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the exchange offers, including transmitting to the Exchange Agent an Agent’s Message in which the holder of the Original Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such Original Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

☐ CHECK HERE IF PHYSICAL CERTIFICATES FOR TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS OR THE CANADIAN OFFERING MEMORANDUM AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:  

Address:  

CANADIAN RESIDENTS:

IF THE UNDERSIGNED IS A CANADIAN RESIDENT, OR IS A BROKER-DEALER HOLDING TENDERED ORIGINAL NOTES ON BEHALF OF A BENEFICIAL OWNER THAT IS A CANADIAN RESIDENT, THE UNDERSIGNED MUST ALSO COMPLETE APPENDIX A.

8

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the exchange offers, the undersigned hereby tenders to the Company the aggregate principal amount of the Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Original Notes, with full power of substitution, among other things, to cause the Original Notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants that (i) the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Original Notes tendered hereby and that, when such Original Notes are exchanged, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges and encumbrances or other obligations relating to their sale or transfer and not subject to any adverse claim when the Original Notes are accepted by the Company; (ii) the undersigned is not an “affiliate”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company, any of the Guarantors or their subsidiaries; (iii) any Exchange Notes to be received by the undersigned will be acquired in the ordinary course of the undersigned’s business; and (iv) at the time of commencement of the exchange offers it has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes it will receive in the exchange offers.

If the undersigned is a resident of Canada, or holds Original Notes on behalf of a beneficial owner that is a resident of Canada, the undersigned hereby represents and warrants that it or the beneficial owner on behalf of which it holds Original Notes (as applicable) (i) is a Canadian resident, (ii) has reviewed and acknowledges the resale restrictions referred to in the Canadian Offering Memorandum under the heading “Resale Restrictions” and agrees not to resell the Exchange Notes except in compliance with such resale restrictions, (iii) is basing its investment decision exclusively on the Canadian Offering Memorandum and not on any other information, including any advertising, concerning the Company, WestRock Company or the exchange offers, and (iv) provides the representations and warranties included in the Canadian Offering Memorandum including the following: (A) it is an “accredited investor” as defined in National Instrument 45-106 – Prospectus Exemptions by virtue of satisfying the specific criteria indicated by the undersigned in Appendix A, (B) it is entitled under applicable Canadian securities laws to acquire the Exchange Notes without the benefit of a prospectus qualified under those securities laws (C) if in Ontario, is not an individual, (D) is acquiring the Exchange Notes as principal for its own account, or is deemed to be acquiring the Exchange Notes as principal by applicable law, and (E) was not created or used solely to acquire or hold the Exchange Notes without a prospectus in reliance on an exemption from the prospectus requirements under applicable Canadian securities laws.

In addition, if the undersigned is a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a Prospectus and, if applicable, a Canadian Offering Memorandum in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a Prospectus and, if applicable, a Canadian Offering Memorandum, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned also acknowledges that the exchange offers are being made by the Company based upon the Company’s understanding of interpretations by the staff of the SEC as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Original Notes pursuant to the exchange offers may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the

9

registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holder is not an “affiliate”, as defined in Rule 405 under the Securities Act, of the Company, any of the Guarantors or their subsidiaries; (ii) such Exchange Notes received by the undersigned are acquired in the ordinary course of the undersigned’s business; and (iii) such holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes.

However, the Company has not sought its own no-action letter and therefore the staff of the SEC has not considered the exchange offers in the context of a no-action letter. There can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offers as in other circumstances. If a holder of Original Notes is an affiliate of the Company, any of the Guarantors or their subsidiaries, acquires the Exchange Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the exchange offers, such holder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth under the caption “The Exchange Offers—Withdrawal of Tenders” section of the Prospectus or the Canadian Offering Memorandum (as applicable).

The exchange offers are subject to certain conditions as set forth in the Prospectus or the Canadian Offering Memorandum (as applicable) under the caption “The Exchange Offers—Conditions to the Exchange Offers”. The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus or the Canadian Offering Memorandum (as applicable), the Company may not be required to exchange any of the Original Notes tendered hereby and, in such event, the Original Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the applicable exchange offer. In addition, the Company is not required to accept for exchange, or to issue the Exchange Notes in exchange for, any Original Notes and may terminate or amend the applicable exchange offer at any time prior to the applicable Expiration Date if any of the conditions set forth under the caption “The Exchange Offers—Conditions to the Exchange Offers” in the Prospectus or the Canadian Offering Memorandum (as applicable) occur.

Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please deliver the Exchange Notes in the name of the undersigned or, in the case of a book-entry delivery of the Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes to the undersigned at the address shown above in the applicable box above.

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THE UNDERSIGNED, BY COMPLETING THE APPLICABLE BOX OR BOXES ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Original Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue Exchange Notes and/or Original Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Including Zip Code)

(Complete accompanying Substitute Form W-9)

☐   Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility

Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Original Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter or to such person(s) at an address other than shown in the box entitled “Description of Original 2024 Notes,” “Description of Original 2025 Notes,” “Description of Original 2026 Notes,” “Description of Original 2027 Notes,” “Description of Original 2028 Notes” and/or “Description of Original 2029 Notes” on this Letter above.

Mail Exchange Notes and/or Original Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Including Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES) OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

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PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (Complete accompanying Substitute Form W-9 below)
X:		,
X:		,
	(Signature(s) of Registered Owner(s))	(Date)

Area Code and Telephone Number:                                                      

If a holder is tendering any Original Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s): 

Title: 

(Please Type or Print)

Capacity: 

Address: 

(Including Zip Code)

SIGNATURE GUARANTEE

(if Required by Instruction 3)

Signature Guaranteed by an Eligible Institution: 

(Authorized Signature)

(Title)

(Name and Firm)

Date:

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the

Offer to Exchange up to $500,000,000 3.000% Senior Notes due 2024 and the guarantees thereof for a Like Principal Amount of 3.000% Senior Notes due 2024 and the guarantees thereof which have been registered under the Securities Act of 1933;

Offer to Exchange up to $600,000,000 3.750% Senior Notes due 2025 and the guarantees thereof for a Like Principal Amount of 3.750% Senior Notes due 2025 and the guarantees thereof which have been registered under the Securities Act of 1933;

Offer to Exchange up to $750,000,000 4.650% Senior Notes due 2026 and the guarantees thereof for a Like Principal Amount of 4.650% Senior Notes due 2026 and the guarantees thereof which have been registered under the Securities Act of 1933 ;

Offer to Exchange up to $500,000,000 3.375% Senior Notes due 2027 and the guarantees thereof for a Like Principal Amount of 3.375% Senior Notes due 2027 and the guarantees thereof which have been registered under the Securities Act of 1933;

Offer to Exchange up to $600,000,000 4.000% Senior Notes due 2028 and the guarantees thereof for a Like Principal Amount of 4.000% Senior Notes due 2028 and the guarantees thereof which have been registered under the Securities Act of 1933; and

Offer to Exchange up to $750,000,000 4.900% Senior Notes due 2029 and the guarantees thereof for a Like Principal Amount of 4.900% Senior Notes due 2029 and the guarantees thereof which have been registered under the Securities Act of 1933.

1. Delivery of this Letter and the Original Notes.

This Letter or, in lieu thereof, an Agent’s Message stating that the holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable by, this Letter, is to be completed by or received with respect to holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the “The Exchange Offers—Procedures for Tendering” section of the Prospectus. Certificates for all physically tendered Original Notes (or Book-Entry Confirmation), as well as a properly completed and duly executed Letter (or facsimile thereof) and any other documents required by this Letter (or, in lieu thereof, an Agent’s Message), must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date. Original Notes tendered hereby must be in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No Letter or Original Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

See “The Exchange Offers” section of the Prospectus or the Canadian Offering Memorandum (as applicable).

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2. Partial Tenders (not applicable to holders of Original Notes who tender by book-entry transfer); Withdrawals.

If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box(es) above entitled “Description of Original 2024 Notes—Principal Amount Tendered,” “Description of Original 2025 Notes—Principal Amount Tendered,” “Description of Original 2026 Notes—Principal Amount Tendered,” “Description of Original 2027 Notes—Principal Amount Tendered,” “Description of Original 2028 Notes—Principal Amount Tendered” and/or “Description of Original 2029 Notes—Principal Amount Tendered.” A newly reissued certificate for the Original Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All of the Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

A tender pursuant to the exchange offers may be withdrawn at any time prior to the Expiration Date. To be effective, a written or facsimile transmission notice of withdrawal must: (i) be received by the Exchange Agent prior to the Expiration Date; (ii) specify the name of the person who deposited the Original Notes to be withdrawn; (iii) identify the Original Notes to be withdrawn (including the certificate number(s), if any, and principal amount of such Original Notes); (iv) be signed by the depositor in the same manner as the original signature on this Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Original Notes into the name of the person withdrawing the tender; and (v) specify the name in which any such Original Notes are to be registered, if different from that of the depositor. The Exchange Agent will return the properly withdrawn Original Notes promptly following receipt of notice of withdrawal. If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes or otherwise comply with the Book-Entry Transfer Facility’s procedures. All questions as to the validity of notices of withdrawal, including time of receipt, will be determined by the Company, in its sole discretion, and such determination will be final and binding on all parties.

3. Signatures on this Letter, Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter is signed by the registered holder(s) of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing without alteration, enlargement or any change whatsoever.

If any tendered Original Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder(s) (which term, for the purposes described herein, shall include the Book-Entry Transfer Facility whose name appears on a security listing as the owner of the Original Notes) of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued to a person other than the registered holder(s), then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates must be guaranteed by an Eligible Institution (as defined below).

If this Letter is signed by a person other than the registered holder(s) of any Original Notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as such registered holder’s or holders’ name(s) appear(s) on the Original Notes.

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If this Letter or any certificates of Original Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or other persons acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter.

Signature on a Letter or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Original Notes are being or were tendered (i) by a registered holder who has not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on the Letter or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each such entity an “Eligible Institution”).

4. Special Issuance and Delivery Instructions.

Tendering holders of Original Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the exchange offers are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name or address of the person signing this Letter.

5. Tax Identification Number and Backup Withholding.

An exchange of Original Notes for Exchange Notes pursuant to the exchange offers will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. In particular, no backup withholding or information reporting is required in connection with such an exchange. However, U.S. federal income tax law generally requires that payments of principal and interest on a note to a holder be subject to backup withholding unless such holder provides the payor with such holder’s correct Taxpayer Identification Number (“TIN”) or otherwise establishes a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payor is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”). In addition, such holder may be subject to backup withholding in an amount that is currently 24% of all reportable payments of principal and interest.

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and check the box marked “exempt” in Part 2, to avoid possible erroneous backup withholding. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding), or other appropriate IRS Form W-8. IRS Forms W-8 and W-9, and the instructions to such forms, may be obtained from the Exchange Agent or on the IRS website, www.irs.gov.

To prevent backup withholding on reportable payments of principal and interest, each tendering holder of Original Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified the holder that

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such holder is no longer subject to backup withholding. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult instructions to IRS Form W-9 for information on which TIN to report. If such holder does not have a TIN, such holder should consult the instructions to IRS Form W-9 for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 and writes “applied for” on that form, backup withholding at a rate currently of 24% will nevertheless apply to all reportable payments made by such holder. If such a holder furnishes its TIN to the Company within 60 calendar days of Company’s receipt of the Substitute Form W-9, however, any amounts so withheld shall be refunded to such holder.

If backup withholding applies, the payor will withhold the appropriate percentage (currently 24%) from payments to the payee. Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the IRS.

6. Canadian Residents

Holders of Original Notes that are Canadian residents and broker-dealers holding tendered Original Notes on behalf of beneficial owners that are Canadian residents must also complete one copy of Appendix A for each such holder or beneficial owner and return same to the Exchange Agent.

7. Transfer Taxes.

Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the exchange offers, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter.

8. Waiver of Conditions.

The Company reserves the right, in its sole discretion, to waive satisfaction of any or all conditions enumerated in the Prospectus or the Canadian Offering Memorandum (as applicable) at any time and from time to time prior to the Expiration Date.

9. No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter or, in lieu thereof, an Agent’s Message, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

None of the Company, the Exchange Agent or any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

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10. Mutilated, Lost, Stolen or Destroyed Original Notes.

Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

11. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or the Canadian Offering Memorandum (as applicable) and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.

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TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 5)

SUBSTITUTE FORM W-9

REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION

PAYOR’S NAME: WESTROCK COMPANY

PAYEE INFORMATION

(Please print or type)

Individual or business name (if joint account list first and circle the name of person or entity whose number you furnish in Part 1 below):
Check appropriate box:	☐	Individual/Sole proprietor
	☐	C Corporation
	☐	S Corporation
	☐	Partnership
	☐	Trust/Estate
	☐	Limited Liability Company
	☐	Other
ADDRESS (NUMBER, STREETS AND APT. OR SUITE NO.)
CITY, STATE, AND ZIP CODE

  PART 1:     TAXPAYER IDENTIFICATION NUMBER (“TIN”)   Enter your TIN below. For individuals, this is your social security number. For other entities, it is your employer identification number. Refer to the instructions to IRS Form W-9 for further clarification. If you do not have a TIN, consult the instructions to IRS Form W-9 for instructions on how to obtain a TIN, check the appropriate box below indicating that you have applied for a TIN and, in addition to the Part 3 Certification, sign the attached Certification of Awaiting Taxpayer Identification Number.   Social Security Number:             -            -             Employer Identification number:             -               ☐   Applied For       PART 2:    PAYEES EXEMPT FROM BACKUP WITHHOLDING   Check box (Even if you are exempt from backup withholding, you should still complete and sign the certification below):     ☐   Exempt

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PART 3: CERTIFICATION

Certification instructions: You must cross out item 2 below if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me) and

2. I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified me that I am no longer subject to backup withholding.

3. I am a U.S. person (including a U.S. resident alien).

Signature

Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 24% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS.   YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX “APPLIED FOR” IN PART 1 OF SUBSTITUTE FORM W-9

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CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a TIN has not been issued to me, and either (i) I have mailed or delivered an application to receive a TIN to the appropriate IRS Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN to the payor, the payor is required to withhold and remit to the IRS a percentage (currently 24%) of all reportable payments made to me until I furnish the payor with a TIN.

Signature

Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE (WHICH IS CURRENTLY 24%) ON ANY REPORTABLE PAYMENTS MADE TO YOU.

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APPENDIX A

TO BE COMPLETED BY REGISTERED OWNERS THAT ARE CANADIAN RESIDENTS AND BY REGISTERED OWNERS HOLDING ORIGINAL NOTES ON BEHALF OF BENEFICIAL OWNERS THAT ARE CANADIAN RESIDENTS (See Instruction 6)

One copy of this Appendix A must be completed for each beneficial owner that is a Canadian resident.

1. The registered owner or beneficial owner (as applicable) is an “accredited investor” as defined in Section 1.1 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and section 73.3(1) of the Securities Act (Ontario) by virtue of satisfying the applicable criteria indicated in section 3 below.

2. Please provide the information below:

Legal Name:
Street address:
Municipality (town or city):
Province:
Postal Code:
Telephone number:
E-mail address:
Insider of the Company?	Yes  ☐    No  ☐
Registrant?	Yes  ☐    No  ☐
Original 2024 Notes tendered:	Principal Amount:
Original 2025 Notes tendered:	Principal Amount:
Original 2026 Notes tendered:	Principal Amount:
Original 2027 Notes tendered:	Principal Amount:
Original 2028 Notes tendered:	Principal Amount:
Original 2029 Notes tendered:	Principal Amount:

3. Please mark your initials beside the applicable category or categories of “accredited investor” to which the registered owner or beneficial owner (as applicable) belongs.

Accredited Investor (as defined in NI 45-106 and section 73.3(1) of the Securities Act (Ontario)) means:

          — (a) (i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or

(ii) in Ontario, (A) a bank listed in Schedule I, II or III to the Bank Act (Canada); (B) an association to which the Cooperative Credit Association Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or (C) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;

          — (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

          — (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

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          — (d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, except as otherwise prescribed by the regulations;

          — (e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

          — (e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

          — (f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

          — (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

          — (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

          — (i) a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

          — (j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds Cdn$5,000,000;

(Note: if individual accredited investors wish to participate in any exchange offer through wholly-owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled.)

          — (m) a person, other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently prepared financial statements;

          — (n) an investment fund that distributes or has distributed its securities only to

(i) a person that is or was an accredited investor at the time of the distribution,

(ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 (minimum amount investment) or 2.19 (additional investment in investment funds) of NI 45-106, or

(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (investment fund reinvestment) of NI 45-106;

          — (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

          — (p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

          — (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

          — (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

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          — (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

          — (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in NI 45-106);

          — (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

          — (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or

          — (w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

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DEFINITIONS

In this Appendix A, the following terms have the following meanings:

“affiliate” means an issuer connected with another issuer because

(a) one of them is the subsidiary of the other, or

(b) each of them is controlled by the same person;

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

“Canadian financial institution” means

(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“close business associate” means that the Subscriber has had sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being merely a member of the same club, organization, association or religious group or a co-worker, colleague or associate at the same workplace or a client, customer or former client or customer or a mere acquaintance or connected through some form of social media or a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual and to obtain information from them with respect to the investment;

“close personal friend” means that the Subscriber has known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being merely a relative or a member of the same club, organization, association or religious group or a co-worker, colleague or associate at the same workplace or a client, customer or former client or customer or a mere acquaintance or connected through some form of social media or a close personal friend of a close personal friend of such individual) to be in a position to assess the capabilities and the trustworthiness of such individual and to obtain information from them with respect to the investment;

“consultant” means for an issuer, a person, other than an employee, executive officer, or director of the issuer or of a related entity of the issuer, that

(a) is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution,

(b) provides the services under a written contract with the issuer or a related entity of the issuer, and

(c) spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer

and includes

(d) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner; and

(e) for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer;

24

“control person” means

(a) a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person or company holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(b) each person or company in a combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons or companies holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

“director” means

(a) a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“eligibility adviser” means

(a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b) in Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

(i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

(ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

“executive officer” means, for an issuer, an individual who is

(a) a chair, vice-chair or president,

(b) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(c) performing a policy-making function in respect of the issuer;

“financial assets” means

(a) cash,

(b) securities, or

(c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

25

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

“founder” means, in respect of an issuer, a person who,

(a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(b) at the time of the distribution or trade is actively involved in the business of the issuer;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“holding entity” means a person that is controlled by an individual;

“individual” means a natural person, but does not include

(a) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

(b) a natural person in the person’s capacity as trustee, executor, administrator or other legal personal representative;

“insider” means:

(a) a director or officer of the Corporation;

(b) a director or officer of a person or company that is itself an insider or subsidiary of the Corporation;

(c) a person or company that has

(i) beneficial ownership of, or control or direction over, directory or indirectly, or

(ii) a combination of beneficial ownership of and control or direction over, directly or indirectly,

securities of the Corporation carrying more than 10% of the voting rights attached to all of the Corporation’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

(d) a person designated as an insider in an order made by a securities commission; or

(e) a person that is in a prescribed / designated class of persons;

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an employee venture capital corporation that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act (British Columbia) and whose business objective is making multiple investments and a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia) whose business objective is making multiple investments;

“local jurisdiction” means the province or territory of Canada in which the applicable Canadian securities regulatory authority is situate;

“mutual fund” has the meaning ascribed to it under the securities legislation of the local jurisdiction;

“non-redeemable investment fund” means an issuer,

(a) whose primary purpose is to invest money provided by its securityholders,

26

(b) that does not invest:

(i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

(ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(c) that is not a mutual fund;

“permitted assign” means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer,

(a) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the person,

(b) a holding entity of the person,

(c) a RRSP, RRIF or TFSA of the person,

(d) a spouse of the person,

(e) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the spouse of the person,

(f) a holding entity of the spouse of the person, or

(g) a RRSP, RRIF or TFSA of the spouse of the person;

“person” includes

(a) an individual,

(b) a corporation,

(c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“registrant” means a person registered or required to be registered under any securities legislation in Canada;

“regulator” means, for the local jurisdiction, the person referred to in Appendix D of National Instrument 14-101 and includes: (i) in Alberta, the Executive Director as defined under section 1 of the Securities Act (Alberta), (ii) in Ontario, the Director as defined under section 1 of the Securities Act (Ontario), and (iii) in British Columbia, the Executive Director as defined under section 1 of the Securities Act (British Columbia);

“related entity” means, for an issuer, a person that controls or is controlled by the issuer or that is controlled by the same person that controls the issuer;

“related liabilities” means

(a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(b) liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“securities regulatory authority” means, for the local jurisdiction, the securities commission or similar regulatory authority listed in Appendix C of National Instrument 14-101, and includes the Alberta Securities Commission, the Ontario Securities Commission and the British Columbia Securities Commission;

27

“spouse” means an individual who,

(a) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(b) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(c) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Control

Other than in respect of the definitions of “holding entity” or “related entity” above, a person (first person) is considered to control another person (second person) if

(a) the first person beneficially owns or, directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c) the second person is a limited partnership and the general partner of the limited partnership is the first person.

In respect of the definitions of “holding entity” and “related entity” above, a person (first person) is considered to control another person (second person) if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of

(a) ownership of or direction over voting securities in the second person,

(b) a written agreement or indenture,

(c) being the general partner or controlling the general partner of the second person, or

(d) being a trustee of the second person.

All monetary references are in Canadian Dollars.

28

EX-99.2

EXHIBIT 99.2

WRKCo Inc.

WestRock Company

Offer to Exchange up to $500,000,000 3.000% Senior Notes due 2024 and the guarantees thereof for a Like Principal Amount of 3.000% Senior Notes due 2024 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2024 Notes Exchange Offer”);

Offer to Exchange up to $600,000,000 3.750% Senior Notes due 2025 and the guarantees thereof for a Like Principal Amount of 3.750% Senior Notes due 2025 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2025 Notes Exchange Offer”);

Offer to Exchange up to $750,000,000 4.650% Senior Notes due 2026 and the guarantees thereof for a Like Principal Amount of 4.650% Senior Notes due 2026 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2026 Notes Exchange Offer”);

Offer to Exchange up to $500,000,000 3.375% Senior Notes due 2027 and the guarantees thereof for a Like Principal Amount of 3.375% Senior Notes due 2027 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2027 Notes Exchange Offer”);

Offer to Exchange up to $600,000,000 4.000% Senior Notes due 2028 and the guarantees thereof for a Like Principal Amount of 4.000% Senior Notes due 2028 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2028 Notes Exchange Offer”); and

Offer to Exchange up to $750,000,000 4.900% Senior Notes due 2029 and the guarantees thereof for a Like Principal Amount of 4.900% Senior Notes due 2029 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2029 Notes Exchange Offer” and, together with the 2024 Notes Exchange Offer, the 2025 Notes Exchange Offer, the 2026 Notes Exchange Offer, the 2027 Notes Exchange Offer and the 2028 Notes Exchange Offer, the “exchange offers” and each an “exchange offer”).

Pursuant to the Prospectus or the Canadian Offering Memorandum (as applicable), dated January 16, 2019

To Our Clients:

Enclosed for your consideration is a prospectus, dated January 16, 2019 (the “Prospectus”), or a separate Canadian offering memorandum dated January 16, 2019 (the “Canadian Offering Memorandum”), as applicable, and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer of WRKCo Inc., a Delaware corporation (the “Issuer”), and WestRock Company, a Delaware corporation (“Parent”) to exchange $500,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 3.000% Senior Notes due 2024 (the “Original 2024 Notes”) and the guarantees thereof for an equivalent amount of registered 3.000% Senior Notes due 2024 (the “Exchange 2024 Notes”) and the guarantees thereof, $600,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 3.750% Senior Notes due 2025 (the “Original 2025 Notes”) and the guarantees thereof for an equivalent amount of registered 3.750% Senior Notes due 2025 (the “Exchange 2025 Notes”) and the guarantees thereof, $750,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 4.650% Senior Notes due 2026 (the “Original 2026 Notes”) and the guarantees thereof for an equivalent amount of registered 4.650% Senior Notes due 2026 (the “Exchange 2026 Notes”) and the guarantees thereof, $500,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 3.375% Senior Notes due 2027 (the “Original 2027 Notes”) and the guarantees thereof for an equivalent amount of registered 3.375% Senior Notes due 2027 (the “Exchange 2027 Notes”) and the guarantees thereof, $600,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 4.000% Senior Notes due 2028 (the “Original 2028 Notes”) and the guarantees thereof for an equivalent amount of registered 4.000% Senior Notes due 2028 (the “Exchange 2028 Notes”) and the guarantees thereof and $750,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 4.900% Senior Notes due 2029 (the “Original 2029 Notes” and, together

with the Original 2024 Notes, the Original 2025 Notes, the Original 2026 Notes, the Original 2027 Notes and the Original 2028 Notes, the “Original Notes” and each an “Original Note”) and the guarantees thereof for an equivalent amount of registered 4.900% Senior Notes due 2029 (the “Exchange 2029 Notes” and, together with the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2026 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes, the “Exchange Notes” and each an “Exchange Note”) and the guarantees thereof. The Exchange Notes will be guaranteed by Parent, WestRock MWV, LLC, a Delaware limited liability company (“WRK MWV”) and WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT” and, together with WRK MWV, the “Subsidiary Guarantors” and, together with WRK MWV and Parent, the “Guarantors”). The Original Notes and the Exchange Notes are sometimes referred to in this letter together as the “Notes” and all references to the Notes include references to the related guarantees. Capitalized terms not defined herein shall have the meaning ascribed to them in the Prospectus or the Canadian Offering Memorandum, as applicable.

The exchange offers are intended to satisfy certain obligations of the Issuer contained in the Registration Rights Agreement, dated as of August 24, 2017, relating to the Original 2024 Notes and Original 2027 Notes, among the Issuer, the Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. (“SMBC”), TD Securities (USA) LLC, HSBC Securities (USA) Inc. (“HSBC”), MUFG Securities Americas Inc. (“MUFG”) and Rabo Securities USA, Inc. (“Rabo”), as representatives of the initial purchasers named therein, in the Registration Rights Agreement, dated March 6, 2018, relating to the Original 2025 Notes and Original 2028 Notes, among the Issuer, the Subsidiary Guarantors and Wells Fargo Securities, LLC (“Wells Fargo”), Merrill Lynch, Mizuho Securities USA LLC, MUFG, Scotia Capital (USA) Inc., SMBC and SunTrust Robinson Humphrey, Inc., as representatives of the initial purchasers named therein, and in the Registration Rights Agreement, dated December 3, 2018, relating to the Original 2026 Notes and Original 2029 Notes, among the Issuer, the Guarantors and Merrill Lynch, HSBC, Rabo, SMBC and Wells Fargo, as representatives of the initial purchasers named therein. As set forth in the Prospectus and the Canadian Offering Memorandum, the terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.

This material is being forwarded to you as the beneficial owner of the Original Notes carried by us for your account but not registered in your name. A tender of such Original Notes may only be made by us as the holder of record and pursuant to your instructions, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus or the Canadian Offering Memorandum (as applicable) and Letter of Transmittal.

Please forward your instructions to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the exchange offers. The exchange offers will expire at 12:00 a.m., New York City time, on February 13, 2019, subject to the Issuer’s right to extend the expiration date for any exchange offer (such date and time, the “Expiration Date”). Any Original Notes tendered pursuant to the exchange offers may be withdrawn any time prior to the Expiration Date.

Your attention is directed to the following:

1. The exchange offers are for any and all Original Notes.

2. The exchange offers are subject to certain conditions set forth in the Prospectus or the Canadian Offering Memorandum (as applicable) in the section captioned “The Exchange Offers—Conditions to the Exchange Offers.”

3. The exchange offers expire at 12:00 a.m., New York City time, on the Expiration Date, unless extended by the Issuer.

If you wish to have us tender your Original Notes, please instruct us to do so by completing, executing and returning to us the instruction form on the back of this letter. If you are a beneficial owner resident in Canada,

you must complete and deliver to us with your instructions the section of this notice titled “Appendix A—Canadian Residents”.

The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Original Notes, unless you obtain a properly completed bond power from us or arrange to have the Original Notes registered in your name.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFERS

The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to herein relating to the exchange offers made by the Issuer with respect to the Original Notes.

This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus or the Canadian Offering Memorandum (as applicable) and the related Letter of Transmittal.

Please tender the Original 2024 Notes held by you for the account of the undersigned as indicated below:

☐	Please tender the Original 2024 Notes held by you for the account of the undersigned as indicated below:
		Aggregate Principal Amount of Original 2024 Notes
	3.000% Senior Notes due 2024	$
			(must be in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof)
☐	Please do not tender any Original 2024 Notes held by you for the account of the undersigned.

Please tender the Original 2025 Notes held by you for the account of the undersigned as indicated below:

☐	Please tender the Original 2025 Notes held by you for the account of the undersigned as indicated below:
		Aggregate Principal Amount of Original 2025 Notes
	3.750% Senior Notes due 2025	$
			(must be in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof)
☐	Please do not tender any Original 2025 Notes held by you for the account of the undersigned.

Please tender the Original 2026 Notes held by you for the account of the undersigned as indicated below:

☐	Please tender the Original 2026 Notes held by you for the account of the undersigned as indicated below:
		Aggregate Principal Amount of Original 2026 Notes
	4.650% Senior Notes due 2026	$
			(must be in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof)
☐	Please do not tender any Original 2026 Notes held by you for the account of the undersigned.

Please tender the Original 2027 Notes held by you for the account of the undersigned as indicated below:

☐	Please tender the Original 2027 Notes held by you for the account of the undersigned as indicated below:
		Aggregate Principal Amount of Original 2027 Notes
	3.375% Senior Notes due 2027	$
			(must be in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof)
☐	Please do not tender any Original 2027 Notes held by you for the account of the undersigned.

Please tender the Original 2028 Notes held by you for the account of the undersigned as indicated below:

☐	Please tender the Original 2028 Notes held by you for the account of the undersigned as indicated below:
		Aggregate Principal Amount of Original 2028 Notes
	4.000% Senior Notes due 2028	$
			(must be in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof)
☐	Please do not tender any Original 2028 Notes held by you for the account of the undersigned.

Please tender the Original 2029 Notes held by you for the account of the undersigned as indicated below:

☐	Please tender the Original 2029 Notes held by you for the account of the undersigned as indicated below:
		Aggregate Principal Amount of Original 2029 Notes
	4.900% Senior Notes due 2029	$
			(must be in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof)
☐	Please do not tender any Original 2029 Notes held by you for the account of the undersigned.

PLEASE SIGN HERE
X:
	(Signature)	(Date)
(Type or Print Name)
(Address)
(Area Code and Telephone Number)
(Tax Identification or Social Security Number)

None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.

APPENDIX A

CANADIAN RESIDENTS

1.    The beneficial owner is an “accredited investor” as defined in Section 1.1 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and section 73.3(1) of the Securities Act (Ontario) by virtue of satisfying the applicable criteria indicated in section 3 below.

2.     Please provide the information below:

Legal Name:
Street address:
Municipality (town or city):
Province:
Postal Code:
Telephone number:
E-mail address:
Insider of the Company?	Yes  ☐    No  ☐
Registrant?	Yes  ☐    No  ☐

3.     Please mark your initials beside the applicable category or categories of “accredited investor” to which you belong.

Accredited Investor (as defined in NI 45-106 and section 73.3(1) of the Securities Act (Ontario)) means:

(a) (i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or

(ii) in Ontario, (A) a bank listed in Schedule I, II or III to the Bank Act (Canada); (B) an association to which the Cooperative Credit Association Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or (C) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

(c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, except as otherwise prescribed by the regulations;

(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

(f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

(i) a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds Cdn$5,000,000;

(Note: if individual accredited investors wish to participate in any exchange offer through wholly-owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled.)

(m) a person, other than an individual or investment fund, that has net assets of at least Cdn $5,000,000 as shown on its most recently prepared financial statements;

(n) an investment fund that distributes or has distributed its securities only to

(i) a person that is or was an accredited investor at the time of the distribution,

(ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 (minimum amount investment) or 2.19 (additional investment in investment funds) of NI 45-106, or

(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (investment fund reinvestment) of NI 45-106;

(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

(p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

(q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in NI 45-106);

(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or

(w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

DEFINITIONS

In this Appendix A, the following terms have the following meanings:

“affiliate” means an issuer connected with another issuer because

(a) one of them is the subsidiary of the other, or

(b) each of them is controlled by the same person;

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

“Canadian financial institution” means

(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“close business associate” means that the Subscriber has had sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being merely a member of the same club, organization, association or religious group or a co-worker, colleague or associate at the same workplace or a client, customer or former client or customer or a mere acquaintance or connected through some form of social media or a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual and to obtain information from them with respect to the investment;

“close personal friend” means that the Subscriber has known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being merely a relative or a member of the same club, organization, association or religious group or a co-worker, colleague or associate at the same workplace or a client, customer or former client or customer or a mere acquaintance or connected through some form of social media or a close personal friend of a close personal friend of such individual) to be in a position to assess the capabilities and the trustworthiness of such individual and to obtain information from them with respect to the investment;

“consultant” means for an issuer, a person, other than an employee, executive officer, or director of the issuer or of a related entity of the issuer, that

(a) is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution,

(b) provides the services under a written contract with the issuer or a related entity of the issuer, and

(c) spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer

and includes

(d) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner; and

(e) for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer;

“control person” means

(a) a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person or company holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(b) each person or company in a combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons or companies holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

“director” means

(a) a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“eligibility adviser” means

(a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b) in Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

(i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

(ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

“executive officer” means, for an issuer, an individual who is

(a) a chair, vice-chair or president,

(b) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(c) performing a policy-making function in respect of the issuer;

“financial assets” means

(a) cash,

(b) securities, or

(c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

“founder” means, in respect of an issuer, a person who,

(a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(b) at the time of the distribution or trade is actively involved in the business of the issuer;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

“holding entity” means a person that is controlled by an individual;

“individual” means a natural person, but does not include

(a) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

(b) a natural person in the person’s capacity as trustee, executor, administrator or other legal personal representative;

“insider” means:

(a) a director or officer of the Corporation;

(b) a director or officer of a person or company that is itself an insider or subsidiary of the Corporation;

(c) a person or company that has

(i) beneficial ownership of, or control or direction over, directory or indirectly, or

(ii) a combination of beneficial ownership of and control or direction over, directly or indirectly,

securities of the Corporation carrying more than 10% of the voting rights attached to all of the Corporation’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

(d) a person designated as an insider in an order made by a securities commission; or

(e) a person that is in a prescribed / designated class of persons;

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an employee venture capital corporation that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act (British Columbia) and whose business objective is making multiple investments and a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia) whose business objective is making multiple investments;

“local jurisdiction” means the province or territory of Canada in which the applicable Canadian securities regulatory authority is situate;

“mutual fund” has the meaning ascribed to it under the securities legislation of the local jurisdiction;

“non-redeemable investment fund” means an issuer,

(a) whose primary purpose is to invest money provided by its securityholders,

(b) that does not invest:

(i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

(ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(c) that is not a mutual fund;

“permitted assign” means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer,

(a) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the person,

(b) a holding entity of the person,

(c) a RRSP, RRIF or TFSA of the person,

(d) a spouse of the person,

(e) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the spouse of the person,

(f) a holding entity of the spouse of the person, or

(g) a RRSP, RRIF or TFSA of the spouse of the person;

“person” includes

(a) an individual,

(b) a corporation,

(c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“registrant” means a person registered or required to be registered under any securities legislation in Canada;

“regulator” means, for the local jurisdiction, the person referred to in Appendix D of National Instrument 14-101 and includes: (i) in Alberta, the Executive Director as defined under section 1 of the Securities Act (Alberta), (ii) in Ontario, the Director as defined under section 1 of the Securities Act (Ontario), and (iii) in British Columbia, the Executive Director as defined under section 1 of the Securities Act (British Columbia);

“related entity” means, for an issuer, a person that controls or is controlled by the issuer or that is controlled by the same person that controls the issuer;

“related liabilities” means

(a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(b) liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“securities regulatory authority” means, for the local jurisdiction, the securities commission or similar regulatory authority listed in Appendix C of National Instrument 14-101, and includes the Alberta Securities Commission, the Ontario Securities Commission and the British Columbia Securities Commission;

“spouse” means an individual who,

(a) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(b) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(c) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Control

Other than in respect of the definitions of “holding entity” or “related entity” above, a person (first person) is considered to control another person (second person) if

(a) the first person beneficially owns or, directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c) the second person is a limited partnership and the general partner of the limited partnership is the first person.

In respect of the definitions of “holding entity” and “related entity” above, a person (first person) is considered to control another person (second person) if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of

(a) ownership of or direction over voting securities in the second person,

(b) a written agreement or indenture,

(c) being the general partner or controlling the general partner of the second person, or

(d) being a trustee of the second person.

All monetary references are in Canadian Dollars.

EX-99.3

EXHIBIT 99.3

WRKCo Inc.

WestRock Company

Offer to Exchange up to $500,000,000 3.000% Senior Notes due 2024 and the guarantees thereof for a Like Principal Amount of 3.000% Senior Notes due 2024 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2024 Notes Exchange Offer”);

Offer to Exchange up to $600,000,000 3.750% Senior Notes due 2025 and the guarantees thereof for a Like Principal Amount of 3.750% Senior Notes due 2025 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2025 Notes Exchange Offer”);

Offer to Exchange up to $750,000,000 4.650% Senior Notes due 2026 and the guarantees thereof for a Like Principal Amount of 4.650% Senior Notes due 2026 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2026 Notes Exchange Offer”);

Offer to Exchange up to $500,000,000 3.375% Senior Notes due 2027 and the guarantees thereof for a Like Principal Amount of 3.375% Senior Notes due 2027 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2027 Notes Exchange Offer”);

Offer to Exchange up to $600,000,000 4.000% Senior Notes due 2028 and the guarantees thereof for a Like Principal Amount of 4.000% Senior Notes due 2028 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2028 Notes Exchange Offer”); and

Offer to Exchange up to $750,000,000 4.900% Senior Notes due 2029 and the guarantees thereof for a Like Principal Amount of 4.900% Senior Notes due 2029 and the guarantees thereof which have been registered under the Securities Act of 1933 (the “2029 Notes Exchange Offer” and, together with the 2024 Notes Exchange Offer, the 2025 Notes Exchange Offer, the 2026 Notes Exchange Offer, the 2027 Notes Exchange Offer and the 2028 Notes Exchange Offer, the “exchange offers” and each an “exchange offer”).

Pursuant to the Prospectus or the Canadian Offering Memorandum (as applicable), dated January 16, 2019

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

WRKCo Inc., a Delaware corporation (the “Issuer”), and WestRock Company, a Delaware corporation (“Parent”) hereby offer to exchange, upon and subject to the terms and conditions set forth in the prospectus dated January 16, 2019 (the “Prospectus”) or the separate Canadian offering memorandum dated January 16, 2019 (the “Canadian Offering Memorandum”), as applicable, and the related letter of transmittal (the “Letter of Transmittal”), $500,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 3.000% Senior Notes due 2024 (the “Original 2024 Notes”) and the guarantees thereof for an equivalent amount of registered 3.000% Senior Notes due 2024 (the “Exchange 2024 Notes”) and the guarantees thereof, $600,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 3.750% Senior Notes due 2025 (the “Original 2025 Notes”) and the guarantees thereof for an equivalent amount of registered 3.750% Senior Notes due 2025 (the “Exchange 2025 Notes”) and the guarantees thereof, $750,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 4.650% Senior Notes due 2026 (the “Original 2026 Notes”) and the guarantees thereof for an equivalent amount of registered 4.650% Senior Notes due 2026 (the “Exchange 2026 Notes”) and the guarantees thereof, $500,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 3.375% Senior Notes due 2027 (the “Original 2027 Notes”) and the guarantees thereof for an equivalent amount of registered 3.375% Senior Notes due 2027 (the “Exchange 2027 Notes”) and the guarantees thereof, $600,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 4.000% Senior Notes due 2028 (the “Original 2028 Notes”) and the guarantees thereof for an equivalent amount of registered 4.000% Senior Notes due 2028 (the “Exchange 2028 Notes”) and the guarantees thereof and $750,000,000 aggregate principal amount of the Issuer’s outstanding, unregistered 4.900% Senior Notes due 2029 (the “Original 2029 Notes” and, together

with the Original 2024 Notes, the Original 2025 Notes, the Original 2026 Notes, the Original 2027 Notes and the Original 2028 Notes, the “Original Notes” and each an “Original Note”) and the guarantees thereof for an equivalent amount of registered 4.900% Senior Notes due 2029 (the “Exchange 2029 Notes” and, together with the Exchange 2024 Notes, the Exchange 2025 Notes, the Exchange 2026 Notes, the Exchange 2027 Notes and the Exchange 2028 Notes, the “Exchange Notes” and each an “Exchange Note”) and the guarantees thereof. The Exchange Notes will be guaranteed by Parent, WestRock MWV, LLC, a Delaware limited liability company (“WRK MWV”), and WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT” and, together with WRK MWV, the “Subsidiary Guarantors” and, together with WRK MWV and Parent, the “Guarantors”). The Original Notes and the Exchange Notes are sometimes referred to in this letter together as the “Notes” and all references to the Notes include references to the related guarantees. Capitalized terms not defined herein shall have the meaning ascribed to them in the Prospectus or the Canadian Offering Memorandum, as applicable.

The exchange offers are intended to satisfy certain obligations of the Issuer contained in the Registration Rights Agreement, dated as of August 24, 2017, relating to the Original 2024 Notes and Original 2027 Notes, among the Issuer, the Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. (“SMBC”), TD Securities (USA) LLC, HSBC Securities (USA) Inc. (“HSBC”), MUFG Securities Americas Inc. (“MUFG”) and Rabo Securities USA, Inc. (“Rabo”), as representatives of the initial purchasers named therein, in the Registration Rights Agreement, dated March 6, 2018, relating to the Original 2025 Notes and Original 2028 Notes, among the Issuer, the Subsidiary Guarantors and Wells Fargo Securities, LLC (“Wells Fargo”), Merrill Lynch, Mizuho Securities USA LLC, MUFG, Scotia Capital (USA) Inc., SMBC and SunTrust Robinson Humphrey, Inc., as representatives of the initial purchasers named therein, and in the Registration Rights Agreement, dated December 3, 2018, relating to the Original 2026 Notes and Original 2029 Notes, among the Issuer, the Guarantors and Merrill Lynch, HSBC, Rabo, SMBC and Wells Fargo, as representatives of the initial purchasers named therein. As set forth in the Prospectus and the Canadian Offering Memorandum, the terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.

Please contact your clients for whom you hold Original Notes regarding the exchange offers. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, the following documents are enclosed:

1. Prospectus;

2. Canadian Offering Memorandum;

3. The Letter of Transmittal for your use and for the information of your clients;

4. A form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offers. Please ensure that you obtain the information provided in Appendix A attached thereto with respect to any clients that are Canadian residents and forward the same to the Exchange Agent; and

5. Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (included with the Letter of Transmittal).

Your prompt action is requested. The exchange offers will expire at 12:00 a.m., New York City time, on February 13, 2019, subject to the Issuer’s right to extend the expiration date for any exchange offer (such date and time, the “Expiration Date”). Any Original Notes tendered pursuant to the exchange offers may be withdrawn at any time prior to the Expiration Date.

The Issuer will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus, the Canadian Offering Memorandum

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and related documents to the beneficial owners of the Original Notes held by them as nominee or in a fiduciary capacity. The Issuer has not retained any dealer-manager in connection with the exchange offers and will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offers.

To participate in the exchange offers, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal or an Agent’s Message (as defined in the Letter of Transmittal) stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal, must be sent to the Exchange Agent and certificates representing the Original Notes (or confirmation of book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company) must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus or the Canadian Offering Memorandum (as applicable).

Any inquiries you may have with respect to the exchange offers or requests for additional copies of the enclosed materials should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

WRKCo Inc.

WestRock Company

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFERS, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS, THE CANADIAN OFFERING MEMORANDUM OR THE LETTER OF TRANSMITTAL.

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