Item 8.01. Other Events.

On August 18, 2022, WestRock Company, a Delaware corporation (the "Company"), entered into Amendment No. 1 to the Credit Agreement, dated July 7, 2022 (the "Existing Credit Agreement"), among the Company, WRKCo Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("WRKCo"), and certain other subsidiaries of the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the "Amendment," and the Existing Credit Agreement as so amended, the "Amended Credit Agreement"). The Amendment provides for an unsecured delayed draw term loan facility pursuant to the incremental borrowing provisions of the Existing Credit Agreement in an aggregate principal amount of up to $1.0 billion (the "Term Facility"), which WRKCo may borrow, subject to customary terms and conditions, in a single draw through May 31, 2023. The Term Facility is guaranteed by the Company and certain of its other subsidiaries. Proceeds from a loan under the Term Facility, if drawn, will finance the recently announced acquisition of the remaining ownership interest in Grupo Gondi, together with any fees and expenses incurred in connection therewith and/or be used for working capital and general corporate purposes. Any such loan will mature on August 18, 2025, although WRKCo may, in its sole discretion, extend the maturity date by one year pursuant to the terms of the Amended Credit Agreement.

At the option of WRKCo, a loan under the Term Facility will bear interest at either Term SOFR or an alternate base rate, in each case plus an applicable interest rate margin that will fluctuate between 0.875% per annum and 1.500% per annum for a Term SOFR loan or between 0.000% per annum and 0.500% per annum for an alternate base rate loan based upon the Company's corporate credit ratings or the Leverage Ratio (as defined in the Amended Credit Agreement), whichever yields a lower applicable interest rate margin, at such time. A Term SOFR loan will be subject to a credit spread adjustment equal to 0.100% per annum. Any loan under the Term Facility may be prepaid at any time without premium, and it may not be reborrowed. The foregoing summary of the Amendment and the Amended Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following items are filed as exhibits to this report.



Exhibit No.   Description
   99.1         Amendment No. 1, dated as of August 18, 2022, among WestRock Company,
              certain subsidiaries of WestRock Company, the Lenders party thereto and
              Wells Fargo Bank, National Association, as administrative agent.

    104       The cover page of this Current Report on Form 8-K, formatted in Inline
              XBRL.

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