WestRock enters into three credit agreements totaling $2.9 billion, €700 million

By Wendy Van Sickle

Columbus, Ohio, July 11 – WestRock Co. entered into a credit agreement on July 7 with its WRKCo Inc. subsidiary as borrower that provides for a $2.3 billion five-year revolver and two additional credit agreements providing for $600 million and €700 million respectively, according to an 8-K filing with the Securities and Exchange Commission.

$2.3 billion revolver

The revolver is divided into a $1.8 billion U.S. revolving facility and a $500 million multicurrency revolving facility.

Loans may be drawn in U.S. or Canadian dollars, euros and pounds sterling.

WestRock Co. of Canada Corp. and WRK Luxembourg Sarl are additional borrowers.

Wells Fargo Securities, LLC, BofA Securities, Inc., CoBank, ACB, Goldman Sachs Bank USA, Mizuho Bank, Ltd., TD Bank, NA, Truist Securities, Inc., Rabobank, New York Branch, ING Bank NV, Dublin Branch, JPMorgan Chase Bank, NA, PNC Capital Markets LLC, Regions Bank, Sumitomo Mitsui Banking Corp, Bank of Nova Scotia and U.S. Bank NA are the joint lead arrangers and bookrunners.

Wells Fargo Bank, NA is the administrative agent.

Bank of America, NA is the syndication agent.

CoBank, Goldman Sachs, Mizuho, TD Bank, Rabobank, ING, JPMorgan, PNC, Regions, Sumitomo Mitsui, Scotia and U.S. Bank are the documentation agents.

Borrowings bear interest at term SOFR plus a credit spread adjustment of 10 basis points, CDOR, Euribor or Sonia plus, in each case, a margin that will fluctuate between 87.5 bps and 150 bps, based on either the company’s credit ratings or leverage ratio, whichever yields a lower rate. A commitment fee will range from 8 bps to 22.5 bps, also based on whichever of the two measures yields a lower rate.

The commitments replace the commitments under the company’s credit agreement dated July 1, 2015, which was terminated.

Farm credit facility

The company also entered on July 7 into an amended and restated credit agreement with WestRock Southeast, LLC as borrower and CoBank, ACB as lead arranger, bookrunner and administrative agent, which provides for a $600 million seven-year senior term loan facility. This credit agreement amends and restates the credit agreement dated as of Sept. 27, 2019.

Borrowings bear interest at adjusted term SOFR plus a margin ranging from 165 bps to 227.5 bps, depending on either credit ratings or the leverage ratio, whichever results in a lower margin.

Rabobank credit agreement

Also on July 7, the company entered into a credit agreement with WRK Luxembourg and Multi Packaging Solutions Ltd. as borrowers and Rabobank as bookrunner and administrative agent that provides for a €700 million three-year senior unsecured revolver.

Rabobank is joined as a lead arranger by Sumitomo Mitsui, TD Bank, Bank of America, Scotia and ING.

Borrowings bear interest at adjusted term SOFR plus a margin ranging from 87.5 bps to 162.5 bps, and the commitment fee ranges from 10 bps to 27.5 bps, both depending on either credit ratings or the leverage ratio, whichever results in a lower margin.

The commitments under this credit agreement replace the commitments under the credit agreement dated Feb. 26, 2021, which were terminated.

Each credit agreement requires maintenance of a maximum consolidated debt to capitalization ratio and limitations on liens, additional subsidiary debt and asset sales and mergers.

WestRock is a packaging company based in Norcross, Ga.

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