Displaying items by tag: rocktenn

Ingevity will be the new name of MWV Specialty Chemicals division of WestRock Company (NYSE:WRK). It will begin transacting business as Ingevity on September 1. As previously announced, the business is slated to be spun off as an independent, publicly-traded company around the end of the year.

"Ingevity is a unique expression of our purpose - to turn our customers' complex challenges into powerful possibilities," said Ed Rose, president, MWV Specialty Chemicals. "The name speaks to our longstanding record of success and commitment to serving our customers through innovative products, processes and services. Our announcement is the first step in a comprehensive plan to launch our brand, and define our future as a separate and independent company that will be better positioned to profitably grow in our targeted markets."

The Specialty Chemicals division develops and delivers high performance chemicals and materials that make a real difference in the real world - enabling oil to flow better, colors to shine brighter, roads to last longer and air to breathe cleaner. With a history of innovation spanning over 100 years, the division generates industry leading returns by exceeding the performance expectations of its customers across the mega-trend aligned markets of energy, infrastructure and transportation.

The separation is expected to be executed by means of a tax-free spinoff of the Specialty Chemicals business to shareholders of WestRock Company, resulting in two independent, publicly traded companies.The spinoff is expected to be completed around the end of the calendar year, subject to customary conditions. There can be no assurance regarding the ultimate timing of the spinoff or that it will be completed. 

About WestRock

WestRock Company (NYSE:WRK) aspires to be the premier partner and unrivaled provider of paper and packaging solutions in consumer and corrugated markets. WestRock's 42,000 team members support customers around the world from approximately 275 operating and business locations spanning North America, South America, Europe and Asia. Learn more at westrock.com.

Transaction Expected to Close on July 1, 2015

Rock-Tenn Company (RockTenn) (NYSE:RKT) and MeadWestvaco Corporation (MWV) (NYSE:MWV) have announced that shareholders of RockTenn and stockholders of MWV overwhelmingly approved the proposed combination of the two packaging companies into WestRock Company (WestRock) at their respective special meetings held earlier on wednesday 24th July 2015.

At the RockTenn special meeting, more than 97% of the shares voted "FOR" the proposal to approve the business combination agreement, representing approximately 80% of the total shares outstanding as of the record date. At the MWV special meeting, 98% of the shares voted "FOR" the proposal to approve the adoption of the business combination agreement, representing approximately 83% of the total shares outstanding as of the record date. RockTenn shareholders and MWV stockholders also approved the other proposals considered at their respective special meetings.

RockTenn and MWV have now received all necessary approvals and expect the transaction to close on July 1, 2015. The parties expect that WestRock will begin "regular-way" trading, and RockTenn and MWV will be delisted from the NYSE on July 2, 2015.

About WestRock

WestRock Company aspires to be the premier partner and unrivaled provider of paper and packaging solutions in consumer and corrugated markets. WestRock's 42,000 team members will support customers around the world from 275 operating and business locations spanning North America, South America, Europe and Asia. WestRock will trade on the NYSE under the ticker symbol WRK.

RockTenn Contact:

Investor Contact:
John Stakel
Senior Vice President, Treasurer
678-291-7901
This email address is being protected from spambots. You need JavaScript enabled to view it.

MWV Contact:

Investor Contact:
Jason Thompson
Director, Investor Relations
804-444-2556
This email address is being protected from spambots. You need JavaScript enabled to view it.

Source: Rock-Tenn Company

RockTenn (NYSE: RKT) announces that Steven Voorhees has been elected President and Chief Operating Officer, with oversight responsibility for the Company’s operating businesses, including Corrugated Packaging, Consumer Packaging and Recycling. Voorhees joined RockTenn as Executive Vice President and Chief Financial Officer in 2000 and added the responsibilities of Chief Administrative Officer in 2008.

“Steve is an outstanding leader and has been instrumental in building RockTenn over his 12 year career as CFO. He has played key roles in structuring, financing and integrating the over $6.5 billion of acquisitions we’ve completed over that time. Steve has been the leader of the many finance and administrative initiatives that have helped support our operating businesses with low cost and high performing shared corporate services,” said Jim Rubright, RockTenn’s Chairman and CEO. “Steve has a tremendous ability to generate ideas that change the way we transact business and execute them with passion and precision. In his new role, Steve will have the opportunity to continue to create value for our shareholders.”

Source: RockTenn

RockTenn announced today that it has entered into an Amended and Restated Credit Agreement in the approximate amount of $2.7 billion, comprised of a $1.475 billion revolving credit facility and a $1.22 billion term loan facility. The facility matures on September 27, 2017.

Annual interest expense and fee savings of approximately $4.5 million are expected based on the current outstanding balances under our revolving credit and term loan facility. The agreement provides for the currently effective maximum leverage ratio of 3.75 times to be effective at our option through September 30, 2013. Prior to the amendment, the credit agreement, which is unsecured, provided for a springing lien on subsidiary stock upon the occurrence of certain credit related events. That provision was eliminated by the amendment.

“Our Amended and Restated Credit Agreement extends the maturity of our bank facility to five years and provides additional liquidity at a reduced cost compared to our current bank facility. When combined with the $1.45 billion in notes issued for terms of 7 to 10.5 years during 2012, our strong balance sheet continues to provide significant financial flexibility to implement our business strategy,” said Jim Rubright, Chairman and Chief Executive Officer of RockTenn.

Source: RockTenn

RISI, the leading information provider for the global forest products industry, has named Mr. James Rubright, Chairman and CEO of RockTenn, as the 2011 North American Forest Products CEO of the Year. The award will be presented to Mr. Rubright at RISI's 26th North American Forest Products Conference in San Diego, CA on October 3-5, 2011.

Mr. Rubright was chosen as the RISI North American CEO of the Year by a group of investment analysts and portfolio managers covering the forest products industry. The analysts responded to a survey organized by RISI and the criteria for nomination included leadership, vision and strategic accomplishment. Mr. Rubright was selected as the winner due to his significant achievements and overall leadership of RockTenn. Specifically noted in his nomination was the recent acquisition of Smurfit-Stone by RockTenn. Both competitors and independent converters have responded positively to the recent acquisition which has brought RockTenn to a new level in the industry as one of the most respected and profitable integrated paperboard and packaging companies in North America. Responding to the announcement Mr. Rubright commented, “This award recognizes the success and global competitiveness RockTenn has accomplished through the hard work and innovative solutions of our 26,000 dedicated employees.”

Mr. Rubright is Chairman and Chief Executive Officer of RockTenn, one of North America's leading manufacturers of corrugated and consumer packaging and recycling solutions. Before joining RockTenn as CEO in 1999, he served as Executive Vice President of Sonat, Inc., a diversified energy company headquartered in Birmingham, Alabama. At Sonat, he was the head of Sonat's interstate natural gas pipeline and energy services businesses. Prior to 1994, he was a partner in the law firm of King & Spalding.

Mr. Rubright served in 2007 as Chairman of the board of the American Forest & Paper Association, the national trade association of the forest, pulp, paper, paperboard and wood products industry. He is a director of AGL Resources, Inc., an energy company, and Forestar Group, Inc., a real estate and natural resources company. He received a B.A. degree from Yale College and a J.D. degree from the University of Virginia Law School.

Mr. Rubright was also named RISI’s North American CEO of the Year in 2008 and he won the Global CEO of the Year Award at the PPI Awards in 2009.

In addition to collecting his award in at the RISI North American Conference, Mr. Rubright will join the CEO panel and present the keynote speech. Mr. Rubright will join a host of industry leading speakers at the event, including representatives from the AF&PA, Weyerhaeuser, Biomass Power Association, North American Wholesale Lumber Association, Deutsche Bank, JP Morgan, Bank of American/Merrill Lynch, CIBC, Boise,
Futuremark and Clearwater Paper. RISI’s economist and engineers will also give their two year outlooks for the North American and global forest products industry.

RockTenn (NYSE: RKT) and Smurfit-Stone Container Corporation (NYSE: SSCC) have announced the results of their meetings of shareholders held earlier today. Both RockTenn and Smurfit-Stone shareholders approved the merger as more than 99% of the RockTenn shares that voted at the meeting voted "FOR" the merger and more than 91% of the Smurfit-Stone shares that voted at the Smurfit-Stone meeting voted "FOR" the merger.

RockTenn has completed its acquisition of Smurfit-Stone. Pursuant to the Agreement and Plan of Merger, each outstanding share of Smurfit-Stone common stock (other than dissenting shares), has been converted into the right to receive $17.50 in cash and 0.30605 of a share of RockTenn class A common stock. Pursuant to the Agreement and Plan of Merger, Timothy J. Bernlohr, Terrell K. Crews, and Ralph F. Hake have joined the RockTenn board of directors from the Smurfit-Stone board of directors, increasing the number of directors from 10 to 13.

RockTenn Chairman and Chief Executive Officer James A. Rubright stated, "We are pleased with the strong support that both RockTenn and Smurfit-Stone shareholders had for this transaction and are excited about the opportunity to create additional value for our customers, shareholders and employees. The acquisition of Smurfit-Stone brings us one step closer to making RockTenn the most respected and profitable integrated paperboard and packaging company in North America. We welcome the former Smurfit-Stone customers to RockTenn and look forward to providing them with exceptional product quality and service."

In conjunction with the acquisition of Smurfit-Stone, RockTenn closed on $4.3 billion of debt financing, consisting of a $1.475 billion, 5-year revolving credit facility; a $1.475 billion, 5-year term loan facility; a $750 million, 7-year term loan facility and a $625 million, 3-year accounts receivable securitization facility. The borrowings under the new debt facilities were used in part to finance the merger, to repay outstanding indebtedness of Smurfit-Stone, to refinance RockTenn's existing credit facilities, to pay for fees and expenses incurred in connection with the acquisition of Smurfit-Stone and to provide liquidity for general corporate purposes of approximately $1 billion.

SOURCE: RockTenn

RockTenn announces today a $40 per ton price increase on Classic NewsTM, AngelCote(R) and MillMask(R) coated recycled paperboard products. Price increases are effective with shipments on April 14, 2011.

Creating a $9 Billion Leader in the North American Paperboard Packaging Market

RockTenn and Smurfit-Stone Container Corporation today announced that the Boards of Directors of both companies have approved a definitive agreement under which Smurfit-Stone will become a wholly owned subsidiary of RockTenn. The aggregate consideration, consisting of 50% cash and 50% RockTenn stock, is valued at $35 per-share of Smurfit-Stone common stock, and represents a 27% premium to Smurfit-Stone's closing stock price on January 21, 2011. The aggregate equity value of the transaction, based on the closing price of RockTenn's common stock on January 21, 2011, is approximately $3.5 billion.

This strategic transaction, unanimously approved by the Boards of Directors of both companies, will create a $9 billion leader in the North American paperboard packaging market. Upon closing, RockTenn will maintain its headquarters in Norcross, GA.

Smurfit-Stone is one of the industry's leading integrated containerboard and corrugated packaging producers and one of the world's largest paper recyclers. Smurfit-Stone has manufacturing mill capacity of 7.0 million tons, and when combined, RockTenn will have 9.4 million tons of total production capacity, including 7.5 million tons of mill production in the attractive containerboard market.

RockTenn's Chairman and Chief Executive Officer, James A. Rubright said, "RockTenn's acquisition of Smurfit-Stone is another major step in our transformation of RockTenn to be the most respected company in our business with a laser focus on exceeding our customers' expectations and creating long term shareholder value. The containerboard and corrugated packaging industry is a very good business and U.S. virgin containerboard is a highly strategic global asset. With this acquisition, RockTenn's fiber input ratio will be 55% virgin and 45% recycled. We believe this transaction provides the greatest possible career opportunities for our co-workers from both companies."

Smurfit-Stone's Chief Executive Officer Patrick J. Moore said, "The Smurfit-Stone management team and the board of directors are sharply focused on creating value for shareholders. This transaction immediately achieves this objective, creating a stronger combined company that is well positioned to deliver long-term value to shareholders and high-quality, innovative packaging solutions to its valued customers."

Combined RockTenn and Smurfit-Stone

• #2 producer of North American containerboard
• #2 producer of coated recycled board
• Management team with strong record of shareholder value creation and excellent record of integrating acquisitions
• Balanced fiber input mix with 55% virgin fiber and 45% recycled fiber
• Expands Rock-Tenn's geographic footprint to the Midwest and West Coast
• Opportunity to recognize benefits from approximately $500 million of NOLs at Smurfit-Stone
• Conservative capital structure with significant liquidity
• Opportunity to improve results through cost reduction and capital investment

Transaction Summary

Smurfit-Stone will become a wholly owned subsidiary of RockTenn. For each share of Smurfit-Stone common stock, Smurfit-Stone stockholders will be entitled to receive 0.30605 shares of RockTenn common stock and $17.50 in cash, representing 50% cash and 50% stock. The aggregate consideration is $35 per Smurfit-Stone common share. The consideration represents a 27% premium to Smurfit-Stone's closing stock price on January 21, 2011.

The aggregate purchase price being paid for Smurfit-Stone's equity in the transaction is approximately $3.5 billion, consisting of approximately $1.8 billion of cash and the issuance of 30.9 million shares of RockTenn common stock. Following the acquisition, RockTenn shareholders will own approximately 56% and Smurfit-Stone shareholders will own 44% of the combined company.

In addition to the equity consideration, RockTenn will assume Smurfit-Stone's net debt and pension liabilities. As of December 31, 2010 Smurfit-Stone's net debt was $0.7 billion and its pension liabilities were $1.1 billion ($0.7 billion after-tax). RockTenn has received $3.7 billion in committed bank financing from Wells Fargo Bank N.A., Rabobank and SunTrust Bank to finance the cash portion of the transaction, to refinance existing debt and to provide liquidity for the combined operations.

The purchase price, including Smurfit-Stone's net debt and after-tax pension liability as of December 31, 2010, represents a multiple of 6.1x Smurfit-Stone's annualized adjusted EBITDA of $820 million for the three months ended December 31, 2010.

The transaction is expected to close in the second calendar quarter of 2011 and is subject to customary closing conditions, regulatory approvals, as well as approval by both RockTenn and Smurfit-Stone stockholders.

Advisors

Wells Fargo Securities acted as exclusive financial advisor to RockTenn and King & Spalding LLP acted as legal counsel. Smurfit-Stone's financial advisor was Lazard and its legal advisor was Wachtell, Lipton, Rosen & Katz.

Conference Call and Webcast

RockTenn will host a conference call to discuss our results of operations for the first quarter of fiscal 2011, our acquisition of Smurfit-Stone Container Corporation and other topics that may be raised during the discussion at 8:30 a.m., Eastern Time, on Monday, January 24, 2011. The conference call will be webcast live with an accompanying slide presentation, along with a copy of this press release, at www.rocktenn.com.

Conference Call and Webcast

Monday, Jan. 24, 2011 - 8:30 a.m. Eastern Time

• Conference call number: U.S. (888) 790-4710
• Passcode: ROCKTENN (Please dial in 10 minutes before conference call start time)
• The call will also be webcast and available at: www.rocktenn.com

Replays

• A replay of the conference call will be available through March 15, 2011 at U.S. (866) 351-2785
• Passcode: ROCKTENN
• A replay of the webcast will be available at www.rocktenn.com

Source : RockTenn