Relating to the
$600,000,000 3.750% Senior Notes due 2025
(the “2025 Notes”)
$750,000,000 4.650% Senior Notes due 2026
(the “2026 Notes”)
$500,000,000 3.375% Senior Notes due 2027
(the “2027 Notes”)
$600,000,000 4.000% Senior Notes due 2028
(the “2028 Notes”)
and
$750,000,000 4.900% Senior Notes due 2029
(the “2029 Notes,” and together with the 2025 Notes, the 2026
Notes, the 2027 Notes and the 2028 Notes, the “Notes”)
WestRock Company (“WestRock”) today announced the results
of the consent solicitation through which its wholly-owned
subsidiary WRKCo Inc. (the “Issuer”) solicited consents
(“Consents”) from registered holders (“Holders”) of
the Notes (the “Consent Solicitation”) to amend certain
terms of the indentures governing the respective Notes (each, an
“Indenture” and together, the “Indentures”). Adoption
of the proposed amendments with respect to the applicable Indenture
for each series of Notes requires the Consent of the Holders of at
least a majority in aggregate principal amount of the then
outstanding Notes of such series.
The Consent Solicitation expired at 5:00 P.M., New York time, on
September 26, 2023 (the “Expiration Time”). As of the
Expiration Time, the Issuer had received Consents from Holders of
the majority in aggregate principal amount of the outstanding Notes
of each series. As a result, supplemental indentures reflecting the
proposed amendments with respect to the applicable Indenture for
each series of Notes were executed on September [26], 2023.
In addition, revocation rights with respect to each series of
Notes were terminated at [5:00] P.M., New York time, on September
[26], 2023 (the “Revocation Deadline”). A Holder who
delivered a valid Consent for a series of Notes prior to the
Expiration Time and did not validly revoke such Consent prior to
the Revocation Deadline, will receive a payment equal to $1.50 per
$1,000 aggregate principal amount of the relevant series of Notes
with respect to which such Consent was delivered (the “Consent
Payment”). Holders who validly delivered their Consents prior
to the Expiration Time but who validly revoked their Consents prior
to the Revocation Deadline will not receive the Consent Payment
unless they validly delivered their Consents again prior to such
Expiration Time and did not validly revoke their Consents again
prior to the Revocation Deadline. The Consent Payment is expected
to be paid on September [28], 2023 by Smurfit Kappa Group plc
(“SKG”).
Citigroup Global Markets Inc. acted as solicitation agent and
Kroll Issuer Services Limited acted as tabulation agent and
information agent for the Consent Solicitation. Requests for
documents may be directed to Kroll Issuer Services Limited at +44
20 7704 0880 or by email to smurfit@is.kroll.com. Questions
regarding the Consent Solicitation may be directed to Citigroup
Global Markets Inc. at +1 (800) 558-3745 or by email to
ny.liabilitymanagement@citi.com.
This announcement is for information purposes only and does not
constitute an offer to purchase any of the Notes or a solicitation
of an offer to sell any of the Notes and shall not be deemed to be
an offer to purchase or a solicitation of an offer to sell any
securities of the Issuer, or its respective subsidiaries or
affiliates.
Inquiries:
Investors: Robert Quartaro Senior Vice President, Investor
Relations T: +1 470 328 6979 E: robert.quartaro@westrock.com
Media: Robby Johnson Senior Manager, Corporate Communications T:
+1 470 328 6397 E: robby.b.johnson@westrock.com
Information Regarding Forward-Looking Statements
This announcement contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally include statements
regarding WestRock’s and SKG’s future expectations, beliefs, plans,
objectives, results of operations, financial condition and cash
flows, or future events or performance. Forward-looking statements
can sometimes be identified by the use of forward-looking terms
such as “believes,” “expects,” “may,” “will,” “shall,” “should,”
“would,” “could,” “potential,” “seeks,” “aims,” “projects,”
“predicts,” “is optimistic,” “intends,” “plans,” “estimates,”
“targets,” “anticipates,” “continues” or other comparable terms or
negatives of these terms or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions, but not all forward-looking
statements include such identifying words.
Forward-looking statements are based upon current plans,
estimates and expectations that are subject to risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be
achieved and therefore, actual results may differ materially from
any plans, estimates or expectations in such forward-looking
statements. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include: legal proceedings are instituted against SKG or WestRock;
evolving legal, regulatory and tax regimes; changes in economic,
financial, political and regulatory conditions, in Ireland, the
United Kingdom, the United States and elsewhere, and other factors
that contribute to uncertainty and volatility, natural and man-made
disasters, civil unrest, pandemics (e.g., the coronavirus
(COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical
uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or
subsequent Irish, U.S. or U.K. administrations; the ability of SKG
or WestRock to successfully recover from a disaster or other
business continuity problem due to a hurricane, flood, earthquake,
terrorist attack, war, pandemic, security breach, cyber-attack,
power loss, telecommunications failure or other natural or man-made
event, including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public
health crises, such as pandemics (including the COVID-19 pandemic)
and epidemics and any related company or governmental policies and
actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of
national or global economies and markets; actions by third parties,
including government agencies; the risks and uncertainties
discussed in the “Risks and Uncertainties” section in SKG’s reports
available on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its
website at https://www.smurfitkappa.com/investors; and the risks
and uncertainties discussed in the “Risk Factors” and “Information
Regarding Forward-Looking Statements” sections in WestRock’s
reports filed with the Securities and Exchange Commission (the
“SEC”). These risks will be more fully discussed in the proxy
statement/prospectus, the shareholder circular, the UK listing
prospectus and the other relevant materials filed with the SEC and
applicable securities regulators in the United Kingdom. The list of
factors presented here should not be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as
they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, the
actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by
the forward-looking statements contained in this announcement.
Except as required by law, none of SKG or WestRock assume any
obligation to update or revise the information contained herein,
which speaks only as of the date hereof.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
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version on businesswire.com: https://www.businesswire.com/news/home/20230926657043/en/
Investors: Robert Quartaro Senior Vice President, Investor
Relations T: +1 470 328 6979 E: robert.quartaro@westrock.com
Media: Robby Johnson Senior Manager, Corporate Communications T:
+1 470 328 6397 E: robby.b.johnson@westrock.com
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