WestRock unit gets needed consents to amend five series of notes

By Marisa Wong

Los Angeles, Sept. 27 – WestRock Co. announced results of wholly owned subsidiary WRKCo Inc.’s consent solicitation involving five series of notes.

As announced on Sept. 20, WRKCo is soliciting consents from holders of the following notes to amend some terms of the indentures governing the 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.

As of the expiration of the consent solicitation at 5 p.m. ET on Sept. 26, the issuer had received consents from holders of a majority in aggregate principal amount of the outstanding notes of each series, sufficient to adopt the proposed amendments.

As a result, supplemental indentures reflecting the proposed amendments with respect to the applicable indenture for each series of notes were executed on Sept. 26, according to a Wednesday press release.

The issuer will pay a consent fee of $1.50 per $1,000 principal amount of notes for which consent was delivered by the deadline. Payment is expected to be made on Sept. 28.

As previously announced, the purpose of the consent solicitation was 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.

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

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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