WestRock subsidiary seeks consents to amend five series of notes

By Marisa Wong

Los Angeles, Sept. 20 – WestRock Co. announced that wholly owned subsidiary WRKCo Inc. is soliciting consents from holders of five series of notes to amend some terms of the indentures governing those notes.

The issuer is seeking to amend the following notes:

• $600 million 3.75% senior notes due 2025;

• $750 million 4.65% senior notes due 2026;

• $500 million 3.375% senior notes due 2027;

• $600 million 4% senior notes due 2028; and

• $750 million 4.9% senior notes due 2029.

The purpose of the consent solicitation is to obtain consents from holders to amend the definition of change of control to add an exception for a proposed business combination of WestRock and the Smurfit Kappa group announced by WestRock on Sept. 12 and to make any other related changes of a technical or conforming nature to the indentures.

Adoption of the proposed amendments with respect to the applicable indenture for each series requires the consent of holders of a majority in aggregate principal amount of the then outstanding notes of that series.

The receipt of required consents under the consent solicitation is not a condition to the merger, according to an 8-K filing with the Securities and Exchange Commission.

The consent solicitation will expire at 5 p.m. ET on Sept. 26.

Consents may be revoked prior to the expiration time.

The issuer is offering a consent payment of $1.50 per $1,000 principal amount.

Citigroup Global Markets Inc. is the solicitation agent (800 558-3745; ny.liabilitymanagement@citi.com).

Kroll Issuer Services Ltd. is the tabulation agent and information agent (+44 20 7704 0880; smurfit@is.kroll.com).

According to the 8-K filing, in addition to the consent solicitation, WestRock expects to discharge WRKCo’s $500 million of 3% senior notes due 2024 prior to Sept. 30 with cash on hand and proceeds from its existing debt facilities.

The corrugated packaging company is based in Atlanta.

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