WestRock Company - Consent Solicitation - Launch

WestRock Announces Consent Solicitation

20 SEPTEMBER 2023

Full announcement including full disclosures and disclaimers available via SEC

"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”)

ATLANTA--(BUSINESS WIRE)-- 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."

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