WestRock Co: M&A transaction — WestRock completes Smurfit Kappa merger; shareholders get $5 cash + one share

WestRock Co

Each WRK share converted into $5.00 cash and one Smurfit WestRock ordinary share.
Smurfit WestRock established $4.5B multicurrency revolver and $1.0B commercial paper program.
Existing WRK credit agreements terminated; accounts receivable facility extended to June 2027.
New entities guaranteed WRKCo, MWV, SKA, SKT, and SKTF notes via supplemental indentures.
Equity awards assumed/converted; performance goals deemed achieved at higher of target or average.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

WestRock Co underwent a change of control involving Smurfit WestRock plc for $5.00 in cash and one validly issued, fully paid and non-assessable ordinary share of Smurfit WestRock (closed 2024-07-05).

Action: change of control
Counterparty: Smurfit WestRock plc
Consideration: $5.00 in cash and one validly issued, fully paid and non-assessable ordinary share of Smurfit WestRock
Closing: 2024-07-05

Exact text from the filing

Pursuant to the terms of the Transaction Agreement, on July 5, 2024, (i) Smurfit WestRock acquired Smurfit Kappa by means of a scheme of arrangement (the “Scheme”), and each issued ordinary share of Smurfit Kappa was exchanged for one ordinary share of Smurfit WestRock, as a result of which Smurfit Kappa became a wholly owned subsidiary of Smurfit WestRock, and (ii) following the implementation of the Scheme, Merger Sub merged with and into WestRock (the “Merger,” and together with the Scheme, the “Combination”), with WestRock surviving the Merger and becoming a wholly owned subsidiary (the “Surviving Corporation”) of Smurfit WestRock.

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Source: SEC EDGAR

accession 0000950142-24-001867

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