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”) announced today that its
wholly-owned subsidiary WRKCo Inc. (the “Issuer”) commenced
a consent solicitation through which it is soliciting 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”). The
terms and conditions of the Consent Solicitation are set forth in a
consent solicitation statement dated as of September 20, 2023 (as
it may be amended and supplemented from time to time, the
“Consent Solicitation Statement”). 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 purpose of the Consent Solicitation is to obtain Consents
from the Holders to (i) amend the definition of “Change of Control”
applicable for the relevant series of the Notes under the
Indentures to add an exception for the previously disclosed
proposed business combination of WestRock and the Smurfit Kappa
group (the “Merger”) announced by WestRock on September 12,
2023, pursuant to the transaction agreement entered into on
September 12, 2023, by and among, inter alios, Smurfit Kappa Group
plc, a public limited company incorporated in Ireland
(“SKG”), and WestRock (the “Transaction Agreement”);
and (ii) make any other changes of a technical or conforming nature
to the Indentures necessary or desirable for the implementation of
the proposed amendment above.
The Consent Solicitation will expire at 5:00 p.m., New York
time, on September 26, 2023, unless the Consent Solicitation is
extended or earlier terminated by the Issuer for any or all series
of the Notes in its sole discretion (the “Expiration Time”).
The proposed amendments will be effected by way of supplemental
indentures to the relevant Indentures. A Holder may validly revoke
its Consent with respect to a series of Notes prior to the earlier
of the Expiration Time and the time of execution of the relevant
supplemental indenture, as described in the Consent Solicitation
Statement (the “Revocation Deadline”). If the proposed
amendments become effective with respect to any series of Notes,
they will be binding on all Holders of such series of Notes and
their transferees whether or not such Holders have consented to the
proposed amendments.
Holders who have validly delivered their Consent for any series
of Notes prior to the Expiration Time, and who have not validly
revoked such Consent prior to the Revocation Deadline, will be
eligible to 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 has been delivered (the “Consent
Payment”). The Consent Payment will only be made if the
conditions precedent applicable to the Consent Solicitation with
respect to the relevant Notes are satisfied or waived. SKG shall be
responsible for the payment of the Consent Payment and for any
other fees and expenses in connection with the Consent
Solicitation.
Holders who have validly delivered their Consents prior to the
Expiration Time but who have validly revoked their Consents prior
to the Revocation Deadline will not be eligible to receive the
Consent Payment unless they validly deliver their Consents again
prior to such Expiration Time, and do not validly revoke their
Consents again prior to the Revocation Deadline.
The Issuer with respect to any or all series of its Notes may,
in its sole discretion, terminate, extend or amend the Consent
Solicitation and the deadlines thereunder. The Issuer has retained
Citigroup Global Markets Inc. to act as solicitation agent. Kroll
Issuer Services Limited will act 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. The Consent Solicitation is only being made pursuant to
the terms of the Consent Solicitation Statement. No recommendation
is being made as to whether Holders should consent to the proposed
amendments. The Consent Solicitation is not being made in any
jurisdiction in which, or to or from any person to or from whom, it
is unlawful to make such solicitation under applicable state or
foreign securities or “blue sky” laws.
Information Regarding Forward-Looking Statements
This communication 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 the Merger between WestRock and SKG, including any
statements regarding the Consent Solicitation, the Merger and the
listing of the combined company (“Smurfit WestRock”), the rationale
and expected benefits of the Merger (including, but not limited to,
synergies), and any other 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: a condition to the closing of the Merger may not be
satisfied; the occurrence of any event that can give rise to
termination of the Merger; a regulatory approval that may be
required for the Merger is delayed, is not obtained in a timely
manner or at all or is obtained subject to conditions that are not
anticipated; SKG is unable to achieve the synergies and value
creation contemplated by the Merger; Smurfit WestRock’s
availability of sufficient cash to distribute to its shareholders
in line with current expectations; SKG is unable to promptly and
effectively integrate WestRock’s businesses; management’s time and
attention is diverted on issues related to the Merger; disruption
from the Merger makes it more difficult to maintain business,
contractual and operational relationships; credit ratings decline
following the Merger; legal proceedings are instituted against SKG,
WestRock or Smurfit WestRock are unable to retain or hire key
personnel; the announcement or the consummation of the Merger has a
negative effect on the market price of the capital stock of SKG or
WestRock or on SKG or WestRock’s operating results; 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 risk that disruptions from the
Merger will harm SKG’s or WestRock’s business, including current
plans and operations; certain restrictions during the pendency of
the Merger that may impact SKG’s or WestRock’s ability to pursue
certain business opportunities or strategic transactions; SKG’s or
WestRock’s ability to meet expectations regarding the accounting
and tax treatments of the Merger; 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, as well as other risks associated with the
Merger, 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 communication.
Except as required by law, none of SKG, WestRock or Smurfit
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 OTHER
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/20230919464828/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
WestRock (NYSE:WRK)
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