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Debt
9 Months Ended
Jun. 30, 2020
Debt [Abstract]  
Debt

Note 11.

Debt

See “Note 13. Debt” of the Notes to Consolidated Financial Statements section in the Fiscal 2019 Form 10-K for additional information on our debt and interest rates on that debt.

The following table shows the carrying value of the individual components of our debt (in millions):

 

 

 

June 30, 2020

 

 

September 30, 2019

 

Public bonds due fiscal 2020 to 2022

 

$

399.2

 

 

$

507.8

 

Public bonds due fiscal 2023 to 2028

 

 

3,772.4

 

 

 

3,769.1

 

Public bonds due fiscal 2029 to 2033

 

 

2,781.9

 

 

 

2,197.6

 

Public bonds due fiscal 2037 to 2047

 

 

178.7

 

 

 

179.0

 

Term loan facilities

 

 

1,797.1

 

 

 

2,295.5

 

Revolving credit and swing facilities

 

 

285.0

 

 

 

396.0

 

Commercial paper

 

 

329.9

 

 

 

339.2

 

Finance lease obligations

 

 

277.8

 

 

 

185.8

 

Supplier financing and commercial card

   programs

 

 

101.0

 

 

 

123.2

 

International and other debt

 

 

130.4

 

 

 

70.2

 

Total debt

 

 

10,053.4

 

 

 

10,063.4

 

Less: current portion of debt

 

 

213.1

 

 

 

561.1

 

Long-term debt due after one year

 

$

9,840.3

 

 

$

9,502.3

 

 

A portion of the debt classified as long-term may be paid down earlier than scheduled at our discretion without penalty. Certain customary restrictive covenants govern the maximum availability under our credit facilities. We test and report our compliance with these covenants as required and were in compliance with all of our covenants at June 30, 2020. The increase in finance lease obligations during fiscal 2020 was primarily the result of our adoption on October 1, 2019 of the leasing guidance codified in ASC 842 that caused us to recharacterize a short-term and long-term liability for two chip mills to a $100.3 million finance lease obligation.

 

The estimated fair value of our debt was approximately $10.8 billion as of June 30, 2020 and $10.6 billion at September 30, 2019. The fair value of our long-term debt is categorized as level 2 within the fair value hierarchy and is primarily either based on quoted prices for those or similar instruments or approximates the carrying amount as the variable interest rates reprice frequently at observable current market rates.

 

June 2033 Notes

 

On June 1, 2020, WRKCo issued $600.0 million aggregate principal amount of its 3.00% Senior Notes due 2033 (the “June 2033 Notes”) in a registered offering pursuant to the Company’s automatic shelf registration statement on Form S-3 under the Securities Act of 1933, as amended, (the “Securities Act”), at a discount of approximately $1.4 million. The June 2033 Notes transaction closed on June 3, 2020. The June 2033 Notes are WRKCo’s unsecured unsubordinated obligations, ranking equally with all of WRKCo’s other existing and future unsubordinated obligations. The June 2033 Notes will be effectively subordinated to any of WRKCo’s existing and future secured obligations to the extent of the value of the assets securing such obligations. In connection with issuing the June 2033 Notes, we recorded debt issuance costs of $5.1 million, which are being amortized over the term of the June 2033 Notes. Giving effect to the amortization of the original issue discount and the debt issuance costs, the effective interest rate of the June 2033 Notes was 3.10% at June 30, 2020. WestRock Company (“Parent”), WestRock RKT, LLC (“RKT”) and WestRock MWV, LLC (“MWV” and, together with RKT, the “Guarantor Subsidiaries”) guaranteed WRKCo’s obligations under the June 2033 Notes. We may redeem the June 2033 Notes, in whole or in part, at any time at specified redemption prices, plus accrued and unpaid interest, if any. The proceeds from the issuance of the June 2033 Notes were primarily used to repay the $100.0 million principal amount of MWV’s 9.75% notes due June 2020 and reduce outstanding indebtedness under our Receivables Securitization Facility (as defined below) and Credit Facility (as defined below).

Revolving Credit Facility

On November 21, 2019, we amended our $2.0 billion unsecured revolving credit facility (the “Credit Facility”) to, among other things, increase the maximum permitted Debt to Capitalization Ratio (as defined in the credit agreement) from 0.60:1:00 to 0.65:1.00, extend its maturity date to November 21, 2024 and increase the committed principal to $2.3 billion. The portion of the Credit Facility that may be used to fund borrowings in non-U.S. dollar currencies including Canadian dollars, Euro and British Pounds was increased from $400 million to $500 million. Additionally, we may request that up to $200 million of the Credit Facility be used to fund borrowings in Mexican pesos. At June 30, 2020 and September 30, 2019, there were no amounts outstanding under the facility.

In connection with the amendment of the Credit Facility, on November 21, 2019, we terminated our $450.0 million unsecured revolving credit facility with Wells Fargo Bank, National Association, as administrative agent.

Delayed Draw Credit Facilities

On March 7, 2018, we entered into a credit agreement with Wells Fargo as administrative agent to provide for $3.8 billion of senior unsecured term loans, consisting of a 364-day $300.0 million term loan, a 3-year $1.75 billion term loan and a 5-year $1.75 billion term loan (the “Delayed Draw Credit Facilities”). At September 30, 2019, there was $1,396.9 million outstanding on the 5-year term loan, and no amounts outstanding under the 364-day and 3-year term loans.

On February 27, 2020, we prepaid $200.0 million of our 5-year term loan using proceeds from the issuance of commercial paper and cash and cash equivalents. On June 16, 2020, we prepaid $300.0 million of our 5-year term loan using cash and cash equivalents.  At June 30, 2020, there was $898.4 million outstanding on the 5-year term loan.

Receivables Securitization Facility

 

On May 2, 2019, we amended our $700.0 million receivables securitization agreement (the “Receivables Securitization Facility”) to, among other things, extend its maturity date from July 22, 2019 to May 2, 2022. On March 27, 2020, we amended the facility to add additional Company legal entities that may serve to increase the amount of eligible receivables serving as collateral. At June 30, 2020 and September 30, 2019, maximum available borrowings, excluding amounts outstanding under the Receivables Securitization Facility, were $700.0 million and $592.1 million, respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at June 30, 2020 and September 30, 2019 were approximately $1,134.0 million and $959.3 million, respectively. We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the Receivables Securitization Facility. At June 30, 2020 and September 30, 2019, there were no amounts outstanding under this facility.

 

European Revolving Credit Facility

 

On April 27, 2018, we entered into a €500.0 million revolving credit facility with an incremental €100.0 million accordion feature with Coöperatieve Rabobank U.A., New York Branch as the administrative agent for the syndicate of banks. This facility provides for a 3-year unsecured U.S. dollar, Euro and British Pound denominated borrowing of not more than €500.0 million. On November 21, 2019, we amended the facility to, among other things, extend the maturity date from April 27, 2021 to November 21, 2022. At June 30, 2020, we had borrowed $285.0 million under this facility and entered into foreign currency exchange contracts of $285.2 million as an economic hedge for the U.S. dollar denominated borrowing plus interest by a non-U.S. dollar functional currency entity. The net of gains or losses from these foreign currency exchange contracts and the changes in the remeasurement of the U.S. dollar denominated borrowing in our foreign subsidiaries have been immaterial to our condensed consolidated statements of income. At June 30, 2020, none of the total amount outstanding was classified as short-term debt. At September 30, 2019, we had borrowed $350.0 million under this facility, of which $175.0 million was classified as short-term debt.

 

Commercial Paper Program

 

On October 31, 2017, we established an unsecured commercial paper program, pursuant to which we were able to issue short-term, unsecured commercial paper notes in an aggregate principal amount at any time not to exceed $1.0 billion with up to 397-day maturities. On December 7, 2018, we terminated the commercial paper

program and established a new unsecured commercial paper program with WRKCo as the issuer. Under the new program, we may issue short-term unsecured commercial paper notes in an aggregate principal amount at any time not to exceed $1.0 billion with up to 397-day maturities. The commercial paper program has no expiration date and can be terminated by either the agent or us with not less than 30 days’ notice. Our $2.3 billion unsecured revolving credit facility is intended to backstop the commercial paper program. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds from issuances of notes under the program were initially used to repay amounts outstanding under the KapStone securitization facility that were assumed in the KapStone Acquisition and subsequently terminated, and have been, and are expected to continue to be, used for general corporate purposes. At June 30, 2020, there was $329.9 million outstanding and the average borrowing rate was 0.34%. At September 30, 2019, there was $339.2 million outstanding and the average borrowing rate was 2.39%. At June 30, 2020 and September 30, 2019, $250.0 million of the total amount outstanding was classified as long-term debt.