t1501196x3-defm14a - none - 30.4470444s
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   
Check the appropriate box:   

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
Rock-Tenn Company
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
   
(2)
Aggregate number of securities to which transaction applies:
   
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
(4)
Proposed maximum aggregate value of transaction:
   
(5)
Total fee paid:
   

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
   
(2)
Form, Schedule or Registration Statement No.:
   
(3)
Filing Party:
   
(4)
Date Filed:
   

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COMBINATION PROPOSED — YOUR VOTE IS VERY IMPORTANT
Rock-Tenn Company, referred to as RockTenn, and MeadWestvaco Corporation, referred to as MWV, have entered into a Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015, and as it may be further amended from time to time, referred to as the combination agreement. Pursuant to the terms of the combination agreement, RockTenn and MWV will become wholly owned subsidiaries of a newly formed company, named WestRock Company (formerly known as Rome-Milan Holdings, Inc.), referred to as Holdings. We believe the combination will combine two industry leaders to create a premier global provider of consumer and corrugated packaging solutions. We believe that the combination will benefit both the shareholders of RockTenn and the stockholders of MWV and we ask for your support in voting for the merger proposals at our special meetings.
If the combination is completed, holders of MWV common stock will be entitled to receive 0.78 shares of Holdings common stock for each share of MWV common stock they hold, and holders of RockTenn Class A common stock may elect to receive, for each share of RockTenn Class A common stock they hold, (1) one share of Holdings common stock or (2) an amount in cash equal to the volume weighted average price per share of RockTenn Class A common stock on the New York Stock Exchange for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the combination; provided that immediately following the effective time of the combination, the RockTenn shareholders do not hold more than 49.9% of the issued and outstanding shares of Holdings common stock. In order to achieve this 49.9% pro forma ownership by the RockTenn shareholders and 50.1% pro forma ownership by the MWV stockholders, the combination agreement provides for adjustments to and reallocation of the stock and cash elections made by RockTenn shareholders, as well as for the allocation of consideration to be paid with respect to shares of RockTenn common stock owned by shareholders who fail to make an election. Accordingly, if you are a RockTenn shareholder, depending on the elections made by other RockTenn shareholders, you may not receive the amount of cash or the number of shares of Holdings common stock that you request on your election form. Holders of RockTenn Class A common stock are entitled to dissenters’ rights under the Georgia Business Corporation Code in connection with the RockTenn merger (as defined herein) if they comply with certain requirements. RockTenn common stock is currently traded on the New York Stock Exchange under the symbol “RKT” and MWV common stock is currently traded on the New York Stock Exchange under the symbol “MWV”. We expect that Holdings common stock will be listed on the New York Stock Exchange under the symbol “WRK”. We urge you to obtain current market quotations of RockTenn and MWV common stock.
RockTenn and MWV will each hold a special meeting of their respective shareholders or stockholders in connection with the proposed combination.
At the special meeting of RockTenn shareholders, RockTenn shareholders will be asked to consider and vote on (i) a proposal to approve the combination agreement, referred to as the RockTenn merger proposal, (ii) a proposal to adjourn the RockTenn special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the RockTenn merger proposal and (iii) a non-binding, advisory proposal to approve the compensation that may become payable to RockTenn’s named executive officers in connection with the consummation of the combination. The RockTenn board of directors unanimously recommends that the RockTenn shareholders vote “FOR” each of the proposals to be considered at the RockTenn special meeting.
At the special meeting of MWV stockholders, MWV stockholders will be asked to consider and vote on (i) a proposal to approve the adoption of the combination agreement, referred to as the MWV merger proposal, (ii) a proposal to adjourn the MWV special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the combination agreement and (iii) a

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non-binding, advisory proposal to approve the compensation that may become payable to MWV’s named executive officers in connection with the consummation of the combination. The MWV board of directors unanimously recommends that the MWV stockholders vote “FOR” each of the proposals to be considered at the MWV special meeting.
We cannot complete the combination unless the RockTenn shareholders approve the RockTenn merger proposal and the MWV stockholders approve the MWV merger proposal. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the RockTenn special meeting or the MWV special meeting, as applicable, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.
The obligations of RockTenn and MWV to complete the combination are subject to the satisfaction or waiver of several conditions set forth in the combination agreement. More information about RockTenn, MWV, Holdings and the combination is contained in this joint proxy statement/prospectus. RockTenn and MWV encourage you to read this entire joint proxy statement/prospectus carefully, including the section entitled “Risk Factors” beginning on page 28.
We look forward to the successful combination of RockTenn and MWV.
Sincerely,
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[MISSING IMAGE: sg_john-lukejr.jpg]
Steven C. Voorhees
Chief Executive Officer
Rock-Tenn Company
John A. Luke, Jr.
Chairman and Chief Executive Officer
MeadWestvaco Corporation
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated May 20, 2015 and is first being mailed to the shareholders of RockTenn and stockholders of MWV on or about May 22, 2015.

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Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
www.rocktenn.com
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on June 24, 2015
TIME:
9:00 a.m. (local time) on June 24, 2015
PLACE:
Hyatt Atlanta Perimeter at Villa Christina
4000 Summit Boulevard
Atlanta, Georgia 30319
ITEMS OF BUSINESS:

To consider and vote on a proposal to approve the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 (as it may be further amended from time to time, the “combination agreement”), between Rock-Tenn Company, a Georgia corporation (“RockTenn”), MeadWestvaco Corporation, a Delaware corporation (“MWV”), WestRock Company (formerly known as Rome-Milan Holdings, Inc.), a Delaware corporation, Rome Merger Sub, Inc., a Georgia corporation, and Milan Merger Sub, LLC, a Delaware limited liability company, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “RockTenn merger proposal”);

To consider and vote on a proposal to adjourn the RockTenn special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the RockTenn merger proposal (the “RockTenn adjournment proposal”); and

To consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to RockTenn’s named executive officers in connection with the consummation of the combination (the “RockTenn compensation proposal”).
The joint proxy statement/prospectus, including the annexes, contains further information with respect to the business to be transacted at the RockTenn special meeting. We urge you to read the joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. RockTenn will transact no other business at the RockTenn special meeting except such business as may properly be brought before the RockTenn special meeting or any adjournments or postponements thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the RockTenn special meeting.
Holders of RockTenn Class A common stock are entitled to dissenters’ rights under the Georgia Business Corporation Code in connection with the combination if they meet certain conditions. See “Appraisal Rights and Dissenters’ Rights — Dissenters’ Rights of RockTenn Shareholders” on page 195. A copy of Article 13 of the Georgia Business Corporation Code is attached to the joint proxy statement/​prospectus as Annex I.

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BOARD OF DIRECTORS’ RECOMMENDATION:
After careful consideration, the RockTenn board of directors, on January 25, 2015, unanimously adopted the combination agreement and determined that the combination agreement and the transactions contemplated thereby are advisable and in the best interests of RockTenn and its shareholders, and further resolved that it recommend to the shareholders of RockTenn that they approve a non-binding, advisory proposal to approve the compensation that may be paid or become payable to RockTenn’s named executive officers in connection with the combination pursuant to already existing contractual obligations of RockTenn.
The RockTenn board of directors unanimously recommends that the RockTenn shareholders vote “FOR” each of the RockTenn merger proposal, the RockTenn adjournment proposal and the RockTenn compensation proposal.
WHO MAY VOTE:
Only shareholders of record of RockTenn Class A common stock as of the close of business on May 4, 2015, the record date, are entitled to receive notice of the RockTenn special meeting and to vote at the RockTenn special meeting or any adjournments or postponements thereof. As of the record date, there were 140,833,301 shares of RockTenn Class A common stock outstanding. Each share of RockTenn Class A common stock is entitled to one vote on each matter properly brought before the RockTenn special meeting. A list of shareholders of record entitled to vote at the RockTenn special meeting will be available beginning two business days after this notice is given, and continuing through the RockTenn special meeting, at our executive offices and principal place of business at 504 Thrasher Street, Norcross, Georgia 30071 for inspection by RockTenn shareholders, their agents or their attorneys during ordinary business hours. The list will also be available at the RockTenn special meeting for examination by any RockTenn shareholder of record present at the RockTenn special meeting.
VOTE REQUIRED FOR APPROVAL:
Your vote is very important. We cannot complete the combination without the approval of the RockTenn merger proposal. Assuming a quorum is present, the approval of the RockTenn merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of the RockTenn Class A common stock entitled to vote on the RockTenn merger proposal. Approval of the RockTenn adjournment proposal requires that the votes cast in favor of the RockTenn adjournment proposal exceed the votes cast against it. Assuming a quorum is present, approval of the RockTenn compensation proposal requires that the votes cast in favor of the RockTenn compensation proposal exceed the votes cast against it.
Whether or not you plan to attend the RockTenn special meeting, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. If your shares are held in the name of a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.
By order of the Board of Directors,
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Robert B. McIntosh
Executive Vice President,
General Counsel and Secretary
Norcross, GA
May 20, 2015

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MeadWestvaco Corporation
501 South 5th Street
Richmond, VA 23219
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on June 24, 2015
TIME:
9:00 a.m. (local time) on June 24, 2015
PLACE:
MeadWestvaco Corporate Headquarters
501 South 5th Street
Richmond, Virginia 23219
ITEMS OF BUSINESS:

To consider and vote on a proposal to approve the adoption of the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 (as it may be further amended from time to time, the “combination agreement”), between MeadWestvaco Corporation, a Delaware corporation (“MWV”), Rock-Tenn Company, a Georgia corporation (“RockTenn”), WestRock Company (formerly known as Rome-Milan Holdings, Inc.), a Delaware corporation, Rome Merger Sub, Inc., a Georgia corporation, and Milan Merger Sub, LLC, a Delaware limited liability company, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “MWV merger proposal”);

To consider and vote on a proposal to adjourn the MWV special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the MWV merger proposal (the “MWV adjournment proposal”); and

To consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to MWV’s named executive officers in connection with the consummation of the combination (the “MWV compensation proposal”).
The joint proxy statement/prospectus, including the annexes, contains further information with respect to the business to be transacted at the MWV special meeting. We urge you to read the joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. MWV will transact no other business at the MWV special meeting except such business as may properly be brought before the MWV special meeting or any adjournments or postponements thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the MWV special meeting.
BOARD OF DIRECTORS’ RECOMMENDATION:
After careful consideration, the MWV board of directors, on January 25, 2015, unanimously approved the combination agreement and determined that the combination agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of MWV and its stockholders, and further resolved that it recommend to the stockholders of MWV that they adopt a non-binding, advisory proposal to approve the compensation that may be paid or become payable to MWV’s named executive officers in connection with the combination pursuant to already existing contractual obligations of MWV.
The MWV board of directors unanimously recommends that the MWV stockholders vote “FOR” each of the MWV merger proposal, the MWV adjournment proposal and the MWV compensation proposal.

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WHO MAY VOTE:
Only holders of record of MWV common stock as of the close of business on May 4, 2015, the record date, are entitled to receive notice of the special meeting and to vote at the MWV special meeting or any adjournments or postponements thereof. As of the record date, there were 167,815,581 shares of MWV common stock outstanding. Each share of MWV common stock is entitled to one vote on each matter properly brought before the MWV special meeting. A list of stockholders of record entitled to vote at the MWV special meeting will be available at the executive offices of MWV at 501 South 5th Street, Richmond, Virginia 23219 and will also be available for inspection at the MWV special meeting.
VOTE REQUIRED FOR APPROVAL:
Your vote is very important. We cannot complete the combination without the approval of the MWV merger proposal. Assuming a quorum is present, the approval of the MWV merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of the MWV common stock entitled to vote on the MWV merger proposal. Approval of the MWV adjournment proposal requires the affirmative vote of a majority of the votes present at the MWV special meeting and entitled to vote. Assuming a quorum is present, approval of the MWV compensation proposal requires the affirmative vote of a majority of the votes present at the MWV special meeting and entitled to vote.
Whether or not you plan to attend the MWV special meeting, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. If your shares are held in the name of a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.
By order of the Board of Directors,
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Wendell L. Willkie, II
Senior Vice President,
General Counsel and Secretary
Richmond, Virginia
May 20, 2015

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ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important business and financial information about RockTenn and MWV from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
Rock-Tenn Company
504 Thrasher Street
Norcross, GA 30071
(678) 291-7456
Attn: Corporate Secretary
MeadWestvaco Corporation
501 South 5th Street
Richmond, VA 23219
(804) 444-1000
Attn: Corporate Secretary
Investors may also consult RockTenn’s or MWV’s websites or the transaction website for more information concerning the combination described in this joint proxy statement/prospectus. RockTenn’s website is http://ir.rocktenn.com. MWV’s website is www.mwv.com. The transaction website is http://RockTennMWV.transactionannouncement.com. Information included on any of these websites is not incorporated by reference into this joint proxy statement/prospectus.
If you would like to request any documents, please do so by June 17, 2015 in order to receive them before the respective special meetings.
For more information, see “Where You Can Find More Information” beginning on page 198.
ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission, referred to as the SEC, by WestRock Company (formerly known as Rome-Milan Holdings, Inc.), referred to as Holdings, (File No. 333-202643), constitutes a prospectus of Holdings under Section 5 of the Securities Act of 1933, as amended, referred to as the Securities Act, with respect to the shares of Holdings common stock to be issued to RockTenn shareholders and MWV stockholders pursuant to the combination agreement. This joint proxy statement/prospectus also constitutes a joint proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting of RockTenn shareholders and a notice of meeting with respect to the special meeting of MWV stockholders.
You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated May 20, 2015. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this joint proxy statement/prospectus to RockTenn shareholders or MWV stockholders, nor the issuance by Holdings of common stock in connection with the combination, will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding RockTenn has been provided by RockTenn and information contained in this joint proxy statement/prospectus regarding MWV has been provided by MWV.

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Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:

“combined company” refers collectively to RockTenn and MWV, following completion of the combination;

“combination” refers collectively to the RockTenn merger and the MWV merger, followed by the MWV LLC conversion;

“combination agreement” refers to the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015, and as it may be further amended from time to time, by and among RockTenn, MWV, Holdings, RockTenn Merger Sub and MWV Merger Sub, a copy of which is attached as Annex A to this joint proxy statement/​prospectus and is incorporated herein by reference;

“Holdings” refers to WestRock Company (formerly known as Rome-Milan Holdings, Inc.), a Delaware corporation and a wholly owned subsidiary of RockTenn;

“Holdings common stock” refers to the common stock of Holdings, par value $0.01 per share;

“MWV” refers to MeadWestvaco Corporation, a Delaware corporation;

“MWV common stock” refers to the common stock of MWV, par value $0.01 per share;

“MWV LLC conversion” refers to the conversion of MWV, as the surviving corporation of the MWV merger, to a Delaware limited liability company in accordance with Section 266 of the General Corporation Law of the State of Delaware, referred to as the DGCL, as soon as practicable after the effective time of the MWV merger;

“MWV merger” refers to the merger of MWV Merger Sub with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of Holdings;

“MWV Merger Sub” refers to Milan Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of RockTenn;

“original combination agreement” refers to the Business Combination Agreement, dated as of January 25, 2015, by and among RockTenn and MWV, prior to giving effect to any amendment, restatement or other modification;

“RockTenn” refers to Rock-Tenn Company, a Georgia corporation;

“RockTenn common stock” refers to the Class A common stock of RockTenn, par value $0.01 per share;

“RockTenn merger” refers to the merger of RockTenn Merger Sub with and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiary of Holdings;

“RockTenn Merger Sub” refers to Rome Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of RockTenn; and

“we”, “our” and “us” refer to RockTenn and MWV, collectively.

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QUESTIONS AND ANSWERS
The following are some questions that you, as a shareholder of RockTenn or stockholder of MWV, may have regarding the combination and the other matters being considered at the special meetings and the answers to those questions. RockTenn and MWV urge you to read carefully the remainder of this joint proxy statement/​prospectus because the information in this section does not provide all the information that might be important to you with respect to the combination and the other matters being considered at the special meetings. Additional important information is also contained in the annexes to and the documents incorporated by reference into this joint proxy statement/prospectus.
About the Combination
Q:
What is the proposed transaction on which I am being asked to vote?
A:
RockTenn and MWV have agreed to the combination of RockTenn and MWV under the terms of a combination agreement that is described in this joint proxy statement/prospectus. Subject to the terms and conditions of the combination agreement, (i) RockTenn Merger Sub, a Georgia corporation that was formed on March 6, 2015 as a wholly owned subsidiary of Holdings, will be merged with and into RockTenn, with RockTenn surviving as a wholly owned subsidiary of Holdings, which we refer to as the RockTenn merger, (ii) MWV Merger Sub, a Delaware limited liability company that was formed on March 6, 2015 as a wholly owned subsidiary of Holdings, will be merged with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of Holdings, which we refer to as the MWV merger, and (iii) MWV, as the surviving corporation of the MWV merger, will convert to a Delaware limited liability company in accordance with Section 266 of the DGCL as soon as practicable after the effective time of the MWV merger, which we refer to as the MWV LLC conversion. As a result of the combination, among other things, (a) Holdings will become the ultimate parent of RockTenn, MWV and their respective subsidiaries and (b) existing RockTenn shareholders will receive shares of Holdings common stock, par value $0.01 per share, or cash as described further below, and existing MWV stockholders will receive shares of Holdings common stock, in accordance with the terms of the combination agreement and as described further in this joint proxy statement/prospectus. Following the combination, RockTenn and MWV will no longer be public companies, RockTenn common stock and MWV common stock will be delisted from the New York Stock Exchange, which we refer to as the NYSE, and deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and the shares of Holdings common stock will be listed for trading on the NYSE.
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
You are receiving this joint proxy statement/prospectus because you were a shareholder of record of RockTenn or a stockholder of record of MWV as of the close of business on the record date for the RockTenn special meeting or the MWV special meeting, respectively.
This joint proxy statement/prospectus serves as the proxy statement through which RockTenn and MWV will solicit proxies to obtain the necessary shareholder or stockholder approvals for the proposed combination. It also serves as the prospectus by which Holdings will issue shares of its common stock as consideration in the RockTenn merger and the MWV merger.
RockTenn is holding a special meeting of shareholders, which we refer to as the RockTenn special meeting, in order to obtain the shareholder approval necessary to approve the combination agreement. RockTenn shareholders will also be asked to approve the adjournment of the RockTenn special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the combination agreement) and to approve, by non-binding advisory vote, the compensation arrangements for RockTenn’s named executive officers in connection with the combination.
MWV is holding a special meeting of stockholders, which we refer to as the MWV special meeting, in order to obtain the stockholder approval necessary to adopt the combination agreement. MWV stockholders will also be asked to approve the adjournment of the MWV special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the combination agreement) and to approve, by non-binding advisory vote, the compensation arrangements for MWV’s named executive officers in connection with the combination.
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We will be unable to complete the combination unless, among other things, the RockTenn shareholders vote to approve the combination agreement and the MWV stockholders vote to adopt the combination agreement.
This joint proxy statement/prospectus contains important information about the combination, the combination agreement (a copy of which is attached as Annex A) and the special meetings of the shareholders of RockTenn and the stockholders of MWV. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending your respective special meeting.
Q:
What will RockTenn shareholders receive in the combination?
A:
If the combination is completed, holders of RockTenn common stock will be entitled to receive, at the election of each shareholder, subject to proration mechanisms described below, for each share of RockTenn common stock held at the effective time of the combination (other than shares in respect of which a shareholder has properly exercised dissenters’ rights under Georgia law), (i) one share of Holdings common stock, referred to as the RockTenn stock consideration, or (ii) an amount in cash equal to the volume weighted average price per share of RockTenn common stock on the NYSE for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the combination, referred to as the RockTenn cash consideration. RockTenn shareholders receiving RockTenn stock consideration will not receive any fractional shares of Holdings common stock in the combination. Instead, RockTenn shareholders will receive cash in lieu of any fractional shares of Holdings common stock that they would otherwise have been entitled to receive. Any RockTenn shareholder may contact Georgeson Inc. at (866) 203-9401 (toll free) to obtain the volume weighted average price of RockTenn common stock for the five trading day period ending with the trading day preceding the date on which the shareholder contacts Georgeson Inc.
Q:
What will MWV stockholders receive in the combination?
A:
If the combination is completed, holders of MWV common stock will be entitled to receive 0.78 shares of Holdings common stock for each share of MWV common stock they hold at the effective time of the combination, referred to as the MWV exchange ratio. MWV stockholders will not receive any fractional shares of Holdings common stock in the combination. Instead, MWV stockholders will receive cash in lieu of any fractional shares of Holdings common stock that they would otherwise have been entitled to receive.
Q:
Are RockTenn shareholders guaranteed to receive the form of merger consideration they elect to receive for their shares of RockTenn common stock?
A:
No. There is a cap on the number of shares of RockTenn common stock which may be converted into RockTenn stock consideration, which we refer to as the stock cap number, that is equal to the maximum number of shares of Holdings common stock that can be issued to RockTenn shareholders as consideration in the combination, such that the RockTenn shareholders’ pro forma ownership of Holdings immediately after the effective time of the combination does not exceed 49.9% of the issued and outstanding shares of Holdings common stock. Elections by RockTenn shareholders for the RockTenn stock consideration or the RockTenn cash consideration are subject to proration procedures, which will result in approximately 50.1% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former MWV stockholders and approximately 49.9% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former RockTenn shareholders. In order to achieve this 50.1%/49.9% pro forma ownership between the MWV stockholders and RockTenn shareholders, the combination agreement provides for adjustments to and reallocation of the stock and cash elections made by RockTenn shareholders, as well as the allocation of consideration to be paid with respect to shares of RockTenn common stock owned by shareholders who fail to make an election. Accordingly, depending on the elections made by other RockTenn shareholders, each RockTenn shareholder who elects to receive Holdings common stock for all of their
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shares of RockTenn common stock in the combination may receive a portion of their consideration in cash and each RockTenn stockholder who elects to receive cash for all of their shares of RockTenn common stock in the combination may receive a portion of their consideration in Holdings common stock. A RockTenn shareholder who elects to receive a combination of Holdings common stock and cash for their shares of RockTenn common stock in the combination may receive Holdings common stock and cash in a proportion different from that which such shareholder elected. Based on the number of shares of RockTenn common stock and MWV common stock outstanding on May 12, 2015, approximately 7.6% of the shares of RockTenn common stock would receive RockTenn cash consideration. For further information, including hypothetical scenarios demonstrating the possible effects of proration on a holder of 100 shares of RockTenn common stock, please see the section titled “The Adoption of the Combination Agreement — The Combination Agreement — Merger Consideration — RockTenn Merger Consideration” beginning on page 146.
Q:
How do I make my election if I am a RockTenn shareholder?
A:
Under the combination agreement, the RockTenn shareholders are required to make an election to receive RockTenn stock consideration or RockTenn cash consideration by the election deadline (as defined on page 150). At least 20 business days prior to the election deadline, an election form will be mailed to each RockTenn shareholder of record for the RockTenn special meeting. Holdings will make available one or more election forms as may be reasonably requested from time to time by all persons who become holders of record of RockTenn common stock during the period following the record date for the RockTenn special meeting and prior to the election deadline. To elect to receive shares of Holdings common stock, cash or a combination of Holdings common stock and cash, you must indicate on the election form the number of shares of RockTenn common stock with respect to which you elect to receive shares of Holdings common stock, the number of shares of RockTenn common stock with respect to which you elect to receive cash and the particular shares for which you desire to make either such election, and the order in which either such election is to apply to any such shares if the election is subject to proration under the terms of the combination agreement. You must return your properly completed and signed form accompanied by the RockTenn share certificate or an appropriate customary guarantee of delivery by the election deadline. RockTenn and MWV will publicly announce by press release the election deadline not more than 15 business days before, and at least five business days prior to, the anticipated election deadline, but you are encouraged to return your election form as promptly as practicable. If you hold your RockTenn shares through a bank, broker or other nominee, you should follow the instructions provided by such bank, broker or other nominee to ensure that your election instructions are timely returned. For further information, please see the section titled “The Adoption of the Combination Agreement — The Combination Agreement — Election Procedures” beginning on page 149.
Q:
Can I revoke or change my election after I mail my election form?
A:
Yes. You may revoke or change your election by sending written notice thereof to the exchange agent, which notice must be received by the exchange agent prior to the election deadline noted above. In the event an election form is revoked, under the combination agreement the shares of RockTenn common stock represented by such election form will be treated as shares in respect of which no election has been made, except to the extent a subsequent election is properly made by the shareholder prior to the election deadline. For more information, please see the section titled “The Adoption of the Combination Agreement — The Combination Agreement — Election Procedures” beginning on page 149.
Q:
What happens if I do not make an election or my election form is not received before the election deadline?
A:
For any shares of RockTenn common stock with respect to which the exchange agent does not receive a properly completed and timely election form, the holder of those shares will be deemed not to have made an election. If the shares of RockTenn common stock for which RockTenn stock consideration is elected, which we refer to as the stock electing shares, exceeds the stock cap number, then all the shares for which no election is made, which we refer to as the non-electing shares, will be converted into the right to receive RockTenn cash consideration. If the aggregate number of stock electing shares, which
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we refer to as the stock election number, is less than or equal to the stock cap number, which difference between the stock election number and stock cap number we refer to as the shortfall number, then the non-electing shares will be treated in the following manner: (1) if the shortfall number is less than or equal to the aggregate number of non-electing shares, then the non-electing shares of each holder of shares of RockTenn common stock will be converted into the right to receive the RockTenn stock consideration in respect of that number of non-electing shares equal to the product obtained by multiplying (x) the number of non-electing shares of such holder by (y) a fraction, the numerator of which is the shortfall number and the denominator of which is the aggregate number of non-electing shares, with the remaining number of such holder’s non-electing shares being converted into the right to receive the RockTenn cash consideration, and (2) if the shortfall number exceeds the aggregate number of non-electing shares, then all non-electing shares will be converted into the right to receive the RockTenn stock consideration. For more information, please see the section titled “The Adoption of the Combination Agreement — The Combination Agreement — Merger Consideration” beginning on page 146.
Q:
What equity stake will former RockTenn shareholders and former MWV stockholders hold in Holdings?
A:
Under the combination agreement, elections by the RockTenn shareholders for the RockTenn stock consideration or the RockTenn cash consideration are subject to proration procedures, which will result in approximately 50.1% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former MWV stockholders and approximately 49.9% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former RockTenn shareholders. In order to achieve this 50.1%/49.9% pro forma ownership between the MWV stockholders and RockTenn shareholders, the combination agreement provides for adjustments to and reallocation of the stock and cash elections made by RockTenn shareholders, as well as the allocation of consideration to be paid with respect to shares of RockTenn common stock owned by shareholders who fail to make an election.
Q:
How do I calculate the value of the RockTenn merger consideration and the MWV merger consideration?
A:
The combination agreement does not contain any provision that would adjust the exchange ratios based on fluctuations in the market value of either RockTenn’s common stock or MWV’s common stock. Because of this, the implied value of the stock consideration to RockTenn’s shareholders and MWV stockholders will fluctuate between now and the completion of the combination. The value of the consideration to RockTenn shareholders electing to receive RockTenn cash consideration depends on the average market value of RockTenn common stock during a period of five trading days ending on the third trading day prior to the effective time of the combination. The value of the consideration to RockTenn shareholders electing to receive RockTenn stock consideration or to MWV stockholders depends on the market value of Holdings common stock at the time the combination is completed, which will in turn be affected by the market value of the RockTenn common stock and the MWV common stock at the time the combination is completed.
On January 23, 2015, the last trading day prior to the public announcement of the proposed combination, the closing price on the NYSE was $62.99 per share of RockTenn common stock and $45.04 per share of MWV common stock. On May 19, 2015, the latest practicable date before the date of this joint proxy statement/prospectus, the closing price on the NYSE was $66.08 per share of RockTenn common stock and $51.24 per share of MWV common stock. We urge you to obtain current market quotations before voting your shares.
Q:
Should I send in my share certificates now for the exchange?
A:
No. RockTenn shareholders and MWV stockholders should keep any share certificates they hold at this time. If RockTenn shareholders intend to make an election, they must send in any certificates that they hold at the time they send in the election form (or an appropriate customary guarantee of delivery in lieu thereof). After the combination is completed, RockTenn shareholders and MWV stockholders
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will each receive from the exchange agent a letter of transmittal and instructions on how to obtain the RockTenn merger consideration or the MWV merger consideration, as applicable. MWV stockholders and any RockTenn shareholders who have not sent in their certificates should send in their certificates at such time.
Q:
Who is the exchange agent for the combination?
A:
Computershare Trust Company, N.A. is the exchange agent.
Q:
When do you expect the combination to be completed?
A:
RockTenn and MWV intend to complete the combination as soon as reasonably practicable and are currently targeting completion of the combination at the end of the second quarter of 2015. However, the combination is subject to regulatory clearances and other conditions, and it is possible that factors outside the control of both companies could result in the combination being completed at a later time, or not at all. There may be a substantial amount of time between the respective RockTenn and MWV special meetings and the completion of the combination.
Q:
What effects will the combination have on RockTenn and MWV?
A:
Upon completion of the combination, RockTenn and MWV will cease to be publicly traded companies. RockTenn Merger Sub will merge with and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiary of Holdings. MWV Merger Sub will merge with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of Holdings. MWV, as the surviving corporation of the MWV merger, will convert to a Delaware limited liability company in accordance with Section 266 of the DGCL as soon as practicable after the effective time of the MWV merger. As a result of the combination, you will own shares in Holdings (or, in the case of RockTenn shareholders, cash) and will not directly own any shares of RockTenn or MWV. Following completion of the combination, the registration of the RockTenn common stock and MWV common stock and their respective reporting obligations with respect to their common stock under the Exchange Act will be terminated. In addition, upon completion of the combination, shares of RockTenn common stock and MWV common stock will no longer be listed on the NYSE or any other stock exchange or quotation system. Although you will no longer be a shareholder of RockTenn or a stockholder of MWV, as applicable, you will have an indirect interest in both RockTenn and MWV through your ownership of Holdings common stock. If you become a Holdings stockholder, you can expect that the value of your investment will depend, among other things, on the performance of both RockTenn and MWV and Holdings’ ability to integrate the two companies.
Q:
What effects will the combination have on Holdings?
A:
Upon completion of the combination, Holdings will become the holding company of RockTenn and MWV. As a condition to closing, the shares of Holdings common stock issued in connection with the combination will be approved for listing on the NYSE.
Q:
What effects will the proposed combination have on MWV’s announced spin-off of its specialty chemicals business?
A:
The spin-off of MWV’s specialty chemicals business is expected to be completed following the completion of the combination. MWV and RockTenn intend to effect a complete separation of the specialty chemicals business by means of a tax-free spin-off to the holders of Holdings common stock, which would result in the specialty chemicals business becoming an independent publicly traded company. However, there can be no assurance that the separation will occur within this timeframe, or at all, and the separation may be accomplished at a different time or in a different manner.
Q:
What are the conditions to the completion of the combination?
A:
In addition to the approval of the combination agreement by the RockTenn shareholders and adoption of the combination agreement by the MWV stockholders, completion of the combination is subject to the satisfaction of a number of other conditions, including certain regulatory clearances. For
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additional information on the regulatory clearances required to complete the combination, see the section entitled “The Adoption of the Combination Agreement — Regulatory Clearances for the Combination” beginning on page 134. For additional information on the conditions to completion of the combination, see the section entitled “— The Combination Agreement — Conditions to Completion of the Combination” beginning on page 159.
Q:
Will I still be paid dividends prior to the combination?
A:
MWV has historically paid regular quarterly dividends of  $0.25 per share to its stockholders. Under the combination agreement, MWV may continue to declare and pay its regular quarterly cash dividend in an amount up to $0.25 per share, in accordance with its distribution policy, without RockTenn’s consent. MWV has declared a regular quarterly dividend of  $0.25 per share, which is payable on May 26, 2015 to stockholders of record on May 7, 2015. RockTenn paid a quarterly cash dividend of $0.320525 per share to its shareholders on February 23, 2015, and has declared a dividend of $0.320525 per share, which is payable on May 26, 2015 to shareholders of record as of the close of business on May 7, 2015. Under the combination agreement, RockTenn is permitted to declare and pay a dividend equal to the product of  (x) 1.2821 and (y) the amount per share of MWV common stock most recently paid by MWV as a quarterly distribution prior to the declaration by RockTenn of such quarterly distribution. Under the combination agreement, MWV and RockTenn are required to coordinate to designate the same record and payment dates for any quarterly dividends declared in any calendar quarter in which the closing of the combination might reasonably be expected to occur. Accordingly, either or both of MWV and RockTenn may set different record or payment dates than it has typically designated in the past for one or more quarterly dividends prior to the combination.
Q:
What will happen to outstanding RockTenn equity awards in the combination?
A:
RockTenn restricted stock awards held by non-executive members of the RockTenn board will accelerate and vest pursuant to their terms upon the effective time of the combination and be converted into a number of unrestricted shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such RockTenn restricted stock award immediately prior to the effective time of the combination.
The combination agreement generally provides for the conversion of outstanding RockTenn options, whether vested or unvested, and outstanding, unvested RockTenn restricted stock awards held by anyone other than a non-executive member of the RockTenn board and RockTenn restricted stock units (“RSUs”) into Holdings options, Holdings restricted stock awards and Holdings RSUs, respectively, on the same terms and conditions (including applicable vesting requirements and, if applicable, per share exercise price), with respect to a number of shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such award immediately prior to the effective time of the combination.
For each RockTenn option and each RockTenn RSU that is subject to performance-based vesting criteria, in each case, granted on or after January 1, 2015, (i) the total number of shares covered by such award will be prorated, rounded up to the nearest whole share, based on the number of days elapsed prior to the consummation of the combination during the period beginning on January 1, 2015 and ending on December 31, 2017, (ii) the performance period applicable to each such RockTenn RSU will end and (iii) the performance goals will be determined based on the level of performance achieved through the effective time of the combination in accordance with the terms of the applicable award agreement.
For each RockTenn RSU that is subject to performance-based vesting conditions and granted prior to January 1, 2015, the compensation committee of the RockTenn board (the “RockTenn compensation committee”) will be permitted to determine, prior to the effective time of the combination, the level of performance achievement for such RockTenn RSU based on the RockTenn compensation committee’s good faith determination of actual performance as of the effective time of the combination, and the related Holdings RSUs will remain subject only to the applicable time-based vesting criteria as were applicable to such RockTenn RSU immediately prior to the effective time of the combination. However, outstanding, unvested RockTenn options granted during calendar year 2014 will accelerate and vest pursuant to their terms upon the effective time of the combination.
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Q:
What will happen to the RockTenn 1993 Employee Stock Purchase Plan in the combination?
A:
The combination agreement provides that the “purchase period” under the RockTenn 1993 Employee Stock Purchase Plan which we refer to as the RockTenn ESPP, that commenced on February 1, 2015 will be the final purchase period under the RockTenn ESPP, and that all options to purchase shares of RockTenn common stock under the RockTenn ESPP, which we refer to as the RockTenn ESPP purchase rights, will be exercised on the earlier to occur of  (i) the scheduled purchase date for the purchase period that commenced on February 1, 2015 and (ii) the date that is seven business days prior to the effective time of the combination (with any payroll deductions not applied to the purchase of shares of RockTenn common stock returned to the participant). All shares of RockTenn common stock so purchased will be converted into shares of Holdings common stock upon the effective time of the combination on the same terms and conditions as shares of RockTenn common stock held by all other RockTenn shareholders.
Q:
What will happen to outstanding MWV equity awards in the combination?
A:
Each MWV option granted prior to February 1, 2015 that is outstanding immediately prior to the effective time of the combination, whether vested or unvested, will be converted at the effective time of the combination into an option to purchase, on the same terms and conditions (including applicable vesting requirements) as were applicable to such MWV option immediately prior to the effective time of the combination, the number of shares of Holdings common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV option by 0.78, at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of the MWV option by 0.78. Each MWV option granted on or after February 1, 2015 that is outstanding immediately prior to the effective time of the combination will be converted at the effective time of the combination into a Holdings option in accordance with the immediately preceding sentence, provided that the number of shares of MWV common stock subject to the MWV option will be prorated based on the number of complete months of service from January 1, 2015 through the effective time of the combination.
Each MWV stock appreciation right that is outstanding immediately prior to the effective time of the combination, whether vested or unvested, will be converted at the effective time of the combination into a Holdings stock appreciation right, on the same terms and conditions (including applicable vesting requirements) as were applicable to such MWV stock appreciation right immediately prior to the effective time of the combination, corresponding to the number of shares of Holdings common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV stock appreciation right by 0.78, at a base price per share (rounded up to the nearest whole cent) determined by dividing the per-share base price of the MWV stock appreciation right by 0.78.
Each MWV RSU award granted prior to February 1, 2015 that is outstanding immediately prior to the effective time of the combination, whether vested or unvested, will be converted at the effective time of the combination into a Holdings RSU award, on the same terms and conditions (provided that performance-vesting MWV RSU awards will be deemed earned at target performance and the related Holdings RSU awards will remain subject to any applicable time-based vesting criteria) as were applicable to such MWV RSU award immediately prior to the effective time of the combination, and relating to the number of shares of Holdings common stock (rounded up to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV RSU award by 0.78. Each MWV RSU award granted on or after February 1, 2015 that is outstanding immediately prior to the effective time of the combination will be converted at the effective time of the combination into a Holdings RSU award in accordance with the immediately preceding sentence, provided that (i) the number of shares of MWV common stock subject to the MWV RSU will be prorated based on the number of complete months of service from January 1, 2015 through the effective time of the combination and (ii) performance-based MWV RSU awards will be earned based on actual performance from January 1, 2015 through the effective time of the combination.
Each MWV director stock unit award is vested, and each MWV director stock unit award that is outstanding immediately prior to the effective time of the combination will be converted at the effective time of the combination into a director stock unit award, on the same terms and conditions as were
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applicable to such MWV director stock unit award immediately prior to the effective time of the combination, and relating to the number of shares of Holdings common stock (rounded up to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV director stock unit award by 0.78.
Q:
Are there any risks in the combination that I should consider?
A:
Yes. There are risks associated with all business combinations, including the combination of RockTenn and MWV. These risks are discussed in more detail in the section entitled “Risk Factors” beginning on page 28.
Q:
Are RockTenn shareholders entitled to dissenters’ rights?
A:
Yes. Under the Georgia Business Corporation Code, which we refer to as the GBCC, the holders of RockTenn common stock are entitled to assert dissenters’ rights in connection with the RockTenn merger, provided they follow the procedures and satisfy the conditions set forth in Article 13 of the GBCC. For more information regarding dissenters’ rights, see the section entitled “Appraisal Rights and Dissenters’ Rights — Dissenters’ Rights of RockTenn Shareholders” beginning on page 195. In addition, a copy of Article 13 of the GBCC is attached as Annex I to this joint proxy statement/​prospectus. Failure to strictly comply with Article 13 of the GBCC will result in the loss of dissenters’ rights. We urge any RockTenn shareholder who wishes to assert dissenters’ rights to read the statute carefully and consult with legal counsel before attempting to assert dissenters’ rights.
Q:
Are MWV stockholders entitled to appraisal rights?
A:
No. Under the DGCL, the holders of MWV common stock are not entitled to appraisal rights in connection with the MWV merger.
Q:
What are the material U.S. federal income tax consequences of the combination to U.S. holders of shares of RockTenn common stock and shares of MWV common stock?
A:
RockTenn and MWV intend for each of the RockTenn merger and the MWV merger (together with the MWV LLC conversion) to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. It is a condition to RockTenn’s obligation to complete the RockTenn merger that RockTenn receive an opinion from Cravath, Swaine & Moore LLP, which we refer to as Cravath, counsel to RockTenn, to the effect that the RockTenn merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code). It is a condition to MWV’s obligation to complete the MWV merger that MWV receive an opinion from Wachtell, Lipton, Rosen & Katz, which we refer to as Wachtell Lipton, counsel to MWV, to the effect that the MWV merger (together with the MWV LLC conversion) will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the receipt and accuracy of the opinions described above, the U.S. federal income tax consequences of the combination to U.S. holders of RockTenn common stock and MWV common stock are as follows:
The consequences of the RockTenn merger to a U.S. holder (as defined on page 130) of RockTenn common stock will depend on the relative mix of cash and Holdings common stock received by the U.S. holder in the RockTenn merger. A U.S. holder of RockTenn common stock that exchanges all of its shares of RockTenn common stock solely for shares of Holdings common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of RockTenn common stock for shares of Holdings common stock in the RockTenn merger, except with respect to cash received in lieu of fractional shares. A U.S. holder of RockTenn common stock that exchanges all of its shares of RockTenn common stock solely for cash will generally recognize capital gain or loss measured by the difference between the amount of cash received in the RockTenn merger and the U.S. holder’s basis in the shares of RockTenn common stock surrendered in exchange for such cash. A U.S. holder of RockTenn common stock that exchanges shares of RockTenn common stock for a combination of Holdings common stock and cash will recognize gain (but not loss), but the U.S. holder’s taxable gain in that case will not exceed the amount of cash received in the RockTenn merger.
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A U.S. holder of MWV common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of MWV common stock for shares of Holdings common stock in the MWV merger, except with respect to cash received in lieu of fractional shares.
Please carefully review the information set forth in the section entitled “The Adoption of the Combination Agreement — Material U.S. Federal Income Tax Consequences of the Combination” beginning on page 130 for a description of the material U.S. federal income tax consequences of the combination. The tax consequences to you of the combination will depend on your own situation. Please consult your own tax advisors as to the specific tax consequences to you of the combination.
About the Special Meetings
Q:
When and where will the special meetings be held?
A:
RockTenn.   The RockTenn special meeting will be held at Hyatt Atlanta Perimeter at Villa Christina, 4000 Summit Boulevard, Atlanta, Georgia 30319 on June 24, 2015, at 9:00 a.m., local time.
MWV.   The MWV special meeting will be held at MeadWestvaco Corporate Headquarters, 501 South 5th Street, Richmond, Virginia 23219 on June 24, 2015, at 9:00 a.m., local time.
Q:
Who is entitled to vote at the special meetings?
A:
Only shareholders of record of RockTenn common stock at the close of business on May 4, 2015, are entitled to notice of, and to vote at, the RockTenn special meeting and any adjournment or postponement of the RockTenn special meeting. Only stockholders of record of MWV at the close of business on May 4, 2015 are entitled to notice of, and to vote at, the MWV special meeting and at any adjournment of the MWV special meeting.
Q:
How can I attend the special meetings?
A:
All of RockTenn’s shareholders are invited to attend the RockTenn special meeting and all of MWV’s stockholders are invited to attend the MWV special meeting. You may be asked to present valid photo identification, such as a driver’s license or passport, before being admitted to the applicable special meeting. If you hold your shares in “street name”, you also may be asked to present proof of ownership to be admitted to the applicable special meeting. A brokerage statement or letter from your broker, bank, trust company or other nominee proving ownership of the shares on the record date for the applicable special meeting are examples of proof of ownership. To help RockTenn and MWV plan for the special meetings, please indicate whether you expect to attend by responding affirmatively when prompted during internet or telephone proxy submission or by marking the attendance box on your proxy card.
Q:
What proposals will be considered at the special meetings?
A:
RockTenn.   At the special meeting of RockTenn shareholders, RockTenn shareholders will be asked to consider and vote on (i) the RockTenn merger proposal, (ii) the RockTenn adjournment proposal and (iii) the RockTenn compensation proposal. RockTenn will transact no other business at its special meeting except such business as may properly be brought before the RockTenn special meeting or any adjournment or postponement thereof.
MWV.   At the special meeting of MWV stockholders, MWV stockholders will be asked to consider and vote on (i) the MWV merger proposal, (ii) the MWV adjournment proposal and (iii) the MWV compensation proposal. MWV will transact no other business at its special meeting except such business as may properly be brought before the MWV special meeting or any adjournment or postponement thereof.
Q:
How does the RockTenn board of directors recommend that I vote?
A:
The RockTenn board unanimously adopted the combination agreement and determined that the combination agreement and the transactions contemplated thereby, including the RockTenn merger,
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are advisable and in the best interests of RockTenn and its shareholders. The RockTenn board unanimously recommends that the RockTenn shareholders vote “FOR” each of the RockTenn merger proposal, the RockTenn adjournment proposal and the RockTenn compensation proposal.
Q:
How does the MWV board of directors recommend that I vote?
A:
The MWV board unanimously approved the combination agreement and determined that the combination agreement and the transactions contemplated thereby, including the MWV merger, are advisable, fair to and in the best interests of MWV and its stockholders. The MWV board unanimously recommends that the MWV stockholders vote “FOR” each of the MWV merger proposal, the MWV adjournment proposal and the MWV compensation proposal.
Q:
How do I vote?
A:
If you are a shareholder of record of RockTenn as of the close of business on the record date for the RockTenn special meeting or a stockholder of record of MWV as of the close of business on the record date for the MWV special meeting, you may vote in person by attending the applicable special meeting or, to ensure your shares are represented at the applicable meeting, you may vote by:

accessing the Internet website specified on your proxy card;

calling the toll-free number specified on your proxy card; or

marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
If you hold RockTenn shares or MWV shares in the name of a bank or broker, please follow the voting instructions provided by your bank or broker to ensure that your shares are represented at the applicable special meeting.
Q:
What vote is required to approve each RockTenn proposal?
A:
Proposal to Approve the Combination Agreement by RockTenn Shareholders.   Approving the combination agreement requires the affirmative vote of holders of a majority of the shares of RockTenn common stock outstanding and entitled to vote. Accordingly, a RockTenn shareholder’s failure to submit a proxy card or to vote in person at the RockTenn special meeting, an abstention from voting, or the failure of a RockTenn shareholder who holds his, her or its RockTenn shares in “street name” through a broker or other nominee to give voting instructions to the broker or other nominee, will have the same effect as a vote “AGAINST” the proposal to approve the combination agreement.
Proposal to Adjourn the RockTenn Special Meeting by RockTenn Shareholders.   Approving the adjournment of the RockTenn special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the combination agreement) requires that the votes “FOR” the proposal to adjourn the RockTenn special meeting exceed the votes “AGAINST” such proposal. Accordingly, abstentions, broker non-votes and RockTenn shares not in attendance at the RockTenn special meeting will have no effect on the outcome of any vote to adjourn the RockTenn special meeting.
Proposal Regarding Certain RockTenn Combination-Related Executive Compensation Arrangements.   In accordance with Section 14A of the Exchange Act, RockTenn is providing shareholders with the opportunity to approve, by non-binding advisory vote, compensation payments for RockTenn’s named executive officers in connection with the combination, as reported in the section of this joint proxy statement/prospectus entitled “Advisory (Non-Binding) Vote on Compensation” beginning on page 165. Approving this combination-related executive compensation proposal, on a non-binding advisory basis, requires that the votes “FOR” the RockTenn compensation proposal exceed the votes “AGAINST” such proposal. Accordingly, abstentions, broker non-votes and RockTenn shares not in attendance at the RockTenn special meeting will have no effect on the outcome of any vote to approve, on a non-binding advisory basis, the RockTenn compensation proposal.
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Q:
What vote is required to approve each MWV proposal?
A:
Proposal to Adopt the Combination Agreement by MWV Stockholders.   Adopting the combination agreement requires the affirmative vote of holders of a majority of the shares of MWV common stock outstanding and entitled to vote. Accordingly, a MWV stockholder’s failure to submit a proxy card or to vote in person at the MWV special meeting, an abstention from voting, or the failure of a MWV stockholder who holds his, her or its MWV shares in “street name” through a broker or other nominee to give voting instructions to the broker or other nominee, will have the same effect as a vote “AGAINST” the proposal to adopt the combination agreement.
Proposal to Adjourn the MWV Special Meeting by MWV Stockholders.   Approving the adjournment of the MWV special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the combination agreement) requires the affirmative vote of holders of a majority of the shares of MWV common stock present, in person or represented by proxy, at the MWV special meeting and entitled to vote on the adjournment proposal. Accordingly, abstentions will have the same effect as a vote “AGAINST” the proposal to adjourn the MWV special meeting, while broker non-votes and MWV shares not in attendance at the MWV special meeting will have no effect on the outcome of any vote to adjourn the MWV special meeting.
Proposal Regarding Certain MWV Combination-Related Executive Compensation Arrangements.   In accordance with Section 14A of the Exchange Act, MWV is providing stockholders with the opportunity to approve, by non-binding advisory vote, compensation payments for MWV’s named executive officers in connection with the combination, as reported in the section of this joint proxy statement/prospectus entitled “Advisory (Non-Binding) Vote on Compensation” beginning on page 165. Approving this combination-related executive compensation proposal, on a non-binding advisory basis, requires the affirmative vote of holders of a majority of the shares of MWV common stock present, in person or represented by proxy, at the MWV special meeting and entitled to vote on the combination-related executive compensation proposal. Accordingly, abstentions will have the same effect as a vote “AGAINST” the combination-related executive compensation proposal, while broker non-votes and MWV shares not in attendance at the MWV special meeting will have no effect on the outcome of the combination-related executive compensation proposal.
Q:
How many votes do I have?
A:
RockTenn.   You are entitled to one vote for each share of RockTenn common stock that you owned as of the close of business on the record date for the RockTenn special meeting. As of the close of business on the record date for the RockTenn special meeting, there were 140,833,301 shares of RockTenn common stock outstanding entitled to vote at the RockTenn special meeting.
MWV.   You are entitled to one vote for each share of MWV common stock that you owned as of the close of business on the record date for the MWV special meeting. As of the close of business on the record date for the MWV special meeting, there were 167,815,581 shares of MWV common stock outstanding entitled to vote at the MWV special meeting.
Q:
What will happen if I fail to vote or I abstain from voting?
A:
RockTenn.   If you are a RockTenn shareholder and fail to vote, fail to instruct your broker or nominee to vote, or vote to abstain, it will have the same effect as a vote against the RockTenn merger proposal. If you are a RockTenn shareholder and fail to vote, fail to instruct your broker or nominee to vote, or vote to abstain, it will have no effect on the RockTenn adjournment proposal or RockTenn compensation proposal, assuming a quorum is present.
MWV.   If you are a MWV stockholder and fail to vote, fail to instruct your broker or nominee to vote, or vote to abstain, it will have the same effect as a vote against the MWV merger proposal. If you are a MWV stockholder and fail to vote or fail to instruct your broker nominee to vote, it will have no effect on the MWV adjournment proposal or the MWV compensation proposal, assuming a quorum is present. If you are a MWV stockholder and you mark your proxy or voting instructions to abstain, it will have the effect of voting against the MWV adjournment proposal and the MWV compensation proposal.
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Q:
What constitutes a quorum?
A:
RockTenn.   The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes entitled to be cast at the RockTenn special meeting constitutes a quorum for the transaction of business at the RockTenn special meeting. Shares of RockTenn common stock represented at the RockTenn special meeting and entitled to vote but not voted, including shares for which a shareholder directs an “abstention” from voting and broker non-votes (shares held by banks, brokerage firms or nominees that are present in person or by proxy at the RockTenn special meeting but with respect to which the broker or other shareholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), will be counted as present for purposes of establishing a quorum. Shares of RockTenn common stock held in treasury will not be included in the calculation of the number of shares of RockTenn common stock represented at the meeting for purposes of determining whether a quorum is present.
MWV.   The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast at the MWV special meeting constitutes a quorum for the transaction of business at the MWV special meeting. Shares of MWV common stock represented at the MWV special meeting but not voted, including shares for which a shareholder directs an “abstention” from voting, will be counted as present for purposes of establishing a quorum. Broker non-votes (shares held by banks, brokerage firms or nominees that are present in person or by proxy at the MWV special meeting but with respect to which the broker or other stockholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of establishing a quorum. Shares of MWV common stock held in treasury will not be included in the calculation of the number of shares of MWV common stock represented at the meeting for purposes of determining whether a quorum is present.
Q:
If my shares are held in “street name” by my broker, will my broker automatically vote my shares for me?
A:
No. If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee, that is, in “street name”, your broker, bank, trust company or other nominee cannot vote your shares on “non-routine” matters without instructions from you. You should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions from your broker, bank, trust company or other nominee provided to you. Please check the voting form used by your broker, bank, trust company or other nominee. If you are a RockTenn shareholder and you do not provide your broker, bank, trust company or other nominee with instructions and your broker, bank, trust company or other nominee submits an unvoted proxy, your shares of RockTenn common stock will be counted for purposes of determining a quorum at the RockTenn special meeting, but will not be voted on any proposal on which your broker, bank, trust company or other nominee does not have discretionary authority. If you are a MWV stockholder and you do not provide your broker, bank, trust company or other nominee with instructions and your broker, bank, trust company or other nominee submits an unvoted proxy, your shares of MWV common stock will not be counted for purposes of determining a quorum at the MWV special meeting and they will not be voted on any proposal at the MWV special meeting on which your broker, bank, trust company or other nominee does not have discretionary authority.
Please note that you may not vote shares held in street name by returning a proxy card directly to RockTenn or MWV or by voting in person at your special meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank, trust company or other nominee.
If you are a RockTenn shareholder and you do not instruct your broker on how to vote your RockTenn shares, your broker may not vote your RockTenn shares, which will have the same effect as a vote against the RockTenn merger proposal and, assuming a quorum is present, will have no effect on the RockTenn adjournment proposal or the RockTenn compensation proposal.
If you are a MWV stockholder and you do not instruct your broker on how to vote your MWV shares, your broker may not vote your MWV shares, which will have the same effect as a vote against the MWV merger proposal and, assuming a quorum is present, will have no effect on the MWV adjournment proposal or the MWV compensation proposal.
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Q:
What will happen if I return my proxy card without indicating how to vote?
A:
If you are a registered holder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the RockTenn board, in the case of RockTenn common stock, or the MWV board, in the case of MWV common stock.
Q:
What if I participate in the MWV Savings Plans?
A:
If you are a participant in a MWV 401(k) plan (which are referred to as the MWV Savings Plans), your proxy will serve as voting instructions for the shares of MWV common stock allocated to your plan account as of the record date. The trustee of the MWV Savings Plans will vote the plan shares as instructed by plan participants. If you do not provide voting instructions, the trustee will vote the shares of MWV common stock allocated to your plan account as of the record date as instructed by an independent, third-party investment fiduciary designated by the MeadWestvaco Corporation Benefit Plans Investment Policy Committee.
Q:
Can I change my vote after I have returned a proxy or voting instruction card?
A:
Yes. You can change your vote at any time before your proxy is voted at your special meeting. You can do this in one of three ways:

you can send a signed notice of revocation;

you can grant a new, valid proxy bearing a later date (including by telephone or through the Internet); or

if you are a holder of record, you can attend your special meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.
If you choose either of the first two methods, you must submit your notice of revocation or your new proxy to the Corporate Secretary of RockTenn or Corporate Secretary of MWV, as appropriate, no later than the beginning of the applicable special meeting. If your shares are held in street name by your bank or broker, you should contact your broker to change your vote or revoke your proxy.
Q:
What happens if I transfer my shares of RockTenn or MWV common stock before the special meetings?
A:
The record dates for the RockTenn and MWV special meetings are earlier than both the date of the special meetings and the date that the combination is expected to be completed. If you transfer your RockTenn or MWV shares after the applicable record date but before the applicable special meeting, you will retain your right to vote at the applicable special meeting. However, in order to receive the RockTenn merger consideration or the MWV merger consideration, as applicable, you must hold your shares of RockTenn common stock or MWV common stock, as applicable, through the completion of the combination.
Q:
What if I hold shares in both RockTenn and MWV?
A:
If you are both a shareholder of RockTenn and a stockholder of MWV, you will receive two separate packages of proxy materials. A vote cast as a RockTenn shareholder will not count as a vote cast as a MWV stockholder, and a vote cast as a MWV stockholder will not count as a vote cast as a RockTenn shareholder. Therefore, please separately submit a proxy for each of your RockTenn and MWV shares.
Q:
Who is the inspector of election?
A:
The RockTenn board has appointed a representative of Computershare Inc. to act as the inspector of election at the RockTenn special meeting. The MWV board has appointed a representative of Computershare Inc. to act as the inspector of election at the MWV special meeting.
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Q:
Where can I find the voting results of the special meetings?
A:
The preliminary voting results are expected to be announced at the RockTenn and MWV special meetings. In addition, within four business days following certification of the final voting results, each of RockTenn and MWV intends to file the final voting results of its special meeting with the SEC on Form 8-K.
Q:
What will happen if all of the proposals to be considered at the special meetings are not approved?
A:
As a condition to the completion of the combination, RockTenn’s shareholders must approve the RockTenn merger proposal and MWV’s stockholders must approve the MWV merger proposal. Completion of the combination is not conditioned or dependent on approval of any of the other proposals to be considered at the special meetings.
Q:
Why are RockTenn shareholders and MWV stockholders being asked to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to RockTenn’s and MWV’s named executive officers in connection with the completion of the combination?
A:
The rules promulgated by the SEC under Section 14A of the Exchange Act require RockTenn and MWV to seek a non-binding, advisory vote with respect to certain compensation that may be paid or become payable to RockTenn’s and MWV’s named executive officers in connection with the combination. For more information regarding such payments, see the section entitled “Advisory (Non-Binding) Vote on Compensation” beginning on page 165.
Q:
What will happen if RockTenn shareholders or MWV stockholders do not approve, on a non-binding advisory basis, the payments to RockTenn’s and MWV’s named executive officers in connection with the completion of the combination?
A:
The votes on the RockTenn compensation proposal and the MWV compensation proposal are votes separate and apart from the votes on the RockTenn merger proposal and the MWV merger proposal. Accordingly, RockTenn shareholders may vote in favor of the RockTenn merger proposal and not in favor of the RockTenn compensation proposal, or vice versa. Approval of the RockTenn compensation proposal is not a condition to consummation of the combination, and it is advisory in nature only, meaning it will not be binding on RockTenn, MWV or Holdings. Likewise, MWV stockholders may vote in favor of the MWV merger proposal and not in favor of the MWV compensation proposal, or vice versa. Approval of the MWV compensation proposal is not a condition to consummation of the combination, and it is advisory in nature only, meaning it will not be binding on RockTenn, MWV or Holdings.
Q:
What do I need to do now?
A:
Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus, including its annexes.
If you are a holder of record, in order for your shares to be represented at your special meeting, you must:

attend your special meeting in person;

vote through the Internet or by telephone by following the instructions included on your proxy card; or

indicate on the enclosed proxy card how you would like to vote and return the proxy card in the accompanying pre-addressed postage paid envelope.
If you hold your shares in street name, in order for your shares to be represented at your special meeting, you should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions from your broker, bank, trust company or other nominee provided to you.
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Q:
Who can help answer my questions?
A:
RockTenn shareholders or MWV stockholders who have questions about the combination agreement, the combination or the other matters to be voted on at the special meetings or desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:
if you are a RockTenn shareholder:
if you are a MWV stockholder:
Georgeson Inc.
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
(866) 203-9401 (Toll Free)
Georgeson Inc.
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
(866) 482-4931 (Toll Free)
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SUMMARY
This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that is important to you. RockTenn and MWV urge you to read carefully the remainder of this joint proxy statement/prospectus, including the attached annexes and the other documents to which we have referred you, because this section does not provide all the information that might be important to you with respect to the combination and the other matters being considered at the applicable special meeting. See also the section entitled “Where You Can Find More Information” beginning on page 198. We have included page references to direct you to a more complete description of the topics presented in this summary.
The Companies
Rock-Tenn Company (See page 39)
Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
Rock-Tenn Company, a Georgia corporation, is one of North America’s leading integrated manufacturers of corrugated and consumer packaging. RockTenn conducts its operations in four segments: Corrugated Packaging, consisting of its containerboard mills and corrugated converting operations; Consumer Packaging, consisting of its coated and uncoated paperboard mills and consumer packaging converting operations; Merchandising Displays, consisting of its display and contract packaging services; and Recycling, consisting of its recycled fiber brokerage and collection operations. RockTenn operates locations in the United States, Canada, Mexico, Chile, Argentina and Puerto Rico.
RockTenn’s common stock is listed on the NYSE under the symbol “RKT”.
Additional information about RockTenn and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 198.
MeadWestvaco Corporation (See page 39)
MeadWestvaco Corporation
501 South 5th Street
Richmond, Virginia 23219-0501
Telephone: (804) 444-1000
MeadWestvaco Corporation, a Delaware corporation, is a global packaging company providing innovative solutions to the world’s most admired brands in the healthcare, beauty and personal care, food, beverage, home and garden, tobacco, and agricultural industries. MWV also produces specialty chemicals for the automotive, energy, and infrastructure industries and maximizes the value of its development land holdings. MWV’s reporting segments are (i) Food & Beverage, (ii) Home, Health & Beauty, (iii) Industrial, (iv) Specialty Chemicals and (v) Community Development and Land Management. MWV’s network of 125 facilities and 15,000 employees spans North America, South America, Europe and Asia.
MWV’s common stock is listed on the NYSE under the symbol “MWV”.
Additional information about MWV and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 198.
WestRock Company (See page 39)
WestRock Company
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
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WestRock Company, a wholly owned subsidiary of RockTenn, is a Delaware corporation that was formed on March 6, 2015 for the purpose of effecting the combination. To date, Holdings has not conducted any activities other than those incidental to its formation and the matters contemplated by the combination agreement in connection with the combination. On May 15, 2015, the name of Holdings was changed from “Rome-Milan Holdings, Inc.” to “WestRock Company”. As of the completion of the combination, RockTenn and MWV will each become a wholly owned subsidiary of Holdings and the Holdings common stock will be listed on the NYSE under the symbol “WRK”. The business of Holdings will be the combined businesses currently conducted by RockTenn and MWV.
Rome Merger Sub, Inc. (See page 40)
Rome Merger Sub, Inc.
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
Rome Merger Sub, Inc., a wholly owned subsidiary of Holdings, is a Georgia corporation that was formed on March 6, 2015 for the purpose of effecting the combination. To date, RockTenn Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the combination agreement in connection with the combination. Pursuant to the combination agreement, RockTenn Merger Sub will be merged with and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiary of Holdings.
Milan Merger Sub, LLC (See page 40)
Milan Merger Sub, LLC
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
Milan Merger Sub, LLC, a wholly owned subsidiary of Holdings, is a Delaware limited liability company that was formed on March 6, 2015 for the purpose of effecting the combination. To date, MWV Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the combination agreement in connection with the combination. Pursuant to the combination agreement, MWV Merger Sub will be merged with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of Holdings. MWV, as the surviving corporation of the MWV merger, will convert to a Delaware limited liability company in accordance with Section 266 of the DGCL as soon as practicable after the effective time of the MWV merger.
The Combination and the Combination Agreement
A copy of the combination agreement is attached as Annex A to this joint proxy statement/prospectus. RockTenn and MWV encourage you to read the entire combination agreement carefully because it is the principal document governing the combination. For more information on the combination agreement, see the section entitled “The Adoption of the Combination Agreement” beginning on page 49.
Effects of Combination (See page 49)
Subject to the terms and conditions of the combination agreement:

RockTenn Merger Sub, a Georgia corporation that was formed on March 6, 2015 as a wholly owned subsidiary of Holdings, will be merged with and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiary of Holdings, which we refer to as the RockTenn merger;

MWV Merger Sub, a Delaware limited liability company that was formed on March 6, 2015 as a wholly owned subsidiary of Holdings, will be merged with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of Holdings, which we refer to as the MWV merger; and
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MWV, as the surviving corporation of the MWV merger, will convert to a Delaware limited liability company in accordance with Section 266 of the DGCL as soon as practicable after the effective time of the MWV merger, which we refer to as the MWV LLC conversion.
As a result, among other things, (1) Holdings will become the ultimate parent of RockTenn, MWV and their respective subsidiaries and (2) existing RockTenn shareholders will receive shares of Holdings common stock or cash, and existing MWV stockholders will receive shares of Holdings common stock, in accordance with the terms of the combination agreement.
The organization of RockTenn, MWV and Holdings before and after the combination is illustrated on this page and the following page:
Prior to the Combination
[MISSING IMAGE: t1500531_chrt1.jpg]
The Combination
[MISSING IMAGE: t1500531_chrt2.jpg]
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After the Combination
[MISSING IMAGE: t1500531_chrt3.jpg]
Merger Consideration (See page 146)
RockTenn Merger Consideration.   Subject to the terms and conditions set forth in the combination agreement, RockTenn shareholders will have the right to elect to receive with respect to each share of RockTenn common stock they hold (other than RockTenn shares in respect of which a shareholder has properly exercised dissenters’ rights under Georgia law), subject to certain proration procedures described below, either: (1) one share of Holdings common stock or (2) an amount in cash equal to the volume weighted average price per share of RockTenn common stock on the NYSE for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the combination. Any RockTenn shareholder may contact Georgeson Inc. at (866) 203-9401 (toll free) to obtain the volume weighted average price of RockTenn common stock for the five trading day period ending with the trading day preceding the date on which the shareholder contacts Georgeson Inc.
Under the combination agreement, the stock cap number, which is the cap on the number of shares of RockTenn common stock which may be converted into RockTenn stock consideration, is equal to the maximum number of shares of Holdings common stock that can be issued to RockTenn shareholders as consideration in the combination such that the RockTenn shareholders’ pro forma ownership of Holdings immediately after the effective time of the combination does not exceed 49.9% of the issued and outstanding shares of Holdings common stock. Therefore, elections by the RockTenn shareholders for the RockTenn stock consideration or the RockTenn cash consideration are subject to proration procedures, which will result in approximately 50.1% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former MWV stockholders and approximately 49.9% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former RockTenn shareholders. In order to achieve this 50.1%/49.9% pro forma ownership between the MWV stockholders and RockTenn shareholders, the combination agreement provides for adjustments to and reallocation of the stock and cash elections made by RockTenn shareholders, as well as the allocation of consideration to be paid with respect to shares of RockTenn common stock owned by shareholders who fail to make an election. Accordingly, depending on the elections made by other RockTenn shareholders, each RockTenn shareholder who elects to receive Holdings common stock for all of their shares of RockTenn common stock in the combination may receive a portion of their consideration in cash and each RockTenn stockholder who elects to receive cash for all of their shares of RockTenn common stock in the combination may receive a portion of their consideration in Holdings common stock. A RockTenn shareholder who elects to receive a combination of Holdings common stock and cash for their shares of RockTenn common stock in the combination may receive Holdings common stock and cash in a proportion different from that which such shareholder elected. Based on the number of shares of RockTenn common stock and MWV common stock outstanding
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on May 12, 2015, approximately 7.6% of shares of RockTenn common stock would receive RockTenn cash consideration. For further information, including hypothetical scenarios demonstrating the possible effects of proration on a holder of 100 shares of RockTenn common stock, please see the section titled “The Adoption of the Combination Agreement — The Combination Agreement — Merger Consideration — RockTenn Merger Consideration” beginning on page 146.
The combination agreement also provides for the allocation of consideration to be paid with respect to a RockTenn shareholder’s non-electing shares. If the stock election number exceeds the stock cap number, then all the non-electing shares will be converted into the right to receive RockTenn cash consideration. If the shortfall number is less than or equal to the stock cap number, then the non-electing shares will be converted into the right to receive (a) the RockTenn stock consideration, if the shortfall number exceeds the aggregate number of non-electing shares, and (b) a mix of RockTenn stock consideration and RockTenn cash consideration, if the shortfall number is less than or equal to the aggregate number of non-electing shares.
MWV Merger Consideration.   Subject to the terms and conditions set forth in the combination agreement, MWV stockholders will receive 0.78 shares of Holdings common stock for each share of MWV common stock they hold, with cash paid in lieu of fractional shares.
The combination agreement does not contain any provision that would adjust the exchange ratios or cash consideration based on fluctuations in the market value of either RockTenn’s common stock or MWV’s common stock. Because of this, the implied value of the stock consideration to RockTenn’s shareholders and MWV stockholders will fluctuate between now and the completion of the combination. The value of the consideration to RockTenn shareholders electing to receive RockTenn cash consideration depends on the average market value of RockTenn common stock prior to the completion of the combination. The value of the consideration to RockTenn shareholders electing to receive RockTenn stock consideration and to MWV stockholders depends on the market value of Holdings common stock at the time the combination is completed, which will in turn be affected by the market value of the RockTenn common stock and the MWV common stock at the time the combination is completed.
On January 23, 2015, the last trading day prior to the public announcement of the proposed combination, the closing price on the NYSE was $62.99 per share of RockTenn common stock and $45.04 per share of MWV common stock. On May 19, 2015, the latest practicable date before the date of this joint proxy statement/prospectus, the closing price on the NYSE was $66.08 per share of RockTenn common stock and $51.24 per share of MWV common stock. We urge you to obtain current market quotations before voting your shares.
Treatment of RockTenn Stock Options and Other RockTenn Equity-Based Awards (See page 136)
Upon the effective time of the combination, each outstanding, unvested RockTenn restricted stock award held by a non-executive member of the RockTenn board will automatically vest and convert into the right to receive a number of shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such RockTenn restricted stock award immediately prior to the effective time of the combination.
Upon the effective time of the combination, each RockTenn option, whether vested or unvested, will convert into a Holdings option, on the same terms and conditions (including applicable vesting requirements and per share exercise price) with respect to a number of shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such RockTenn option immediately prior to the effective time of the combination. For each RockTenn option granted on or after January 1, 2015, the total number of shares covered by such RockTenn option will be prorated, rounded up to the nearest whole share, based on the number of days elapsed prior to the consummation of the combination during the period beginning on January 1, 2015 and ending on December 31, 2017. Each unvested RockTenn option that was granted during calendar year 2014 will accelerate and vest pursuant to their terms upon the effective time of the combination.
Upon the effective time of the combination, each outstanding, unvested RockTenn restricted stock award held by anyone other than a non-executive member of the RockTenn board will convert into a Holdings restricted stock award on the same terms and conditions (including applicable vesting
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requirements), with respect to a number of shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such RockTenn restricted stock award immediately prior to the effective time of the combination.
Upon the effective time of the combination, each outstanding, unvested RockTenn RSU will convert into a Holdings RSU, on the same terms and conditions (including applicable vesting requirements), with respect to a number of shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such RockTenn RSU immediately prior to the effective time of the combination. For each RockTenn RSU that is subject to performance-based vesting criteria granted on or after January 1, 2015, (i) the total number of shares covered by such RockTenn RSU will be prorated, rounded up to the nearest whole share, based on the number of days elapsed prior to the consummation of the combination during the period beginning on January 1, 2015 and ending on December 31, 2017, (ii) the performance period applicable to each such RockTenn RSU will end and (iii) the performance goals will be determined based on the level of performance achieved through the effective time of the combination in accordance with the terms of the applicable award agreement. For each RockTenn RSU that is subject to performance-based vesting conditions and granted prior to January 1, 2015, the RockTenn compensation committee will be permitted to determine, prior to the effective time of the combination, the level of performance achievement for such RockTenn RSU based on the RockTenn compensation committee’s good faith determination of actual performance as of the effective time of the combination, and the related Holdings RSUs will remain subject only to the applicable time-based vesting criteria as were applicable to such RockTenn RSU immediately prior to the effective time of the combination.
The combination agreement also provides that the purchase period under the RockTenn ESPP that commenced on February 1, 2015 will be the final purchase period under the RockTenn ESPP, and that all RockTenn ESPP purchase rights will be exercised on the earlier to occur of  (i) the scheduled purchase date for the purchase period that commenced on February 1, 2015 and (ii) the date that is seven business days prior to the effective time of the combination (with any payroll deductions not applied to the purchase of shares of RockTenn common stock returned to the participant). All shares of RockTenn common stock so purchased will be converted into shares of Holdings common stock upon the effective time of the combination on the same terms and conditions as shares of RockTenn common stock held by all other RockTenn shareholders.
Treatment of MWV Stock Options and Other MWV Equity-Based Awards (See page 136)
Each MWV option granted prior to February 1, 2015 that is outstanding immediately prior to the effective time of the combination, whether vested or unvested, will be converted at the effective time of the combination into an option to purchase, on the same terms and conditions (including applicable vesting requirements) as were applicable to such MWV option immediately prior to the effective time of the combination, the number of shares of Holdings common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV option by 0.78, at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of the MWV option by 0.78. Each MWV option granted on or after February 1, 2015 that is outstanding immediately prior to the effective time of the combination will be converted at the effective time of the combination into a Holdings option in accordance with the immediately preceding sentence, provided that the number of shares of MWV common stock subject to the MWV option will be prorated based on the number of complete months of service from January 1, 2015 through the effective time of the combination.
Each MWV stock appreciation right that is outstanding immediately prior to the effective time of the combination, whether vested or unvested, will be converted at the effective time of the combination into a Holdings stock appreciation right, on the same terms and conditions (including applicable vesting requirements) as were applicable to such MWV stock appreciation right immediately prior to the effective time of the combination, corresponding to the number of shares of Holdings common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV stock appreciation right by 0.78, at a base price per share (rounded up to the nearest whole cent) determined by dividing the per-share base price of the MWV stock appreciation right by 0.78.
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Each MWV RSU award granted prior to February 1, 2015 that is outstanding immediately prior to the effective time of the combination, whether vested or unvested, will be converted at the effective time of the combination into a Holdings RSU award, on the same terms and conditions (provided that performance-vesting MWV RSU awards will be deemed earned at target performance and the related Holdings RSU awards will remain subject to any applicable time-based vesting criteria) as were applicable to such MWV RSU award immediately prior to the effective time of the combination, and relating to the number of shares of Holdings common stock (rounded up to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV RSU award by 0.78. Each MWV RSU award granted on or after February 1, 2015 that is outstanding immediately prior to the effective time of the combination will be converted at the effective time of the combination into a Holdings RSU award in accordance with the immediately preceding sentence, provided that (i) the number of shares of MWV common stock subject to the MWV RSU will be prorated based on the number of complete months of service from January 1, 2015 through the effective time of the combination and (ii) performance-based MWV RSU awards will be earned based on actual performance from January 1, 2015 through the effective time of the combination.
Each MWV director stock unit award is vested, and each MWV director stock unit award that is outstanding immediately prior to the effective time of the combination will be converted at the effective time of the combination into a director stock unit award, on the same terms and conditions as were applicable to such MWV director stock unit award immediately prior to the effective time of the combination, and relating to the number of shares of Holdings common stock (rounded up to the nearest whole share) determined by multiplying the number of shares of MWV common stock subject to the MWV director stock unit award by 0.78.
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Treatment of Reserved RockTenn Common Stock (See page 137)
The combination agreement provides that at the effective time of the combination, Holdings will reserve for issuance a sufficient number of shares of Holdings common stock to deliver the aggregate stock consideration that would have been issued in respect of the reserved RockTenn common stock (as defined on page 137) in accordance with the Plan of Reorganization (as defined on page A-62) if each share of reserved RockTenn common stock had been converted into one share of Holdings common stock in accordance with the terms of the combination agreement.
Material U.S. Federal Income Tax Consequences of the Combination (See page 130)
RockTenn and MWV intend for each of the RockTenn merger and MWV merger (together with the MWV LLC conversion) to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to RockTenn’s obligation to complete the RockTenn merger that RockTenn receive an opinion from Cravath, counsel to RockTenn, to the effect that the RockTenn merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code). It is a condition to MWV’s obligation to complete the MWV merger that MWV receive an opinion from Wachtell Lipton, counsel to MWV, to the effect that the MWV merger (together with the MWV LLC conversion) will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the receipt and accuracy of the opinions described above, the U.S. federal income tax consequences of the combination to U.S. holders of RockTenn common stock and MWV common stock are as follows:
The consequences of the RockTenn merger to a U.S. holder (as defined on page 130) of RockTenn common stock will depend on the relative mix of cash and Holdings common stock received by the U.S. holder in the RockTenn merger. A U.S. holder of RockTenn common stock that exchanges all of its shares of RockTenn common stock solely for shares of Holdings common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of RockTenn common stock for shares of Holdings common stock in the RockTenn merger, except with respect to cash received in lieu of fractional shares. A U.S. holder of RockTenn common stock that exchanges all of its shares of RockTenn common stock solely for cash will generally recognize capital gain or loss measured by the difference between the amount of cash received in the RockTenn merger and the U.S. holder’s basis in the shares of RockTenn common stock surrendered in exchange for such cash. A U.S. holder of RockTenn common stock that exchanges shares of RockTenn common stock for a combination of Holdings common stock and cash will recognize gain (but not loss), but the U.S. holder’s taxable gain in that case will not exceed the amount of cash received in the RockTenn merger.
A U.S. holder of MWV common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of MWV common stock for shares of Holdings common stock in the MWV merger, except with respect to cash received in lieu of fractional shares.
Please carefully review the information set forth in the section entitled “The Adoption of the Combination Agreement — Material U.S. Federal Income Tax Consequences of the Combination” beginning on page 130 for a description of the material U.S. federal income tax consequences of the combination. Please consult your own tax advisors as to the specific tax consequences to you of the combination.
Recommendation of the RockTenn Board of Directors (See page 56)
After careful consideration, the RockTenn board of directors, on January 25, 2015, unanimously adopted the combination agreement and determined that the combination agreement and the transactions contemplated thereby are advisable and in the best interests of RockTenn and its shareholders. For factors considered by the RockTenn board in reaching its decision to adopt the combination agreement, see the section entitled “The Adoption of the Combination Agreement — RockTenn’s Reasons for the Combination; Recommendation of the RockTenn Board of Directors” beginning on page 56. The RockTenn board unanimously recommends that the RockTenn shareholders vote “FOR” each of the RockTenn merger proposal, the RockTenn adjournment proposal and the RockTenn compensation proposal.
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Recommendation of the MWV Board of Directors (See page 60)
After careful consideration, the MWV board of directors, on January 25, 2015, unanimously approved the combination agreement and determined that the combination agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of MWV and its stockholders. For factors considered by the MWV board in reaching its decision to approve the combination agreement, see the section entitled “The Adoption of the Combination Agreement — MWV’s Reasons for the Combination; Recommendation of the MWV Board of Directors” beginning on page 60. The MWV board unanimously recommends that the MWV stockholders vote “FOR” each of the MWV merger proposal, the MWV adjournment proposal and the MWV compensation proposal.
Opinions of RockTenn’s Financial Advisors (See page 63)
In connection with the combination, the RockTenn board received separate opinions, each dated January 25, 2015, from Blackstone Advisory Partners L.P., referred to as Blackstone, and Lazard Frères & Co. LLC, referred to as Lazard, and, together with Blackstone, sometimes referred to as the RockTenn Financial Advisors. Blackstone and Lazard each rendered an oral opinion, subsequently confirmed in writing, to the RockTenn board to the effect that, as of January 25, 2015, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in the respective written opinions of Blackstone and Lazard, the MWV exchange ratio was fair, from a financial point of view, to RockTenn.
The full texts of the written opinions of Blackstone and Lazard, each dated January 25, 2015, which set forth, among other things, the assumptions made, procedures followed, factors considered, and qualifications and limitations on the review undertaken by each of Blackstone and Lazard in connection with their respective opinions, are attached to this joint proxy statement/prospectus as Annexes B and C, respectively. RockTenn encourages its shareholders to read the opinions carefully and in their entirety. The opinion of Blackstone was addressed and directed to the RockTenn board for the purposes of its evaluation of the combination, addresses only the fairness, as of the date of the opinion, from a financial point of view, to RockTenn of the MWV exchange ratio, and does not constitute a recommendation to any holder of RockTenn common stock as to how such holder should vote with respect to the RockTenn merger or any other matter or as to whether any RockTenn shareholder should elect to receive the RockTenn cash consideration or the RockTenn stock consideration. The opinion of Lazard was addressed and directed to, and provided for the use and benefit of, the RockTenn board (in its capacity as such) in connection with its evaluation of the combination, and addresses only the fairness, as of the date of the opinion, from a financial point of view, to RockTenn of the MWV exchange ratio, and is not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the combination or any other matter relating thereto, or whether any holder of RockTenn common stock should make an election to receive the RockTenn stock consideration or the RockTenn cash consideration. Neither Blackstone’s nor Lazard’s opinion addresses the relative merits of the combination as compared to any other transaction or business strategy in which RockTenn might engage or the merits of the underlying business decision by RockTenn to engage in the combination.
Opinions of MWV’s Financial Advisors (See page 86)
Merrill Lynch, Pierce, Fenner & Smith Incorporated
In connection with the combination, Merrill Lynch, Pierce, Fenner & Smith Incorporated, referred to as BofA Merrill Lynch, MWV’s financial advisor, delivered to the MWV board a written opinion, dated January 25, 2015, as to, taking into account the RockTenn merger, the fairness, from a financial point of view and as of the date of the opinion, of the MWV exchange ratio to the holders of the outstanding shares of MWV common stock (other than RockTenn and its affiliates). The full text of the written opinion, dated January 25, 2015, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this document. BofA Merrill Lynch provided its opinion to the MWV board (in its capacity as such) for the benefit and use of the MWV board in connection with and for purposes of its evaluation of the MWV exchange ratio from a financial point of view. BofA Merrill Lynch’s opinion does not
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address any other aspect of the combination or any terms or other aspects of MWV’s previously disclosed plan to fully separate its specialty chemicals business by means of a tax-free spin-off to stockholders of MWV or another alternative transaction, referred to as the spin-off of MWV’s specialty chemicals business, and no opinion or view was expressed as to the relative merits of the combination or the spin-off of MWV’s specialty chemicals business in comparison to other strategies or transactions that might be available to MWV or in which MWV might engage or as to the underlying business decision of MWV to proceed with or effect the combination or the spin-off of MWV’s specialty chemicals business. BofA Merrill Lynch’s opinion does not address any other aspect of the combination and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed combination or any related matter.
Goldman, Sachs & Co.
Goldman, Sachs & Co., referred to as Goldman Sachs, delivered its opinion, dated January 25, 2015, to the MWV board that, as of such date, taking into account the RockTenn merger and based upon and subject to the factors and assumptions set forth therein, the MWV exchange ratio pursuant to the original combination agreement was fair from a financial point of view to the holders (other than RockTenn and its affiliates) of the outstanding shares of MWV common stock.
The full text of the written opinion of Goldman Sachs, dated January 25, 2015, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex E. Goldman Sachs provided its opinion for the information and assistance of the MWV board in connection with its consideration of the combination. The Goldman Sachs opinion is not a recommendation as to how any holder of MWV common stock should vote with respect to the combination or any other matter. Pursuant to an engagement letter between MWV and Goldman Sachs, MWV has agreed to pay Goldman Sachs a transaction fee, all of which is payable upon consummation of the combination, in an amount that will depend on the aggregate value of MWV, which value will be based on the average of the last sales prices of MWV common stock on the five trading days ending five trading days prior to the date of the consummation of the combination. For illustrative purposes, based on the average trading price of MWV common stock from April 28, 2015 through May 4, 2015, this transaction fee would have equaled approximately $27 million.
Greenhill & Co., LLC
Greenhill & Co., LLC, referred to as Greenhill, delivered its opinion to the MWV board that, as of January 25, 2015, subject to certain assumptions and limitations described in its opinion, the MWV exchange ratio pursuant to the original combination agreement was fair from a financial point of view to the holders of MWV common stock.
The full text of the written opinion of Greenhill, dated as of January 25, 2015, which sets forth, among other things, the assumptions made, procedures followed, matters and factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex F. You are urged to, and should, read the opinion carefully and in its entirety. The opinion was addressed and directed to the MWV board in connection with its evaluation of the combination, addresses only the fairness, from a financial point of view, to the MWV stockholders of the MWV exchange ratio in the MWV merger and does not constitute a recommendation to any stockholder of MWV as to how such stockholder should vote with respect to the combination or any other matter. Greenhill has not expressed any opinion as to the underlying business decision by MWV to engage in the combination.
Financial Interests of RockTenn Directors and Officers in the Combination (See page 112)
Certain members of the RockTenn board and executive officers of RockTenn may be deemed to have interests in the combination that are in addition to, or different from, the interests of other RockTenn shareholders. The RockTenn board was aware of these interests and considered them, among other matters, in approving the combination and the combination agreement and in making the recommendations that the RockTenn shareholders approve the combination agreement, the combination and the other transactions contemplated by the combination agreement. These interests include:
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Outstanding, unvested RockTenn options granted during calendar year 2014 and held by executive officers of RockTenn and RockTenn restricted stock awards held by non-executive members of the RockTenn board will accelerate and vest pursuant to their terms upon the effective time of the combination, and be converted into a number of vested Holdings options and unrestricted shares of Holdings common stock, respectively, with respect to a number of shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such award immediately prior to the effective time of the combination.

The combination agreement provides for the conversion of outstanding, unvested RockTenn options granted on or after January 1, 2015 or prior to January 1, 2014, RockTenn restricted stock awards held by anyone other than a non-executive member of the RockTenn board and RockTenn RSUs into unvested Holdings options, Holdings restricted stock awards and Holdings RSUs, respectively, with respect to a number of shares of Holdings common stock equal to the total number of shares of RockTenn common stock subject to such award immediately prior to the effective time of the combination. For each RockTenn option and each RockTenn RSU that is subject to performance-based vesting criteria, in each case, granted on or after January 1, 2015, (i) the total number of shares covered by such award will be prorated, rounded up to the nearest whole share, based on the number of days elapsed prior to the consummation of the combination during the period beginning on January 1, 2015 and ending on December 31, 2017, (ii) the performance period applicable to each such RockTenn RSU will end and (iii) the performance goals will be determined based on the level of performance achieved through the effective time of the combination in accordance with the terms of the applicable award agreement. For each RockTenn RSU that is subject to performance-based vesting conditions and granted prior to January 1, 2015, the RockTenn compensation committee will be permitted to determine, prior to the effective time of the combination, the level of performance achievement for such RockTenn RSU based on the RockTenn compensation committee’s good faith determination of actual performance as of the effective time of the combination, and the related Holdings RSUs will remain subject only to the applicable time-based vesting criteria as were applicable to such RockTenn RSU immediately prior to the effective time of the combination. Vesting of such Holdings options, Holdings restricted stock awards and Holdings RSUs will accelerate if the applicable holder experiences a qualifying termination of employment following the effective time of the combination.

The shares of RockTenn common stock to be received by certain executive officers in respect of their accumulated payroll deductions for the purchase period that commenced on February 1, 2015 under the RockTenn ESPP on the earlier to occur of  (i) the scheduled purchase date for the purchase period that commenced on February 1, 2015 and (ii) the date that is seven business days prior to the effective time of the combination (with any payroll deductions not applied to the purchase of shares of RockTenn common stock returned to the executive officer). All shares of RockTenn common stock so purchased will be converted into shares of Holdings common stock upon the effective time of the combination on the same terms and conditions as shares of RockTenn common stock held by all other RockTenn shareholders.

An employment agreement by and among RockTenn-Southern Container, LLC and Rock-Tenn Services Inc., each a wholly owned subsidiary of RockTenn, and James B. Porter III, which provides Mr. Porter with severance benefits in the event of certain qualifying terminations of employment.

Members of the RockTenn board and executive officers of RockTenn are entitled to continued indemnification and insurance coverage under the combination agreement.
Financial Interests of MWV Directors and Officers in the Combination (See page 118)
Certain members of the MWV board and executive officers of MWV may be deemed to have interests in the combination that are in addition to, or different from, the interests of other MWV shareholders. The MWV board was aware of these interests and considered them, among other matters, in approving the
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combination and the combination agreement and in making the recommendations that the MWV shareholders approve and adopt the combination agreement and approve the combination and the other transactions contemplated by the combination agreement. These interests include:

The terms of the converted Holdings stock options, Holdings stock appreciation rights and Holdings RSU awards provide for the accelerated vesting of the awards upon a termination of employment without cause following the effective time of the transaction.

MWV previously entered into change in control agreements with certain of its executive officers and adopted a change in control severance plan applicable to other executive officers, pursuant to which each of the executive officers of MWV is entitled to certain payments and benefits upon a qualifying termination of employment following the effective time of the transaction. Mr. Luke has waived his rights with respect to the proposed combination to any change in control benefits he would have been entitled to receive under his change in control agreement.

Pursuant to the combination agreement, MWV may accelerate the vesting of MWV options having an aggregate spread value comparable to the aggregate spread value of the RockTenn options that will accelerate upon the effective time of the combination. MWV’s executive officers may hold stock options that may accelerate if MWV exercises its right to accelerate the vesting of such options.

Pursuant to the combination agreement, the MWV board may provide for the accelerated vesting of MWV equity awards (or related converted awards) held by certain executive officers upon such executive officer’s resignation for “good reason” under such executive officer’s change in control agreement or in the event that a determination has been made regarding Holdings management that would, if implemented, qualify as “good reason” under such executive officer’s applicable change in control agreement.

Members of the MWV board and executive officers of MWV are entitled to continued indemnification and insurance coverage under the combination agreement.
Certain Governance Matters Following the Combination (See page 127)
Pursuant to the combination agreement, promptly following the effective time of the combination, the Holdings board will consist of 14 directors, (i) eight of whom will be persons designated by RockTenn from the directors of RockTenn as of the date of the original combination agreement, referred to as the RockTenn directors, one of whom will be Mr. Steven C. Voorhees, and (ii) six of whom will be persons designated by MWV from the directors of MWV as of the date of the original combination agreement, referred to as the MWV directors, one of whom will be Mr. John A. Luke, Jr.
Under the terms of the combination agreement, upon completion of the combination, (i) Mr. Voorhees will be appointed the Chief Executive Officer and President of Holdings and (ii) Mr. Luke will be designated as Non-Executive Chairman of Holdings.
Pursuant to the combination agreement, at the effective time of the combination, the members of each committee of the Holdings board will approximate pro-rata representation between persons on the Holdings board who were RockTenn directors and persons who were MWV directors.
Regulatory Clearances for the Combination (See page 134)
The combination is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, referred to as the HSR Act, which prevents RockTenn and MWV from completing the combination until the applicable waiting period under the HSR Act is terminated or expires, and under the laws of applicable foreign jurisdictions, including the Canadian Competition Act, the Mexican Federal Law of Economic Competition, the India Competition Act, the Austrian Competition Act, the Polish Act on Competition and Consumer Protection and the Russian Competition Law. While RockTenn and MWV expect to obtain all required regulatory clearances, we cannot assure you that these regulatory clearances will be obtained, that all required clearances will not involve the imposition of additional conditions on the
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completion of the combination, including the requirement to divest assets, or require changes to the terms of the combination agreement. These conditions or changes could result in the conditions to the combination not being satisfied. We cannot assure you that a challenge to the combination will not be made or that, if a challenge is made, it will not succeed.
Completion of the Combination (See page 156)
We are currently targeting completion of the combination at the end of the second quarter of 2015, subject to receipt of required shareholder and stockholder approvals and regulatory clearance and the satisfaction or waiver of the other closing conditions. It is possible that factors outside the control of RockTenn or MWV could result in the combination being completed at a later time or not at all.
No Solicitation of Alternative Proposals (See page 154)
RockTenn and MWV have each agreed not to, and not authorize or permit any of its controlled affiliates or any of its or their officers, directors or employees to, and to use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its controlled affiliates not to, directly or indirectly (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would involve a takeover proposal (as defined on page 154) or (ii) participate in any substantive discussions or negotiations, or cooperate in any way with any person, with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute a takeover proposal.
Notwithstanding these restrictions, the combination agreement provides that, if at any time prior to obtaining approval of its shareholders or stockholders, as applicable, RockTenn or MWV receives a takeover proposal that its board of directors determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation), constitutes or is reasonably likely to lead to a superior proposal (as defined on page 155) and which did not result from a breach of the non-solicitation obligations set forth in the combination agreement, then RockTenn or MWV, as applicable, may (i) furnish information with respect to itself and its subsidiaries to the person making such takeover proposal and its representatives pursuant to a customary confidentiality agreement containing terms as to confidentiality generally no less restrictive than the terms of the confidentiality agreement entered into between RockTenn and MWV (provided that such information must have been previously provided to the other party or must be provided to the other party prior to or substantially concurrently with the time it is provided to such person) and (ii) participate in discussions or negotiations regarding such proposal with the person making such takeover proposal.
RockTenn and MWV have each also agreed to (i) notify the other party promptly, and in any event within 24 hours of receipt, of any request for information or of any proposal relating to a takeover proposal, the material terms and conditions of such request or proposal (including any changes thereto) and the identity of the person making such request or proposal; (ii) keep the other party reasonably informed of the status and details (including amendments or proposed amendments) of any such request or proposal on a current basis; and (iii) provide the other party, as soon as reasonably practicable, copies of all correspondence and other written materials exchanged with the person making the takeover proposal that describes in any material respect any of the material terms or conditions of any such request or proposal.
Changes in Board Recommendations (See page 155)
The combination agreement provides that, subject to certain exceptions, neither the RockTenn board nor the MWV board will (i) effect a subsequent determination (as defined on page 155) or (ii) enter into, or cause any of its controlled affiliates to enter into, any letter of intent, agreement in principle, acquisition agreement or other agreement related to any takeover proposal, or requiring, or reasonably likely to cause, it to terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the consummation of the combination or any of the other transactions contemplated by the combination agreement (other than a confidentiality agreement otherwise permitted by the combination agreement).
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Notwithstanding the foregoing restrictions, at any time prior to obtaining the relevant shareholder or stockholder approval, the RockTenn board or the MWV board, as applicable, if it determines in good faith (and after consultation with outside counsel and a financial advisor of nationally recognized reputation) that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law (a) may, after it has received a superior proposal and subject to compliance with certain obligations set forth in the combination agreement (including providing the other party with prior notice and the right under certain circumstances to negotiate to match the terms of any superior proposal), effect a subsequent determination or terminate the combination agreement to enter into a definitive agreement providing for such superior proposal or (b) may, subject to compliance with certain obligations set forth in the combination agreement, effect a subsequent determination in response to any event, change, effect, development, state of facts, condition or occurrence that materially affects (1) the business, financial condition or results of operations of RockTenn or MWV, as the case may be, and its subsidiaries, taken as a whole, or (2) the shareholders or stockholders of such party (including the benefit of the transactions contemplated by the combination agreement to such party or its shareholders or stockholders, as applicable), in either case that (x) first occurs after the date of the original combination agreement, (y) does not involve or relate to a takeover proposal and does not involve or relate to the other party or its affiliates and (z) is not known and was not reasonably foreseeable to such board of directors as of the date of the original combination agreement.
Conditions to Completion of the Combination (See page 159)
The obligations of each of RockTenn and MWV to effect the combination are subject to the satisfaction or waiver of the following conditions:

the approval by RockTenn shareholders of the RockTenn merger proposal;

the approval by MWV stockholders of the MWV merger proposal;

the termination or expiration of any applicable waiting period under the HSR Act;

if required, clearance under the Canadian Competition Act and approval by the Mexican Federal Competition Commission;

the absence of any judgment, order, law or other legal restraint by a court or other governmental entity that prevents the consummation of the RockTenn merger or the MWV merger;

the SEC having declared effective the registration statement of which this joint proxy statement/​prospectus forms a part;

the approval for listing by the NYSE, subject to official notice of issuance, of the Holdings common stock issuable to the holders of RockTenn common stock and MWV common stock in connection with the combination;

the representation and warranty relating to the absence of a material adverse effect (as defined on page 150) since September 30, 2014 being true and correct as of the closing date;

certain representations and warranties of the other party relating to organization, standing, corporate power, authority, capital structure and inapplicability of state antitakeover statutes being true and correct in all material respects as of the closing date (except to the extent such representations and warranties expressly relate to a specific date or as of the date of the original combination agreement, in which case such representations and warranties must be true and correct in all material respects as of such date);

each other representation and warranty (without giving effect to any limitation as to material adverse effect or any provisions contained therein relating to preventing or materially delaying the consummation of any of the transactions contemplated by the combination agreement) being true and correct as of the closing date (except to the extent such representations and warranties relate to a specific date or as of the date of the original combination agreement, in which case such
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representations and warranties must be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate with respect to all such failures, a material adverse effect on such party;

the other party having performed in all material respects all obligations required to be performed by it under the combination agreement;

the receipt of an officer’s certificate executed by an executive officer of the other party certifying that conditions described in the four preceding bullet points have been satisfied;

with respect to RockTenn, RockTenn’s receipt of an opinion from Cravath to the effect that the RockTenn merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code; and

with respect to MWV, MWV’s receipt of an opinion from Wachtell Lipton to the effect that the MWV merger (together with the MWV LLC conversion) will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
We cannot be certain when, or if, the conditions to the combination will be satisfied or waived, or that the combination will be completed.
Termination of the Combination Agreement (See page 160)
RockTenn and MWV may mutually agree to terminate the combination agreement before completing the combination, even after shareholder or stockholder approval.
In addition, either RockTenn or MWV may terminate the combination agreement, even after shareholder or stockholder approval:

if the combination is not consummated by January 25, 2016;

if RockTenn shareholders fail to approve the RockTenn merger proposal;

if MWV stockholders fail to approve the MWV merger proposal;

if any legal restraint is in effect preventing the consummation of the combination, and such restraint has become final and nonappealable, or if any governmental entity that must grant regulatory approval of the combination pursuant to the terms of the combination agreement has denied such approval of the RockTenn merger or the MWV merger and such denial has become final and nonappealable; or

if the other party has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the combination agreement, which breach or failure to perform (i) would give rise to the failure of the applicable condition to consummate the combination and (ii) is incapable of being cured by such party or is not cured within 30 days after receiving written notice.
In addition, either RockTenn or MWV may terminate the combination agreement:

at any time prior to the MWV special meeting or RockTenn special meeting, respectively, if the board of directors of the other party (i) has failed to include in this joint proxy statement/​prospectus its recommendation without modification or qualification that the shareholders or stockholders, as applicable, approve the combination or (ii) effects a subsequent determination; or

at any time prior to RockTenn shareholder approval or MWV stockholder approval, respectively, to enter into a binding agreement providing for a superior proposal pursuant to the provisions described under “— Changes in Board Recommendations”.
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Expenses and Termination Fees (See page 161)
Generally, all fees and expenses incurred in connection with the combination and the transactions contemplated by the combination agreement will be paid by the party incurring those expenses. However, the combination agreement provides that, upon termination of the combination agreement under certain circumstances, RockTenn may be obligated to pay MWV, or MWV may be obligated to pay RockTenn, a termination fee of  $230 million. See the section entitled “The Adoption of the Combination Agreement —  The Combination Agreement — Expenses and Termination Fees” beginning on page 161 for a more complete discussion of the circumstances under which termination fees will be required to be paid.
Accounting Treatment (See page 133)
The combination will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, referred to as ASC 805. Generally accepted accounting principles in the United States, referred to as U.S. GAAP, require that one of the two companies in the combination be designated as the acquirer for accounting purposes based on the evidence available. RockTenn will be treated as the acquiring entity for accounting purposes. In identifying RockTenn as the acquiring entity, the companies took into account the composition of the governing body of Holdings, the designation of certain senior management positions of Holdings and the size of each of the companies as well as the fact that the MWV stockholders will be receiving a premium over the pre-combination fair value of MWV common stock.
Appraisal Rights and Dissenters’ Rights (See page 195)
Under the DGCL, the holders of MWV common stock are not entitled to appraisal rights in connection with the MWV merger. Under the GBCC, any holder of record of RockTenn common stock who objects to the RockTenn merger, and who exercise its dissenters’ rights and fully complies with all of the provisions of Article 13 of the GBCC (but not otherwise), will be entitled to demand and receive payment of the “fair value” for all (but not less than all) of his or her shares of RockTenn common stock if the RockTenn merger is consummated.
Litigation Related to the Combination (See page 145)
Following the announcement of the proposed combination, three putative class action complaints were filed against the members of the MWV board and RockTenn in the Delaware Court of Chancery. Two of the cases also name MWV as a defendant. The cases are captioned CWA Local 1180 Admin. Fund et al. v. MeadWestvaco Corp. et al., C.A. No. 10617-CB, filed on February 6, 2015, referred to as the CWA Action, Marrone v. MeadWestvaco Corp. et al., C.A. No. 10634-CB, filed on February 10, 2015, referred to as the Marrone Action, and Janet L. Sullivan, IRA v. Luke et al., C.A. No. 10654-CB, filed on February 12, 2015, referred to as the Sullivan Action, and together with the CWA Action and the Marrone Action, referred to as the Actions. Each of the Actions alleges that the members of the MWV board violated their fiduciary duties in connection with the proposed combination and that RockTenn aided and abetted those breaches. The Actions seek, among other things, injunctive relief enjoining MWV and RockTenn from proceeding with the combination, rescission or rescissionary damages in the event the combination is implemented and an award of attorneys’ and other fees and costs. On February 17, 2015, the plaintiffs in the CWA and Sullivan Actions moved to consolidate the Actions and to have their counsel be appointed co-lead counsel. On March 9, 2015, the Delaware Court granted that motion and consolidated the Actions as In re MeadWestvaco Corp. Stockholders Litigation, C.A. No. 10617-CB. On April 29, 2015, plaintiffs in the consolidated action filed a consolidated complaint that added allegations that, among other things, the registration statement of which this joint proxy statement/prospectus forms a part omits material information. We believe these lawsuits are without merit.
Spin-off of MWV’s Specialty Chemicals Business (See page 129)
The combination agreement provides that the parties intend that, following the effective time of the combination, Holdings will complete MWV’s previously disclosed plan to fully separate the specialty chemicals business of MWV by means of a tax-free spin-off to stockholders of Holdings or another
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alternative transaction. MWV’s specialty chemicals business is a provider of performance chemicals used in printing inks, asphalt paving and adhesives, as well as in the agricultural, paper and petroleum industries. MWV’s specialty chemicals business also produces activated carbon products used in gas vapor emission control systems for automobiles and trucks, as well as applications for air, water and food purification. If the spin-off is consummated, we believe that the specialty chemicals business will be positioned to grow in the energy, infrastructure and transportation markets as a standalone company and allow the remainder of Holdings’ business to focus on growth opportunities in the global packaging markets. See “Unaudited Pro Forma Condensed Combined Consolidated Financial Information”.
Listing, Delisting and Deregistration (See page 138)
It is a condition to the completion of the combination that the Holdings common stock to be issued to RockTenn shareholders and the MWV stockholders in connection with the combination be approved for listing on the NYSE, subject to official notice of issuance. When the combination is completed, each of the RockTenn common stock and MWV common stock currently listed on the NYSE will cease to be quoted on the NYSE and will subsequently be deregistered under the Exchange Act.
Comparison of Rights of Holdings Stockholders, RockTenn Shareholders and MWV Stockholders (See page 183)
Upon completion of the combination, RockTenn shareholders and MWV stockholders receiving the stock consideration will become stockholders of Holdings and their rights will be governed by Delaware law and the governing corporate documents of Holdings in effect at the effective time of the combination. RockTenn shareholders and MWV stockholders will have different rights once they become Holdings stockholders due to differences between the governing corporate documents of each of the entities and, in the case of RockTenn shareholders, differences between Delaware law and Georgia law. These differences are described in detail in the section entitled “Comparison of Rights of Holdings Stockholders, RockTenn Shareholders and MWV Stockholders” beginning on page 183.
The Special Meetings
The RockTenn Special Meeting (See page 41)
The RockTenn special meeting will be held at the Hyatt Atlanta Perimeter at Villa Christina, 4000 Summit Boulevard, Atlanta, Georgia 30319, on June 24, 2015, at 9:00 a.m., local time. At the RockTenn special meeting, RockTenn shareholders will be asked:

to consider and vote on the RockTenn merger proposal;

to consider and vote on the RockTenn compensation proposal; and

to consider and vote on the RockTenn adjournment proposal.
You may vote at the RockTenn special meeting if you owned shares of RockTenn common stock at the close of business on May 4, 2015, which we refer to as the RockTenn record date. As of the close of business on the RockTenn record date, there were 140,833,301 shares of RockTenn common stock outstanding and entitled to vote. You may cast one vote for each share of RockTenn common stock that you owned as of the close of business on the RockTenn record date.
As of the close of business on the RockTenn record date, approximately 1.7% of the outstanding shares of RockTenn common stock were held by RockTenn’s directors and executive officers and their affiliates. We currently expect that RockTenn’s directors and executive officers will vote their RockTenn shares in favor of the above-listed proposals, although none of them has entered into any agreements obligating him or her to do so.
Completion of the combination is conditioned on approval of the RockTenn merger proposal. Approval of the RockTenn merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of the RockTenn common stock entitled to vote on the RockTenn merger proposal.
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Approval of the RockTenn adjournment proposal requires that the votes cast in favor of the RockTenn adjournment proposal exceed the votes cast against it. Assuming a quorum is present, approval of the RockTenn compensation proposal requires that the votes cast in favor of the RockTenn compensation proposal exceed the votes cast against it.
The MWV Special Meeting (See page 45)
The MWV special meeting will be held at MeadWestvaco Corporate Headquarters, 501 South 5th Street, Richmond, Virginia 23219, on June 24, 2015, at 9:00 a.m., local time. At the MWV special meeting, MWV stockholders will be asked:

to consider and vote on the MWV merger proposal;

to consider and vote on the MWV compensation proposal; and

to consider and vote on the MWV adjournment proposal.
You may vote at the MWV special meeting if you owned shares of MWV common stock at the close of business on May 4, 2015, which we refer to as the MWV record date. As of the close of business on the MWV record date, there were 167,815,581 shares of MWV common stock of outstanding and entitled to vote. You may cast one vote for each share of MWV common stock that you owned as of the close of business on the MWV record date.
As of the close of business on the MWV record date, approximately 0.9% of the outstanding shares of MWV common stock were held by MWV’s directors and executive officers and their affiliates. We currently expect that MWV’s directors and executive officers will vote their MWV shares in favor of the above-listed proposals, although none of them has entered into any agreements obligating him or her to do so.
Completion of the combination is conditioned on approval of the MWV merger proposal. Approval of the MWV merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of the MWV common stock entitled to vote on the MWV merger proposal. Approval of the MWV adjournment proposal requires the affirmative vote of a majority of the votes present at the MWV special meeting and entitled to vote. Assuming a quorum is present, approval of the MWV compensation proposal requires the affirmative vote of a majority of the votes present at the MWV special meeting and entitled to vote.
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Selected Historical Financial Data of RockTenn
The following table sets forth selected historical consolidated financial information for RockTenn. The historical consolidated financial information as of and for each of the years in the five-year period ended September 30, 2014 has been derived from the audited consolidated financial statements of RockTenn, but all share and per share information has been retroactively adjusted to reflect the two-for-one stock split that occurred on August 27, 2014, referred to as the 2014 RockTenn stock split. The historical consolidated financial information for RockTenn as of and for the six months ended March 31, 2015 and 2014 has been derived from unaudited interim consolidated financial statements of RockTenn and, in the opinion of RockTenn’s management, includes all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the interim periods. The following information should be read together with RockTenn’s consolidated financial statements and the notes related to those financial statements incorporated herein by reference. See “Where You Can Find More Information” beginning on page 198. RockTenn’s historical consolidated financial information may not be indicative of the future performance of RockTenn or the combined company.
Year Ended September 30,
Six Months Ended
March 31,
2014
2013
2012
2011
2010
2015
2014
(In millions, except per share amounts)
Net sales
$ 9,895.1 $ 9,545.4 $ 9,207.6 $ 5,399.6 $ 3,001.4 $ 4,969.8 $ 4,756.2
Alternative fuel mixture credit, net of
expenses(a)
$ $ $ $ $ 28.8 $ $
Pension lump sum settlement expense and retiree medical curtailment, net(b)
$ 47.9 $ $ $ $ $ 11.9 $
Restructuring and other costs, net
$ 55.6 $ 78.0 $ 75.2 $ 93.3 $ 7.4 $ 22.6 $ 31.8
Cellulosic biofuel producer credit, net(c)
$ $ $ $ $ 27.6 $ $
Net income attributable to Rock-Tenn Company shareholders(d)
$ 479.7 $ 727.3 $ 249.1 $ 141.1 $ 225.6 $ 234.9 $ 192.5
Diluted earnings per share attributable to Rock-Tenn Company shareholders
$ 3.29 $ 4.98 $ 1.72 $ 1.38 $ 2.85 $ 1.65 $ 1.32
Diluted weighted average shares outstanding
146.0 146.1 144.1 100.9 78.2 142.7 146.3
Dividends paid per common share
$ 0.70 $ 0.525 $ 0.40 $ 0.40 $ 0.30 $ 0.5080 $ 0.35
Book value per common share
$ 30.76 $ 29.94 $ 24.02 $ 23.92 $ 13.00 $ 31.44 $ 30.69
Total assets
$ 11,039.7 $ 10,733.4 $ 10,687.1 $ 10,566.0 $ 2,914.9 $ 10,820.9 $ 10,549.0
Current portion of debt
$ 132.6 $ 2.9 $ 261.3 $ 143.3 $ 231.6 $ 126.4 $ 32.0
Long-term debt due after one year
$ 2,852.1 $ 2,841.9 $ 3,151.2 $ 3,302.5 $ 897.3 $ 2,623.0 $ 2,634.8
Total debt
$ 2,984.7 $ 2,844.8 $ 3,412.5 $ 3,445.8 $ 1,128.9 $ 2,749.4 $ 2,666.8
Total Rock-Tenn Company shareholders’ equity
$ 4,306.8 $ 4,312.3 $ 3,405.7 $ 3,371.6 $ 1,011.3 $ 4,426.5 $ 4,405.1
Net cash provided by operating activities
$ 1,151.8 $ 1,032.5 $ 656.7 $ 461.7 $ 377.3 $ 550.8 $ 531.1
Capital expenditures
$ 534.2 $ 440.4 $ 452.4 $ 199.4 $ 106.2 $ 235.2 $ 227.1
Cash (received) paid for business acquisitions, net of cash acquired
$ 474.4 $ 6.3 $ 125.6 $ 1,300.1 $ 23.9 $ (3.7) $ 60.0
(a)
The alternative fuel mixture credits, referred to herein as AFMC, net of expenses represents a reduction of cost of goods sold in RockTenn’s Consumer Packaging segment equal to $0.50 per gallon of alternative fuel used at its Demopolis, AL bleached paperboard mill from October 1, 2009 through the December 31, 2009 expiration of the tax credit. The credit is not taxable for federal income tax purposes.
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(b)
In fiscal 2014, RockTenn completed the first phase of its previously announced lump sum pension settlement to certain eligible former employees and recorded a pre-tax charge of  $47.9 million. In the six months ended March 31, 2015, RockTenn completed its previously announced lump sum pension settlement and recorded a pre-tax charge of  $20.0 million. In addition, changes in retiree medical coverage for certain employees resulted in the recognition of an $8.1 million pre-tax curtailment gain.
(c)
The cellulosic biofuel producers credits, referred to herein as CBPC, is a $1.01 per gallon taxable credit which results in an after-tax credit value of approximately $0.62 per gallon. In accordance with the applicable IRS instructions for claiming the CBPC and returning the AFMC in this circumstance, RockTenn amended its 2009 federal income tax return to claim the CBPC credit rather than the AFMC. The cumulative impact of the CBPC election, net of the AFMC, was an increased after-tax benefit of  $27.6 million, which was recorded as a reduction of income tax expense in the fourth quarter of fiscal 2010 and accounted for as a cumulative catch-up of a transaction directly with the government in its capacity as a taxing authority.
(d)
Net income attributable to Rock-Tenn Company shareholders in the six months ended March 31, 2015, fiscal 2014 and fiscal 2013 was increased by a reduction of cost of goods sold of  $6.7 million, $32.3 million and $12.2 million pre-tax, respectively, for the recording of additional value of spare parts at RockTenn’s containerboard mills acquired in the acquisition by RockTenn of Smurfit-Stone Container Corporation, referred to herein as the Smurfit-Stone Acquisition. Net income attributable to Rock-Tenn Company shareholders in fiscal 2013 was increased by the reversal of  $254.1 million of tax reserves related to AFMC acquired in the Smurfit-Stone Acquisition that were partially offset by a resulting increase in a state tax valuation allowance of  $1.2 million. Net income attributable to Rock-Tenn Company shareholders in fiscal 2012 was reduced by $25.9 million pre-tax for a loss on extinguishment of debt and fiscal 2011 was reduced by $59.4 million pre-tax for acquisition inventory step-up expense and $39.5 million pre-tax for a loss on extinguishment of debt.
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Selected Historical Financial Data of MWV
The following table sets forth selected historical consolidated financial information for MWV. The historical consolidated financial information for MWV for each of the years in the five-year period ended December 31, 2014 is derived from the audited consolidated financial statements of MWV as of and for each of the five fiscal years ended December 31, 2014. The historical consolidated financial information for MWV as of and for the three months ended March 31, 2015 and 2014 has been derived from unaudited interim consolidated financial statements of MWV and, in the opinion of MWV’s management, includes all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the interim periods. The following information should be read together with MWV’s consolidated financial statements and the notes related to those financial statements incorporated herein by reference. See “Where You Can Find More Information” beginning on page 198. MWV’s historical consolidated financial information may not be indicative of the future performance of MWV or the combined company.
Year ended December 31,
Three Months Ended
March 31,
2014(a)
2013(b)
2012(c)
2011(d)
2010(e)
2015(f)
2014(g)
(Dollars in millions, except per share data)
Net sales
$ 5,631 $ 5,389 $ 5,287 $ 5,179 $ 4,794 $ 1,282 $ 1,322
Income from continuing operations attributable to the company
$ 262 $ 320 $ 153 $ 177 $ 137 $ 31 $ 31
Income (loss) from discontinued
operations
$ 1 $ 519 $ 52 $ 69 $ (31) $ 2 $ 0
Net income attributable to the company
$ 263 $ 839 $ 205 $ 246 $ 106 $ 33 $ 31
Income from continuing operations:
Per share – basic
$ 1.55 $ 1.81 $ 0.88 $ 1.04 $ 0.80 $ 0.19 $ 0.18
Per share – diluted
$ 1.53 $ 1.78 $ 0.87 $ 1.02 $ 0.79 $ 0.18 $ 0.18
Net income per share – basic
$ 1.55 $ 4.74 $ 1.18 $ 1.45 $ 0.62 $ 0.20 $ 0.18
Net income per share – diluted
$ 1.53 $ 4.66 $ 1.16 $ 1.42 $ 0.62 $ 0.19 $ 0.18
Depreciation, depletion and amortization expense
$ 370 $ 390 $ 366 $ 361 $ 354 $ 82 $ 93
Number of common shareholders
17,000 17,000 18,000 20,000 21,000 17,000 17,000
Weighted average number of shares outstanding:
Basic
169 177 174 170 170 168 171
Diluted
172 180 177 174 173 171 174
Dividends paid(a)
$ 344 $ 177 $ 173 $ 170 $ 160 $ 42 $ 218
Dividends declared (per share)(a)
$ 2.00 $ 1.00 $ 1.00 $ 1.00 $ 0.94 $ 0.25 $ 1.25
Book value (per share)
$ 19.46 $ 22.61 $ 19.04 $ 18.50 $ 19.40 $ 18.65 $ 20.86
Working capital
$ 945 $ 1,300 $ 960 $ 766 $ 1,220 $ 926 $ 889
Current ratio
1.9 2.1 1.9 1.5 2.0 2.0 1.9
Property, plant, equipment and forestlands,
net
$ 3,422 $ 3,647 $ 3,593 $ 3,276 $ 2,982 $ 3,306 $ 3,646
Total assets
$ 9,364 $ 10,285 $ 8,908 $ 8,810 $ 8,814 $ 9,133 $ 9,755
Long-term debt, excluding current maturities
$ 1,790 $ 1,816 $ 2,100 $ 1,880 $ 2,042 $ 1,810 $ 1,849
Shareholders’ equity
$ 3,254 $ 3,944 $ 3,340 $ 3,162 $ 3,266 $ 3,130 $ 3,500
Debt to total capital (shareholders’ equity and total debt)
37% 32% 39% 40% 39% 38% 36%
Primary production of paperboard (thousands, in tons)
3,082 2,998 2,936 2,848 2,804 737 755
New investment in property, plant, equipment and forestlands on a continuing operations basis
$ 346 $ 506 $ 654 $ 652 $ 226 $ 65 $ 66
Acres of forestlands owned (thousands)
135 135 135 135 135 135 135
Number of employees at period end
15,000 16,000 16,000 17,000 18,000 15,000 16,000
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(a)
2014 results include after-tax restructuring and other charges of  $81 million, or $0.47 per share, after-tax income of  $17 million, or $0.10 per share, related to an insurance settlement regarding litigation claims and discrete income tax benefits of  $9 million, or $0.05 per share. Dividends declared and paid in 2014 include a special dividend of  $1.00 per share paid on March 3, 2014.
(b)
2013 results include after-tax income from the release of reserves for alternative fuel mixture credits of $165 million, or $0.92 per share, after-tax restructuring and other charges of  $32 million, or $0.18 per share, after-tax pension settlement charges of  $11 million, or $0.06 per share, and discrete income tax benefits of  $13 million, or $0.07 per share. 2013 results also include after-tax income from discontinued operations of  $519 million, or $2.88 per share.
(c)
2012 results include after-tax restructuring charges of  $17 million, or $0.10 per share, an after-tax benefit from cellulosic biofuel producer credits, net of exchange of alternative fuel mixture credits of $9 million, or $.06 per share. 2012 results also include after-tax income from discontinued operations of $52 million, or $0.29 per share.
(d)
2011 results include after-tax restructuring charges of  $19 million, or $0.11 per share and an after-tax benefit plan charge of  $6 million or $0.03 per share. 2011 results also include after-tax income from discontinued operations of  $69 million, or $0.40 per share.
(e)
2010 results include after-tax restructuring charges of  $34 million, or $0.20 per share, tax benefits of $29 million, or $0.17 per share, from cellulosic biofuel producer credits and audit settlements, an after-tax gain of  $5 million, or $0.03 per share, related to post-retirement and pension curtailments, and an after-tax charge of  $4 million, or $0.02 per share, from early extinguishment of debt. 2010 results also include an after-tax loss from discontinued operations of  $31 million, or $0.17 per share.
(f)
First quarter 2015 results include after-tax restructuring and other charges of  $15 million, or $0.09 per share. First quarter 2015 results also include after-tax income from discontinued operations of $2 million, or $0.01 per share.
(g)
First quarter 2014 results include after-tax restructuring and other charges of  $25 million, or $0.15 per share, and after-tax income from an insurance settlement of  $17 million, or $0.10 per share.
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Summary Unaudited Pro Forma Condensed Combined Financial Information
The following table shows summary unaudited pro forma condensed combined consolidated financial information, referred to as the summary pro forma financial statements, about the financial condition and results of operations of Holdings, after giving effect to the combination, which was prepared using the acquisition method of accounting with RockTenn considered the accounting acquirer of MWV. See “The Adoption of the Combination Agreement — Accounting Treatment” beginning on page 133. The summary pro forma financial statements are shown both before and after giving effect to the probable spin-off of MWV’s specialty chemicals business. See “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 167 for more information.
The summary unaudited pro forma condensed combined balance sheet data, referred to as the summary pro forma balance sheet, combines the unaudited historical condensed consolidated financial position of RockTenn as of March 31, 2015 and the unaudited historical condensed consolidated financial position of MWV as of March 31, 2015, giving effect to the combination as if it had been consummated on March 31, 2015.
The summary unaudited pro forma condensed combined income statement data for the fiscal year ended September 30, 2014 assumes that the combination took place on October 1, 2013, the beginning of RockTenn’s most recently completed fiscal year. RockTenn’s audited historical condensed consolidated operating results for the fiscal year ended September 30, 2014 have been combined with MWV’s audited historical condensed consolidated operating results for the fiscal year ended December 31, 2014. The summary unaudited pro forma condensed combined income statement data for the six months ended March 31, 2015 assumes that the combination took place on October 1, 2013, the beginning of RockTenn’s most recently completed fiscal year. RockTenn’s unaudited historical condensed consolidated operating results for the six months ended March 31, 2015 have been combined with MWV’s unaudited historical condensed consolidated operating results for the three months ended December 31, 2014 and MWV’s unaudited historical condensed consolidated operating results for the three months ended March 31, 2015. The summary unaudited pro forma condensed combined income statement data for the fiscal year ended September 30, 2014 and the summary unaudited pro forma condensed combined income statement data for the six months ended March 31, 2015 are collectively referred to as the summary pro forma statements of income.
The summary pro forma financial statements do not reflect the impact of possible revenue or earnings enhancements or cost savings from operating efficiencies or synergies. Also, the summary pro forma financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the combination are not included in the summary pro forma statements of income. However, the impact of such transaction expenses is reflected in the summary pro forma balance sheet as a decrease to retained earnings and as a decrease to cash or increase to debt. Further, the summary pro forma financial statements do not reflect the effect of any regulatory actions that may impact the summary pro forma financial statements when the combination is completed. In addition, the summary pro forma financial statements do not purport to project the future financial position or operating results of the combined company. Transactions between RockTenn and MWV during the period presented in the summary pro forma financial statements have been eliminated as if RockTenn and MWV were consolidated affiliates during the period.
The summary pro forma financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the combination had been completed as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined company. In addition, the summary pro forma financial statements include adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes to the information presented.
The summary pro forma financial statements have been derived from and should be read in conjunction with the consolidated financial statements and the related notes of both RockTenn and MWV,
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incorporated herein by reference, and the more detailed unaudited pro forma condensed combined consolidated financial information, including the notes thereto, appearing elsewhere in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 198 and “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 167.
As of or for the
Six Months Ended
March 31, 2015
As of or for the
Year Ended
September 30, 2014
Pre-Spin
Post-Spin
Pre-Spin
Post-Spin
(in millions, except per share amounts)
Pro Forma Condensed Combined Statement of Income Data
Net sales
$ 7,556.8 $ 7,076.8 $ 15,383.5 $ 14,342.7
Cost of goods sold
$ 6,076.7 $ 5,731.1 $ 12,219.4 $ 11,490.1
Gross profit
$ 1,480.1 $ 1,345.7 $ 3,164.1 $ 2,852.6
Income from continuing operations
$ 347.2 $ 312.9 $ 754.6 $ 666.8
Net income attributable to WestRock Company shareholders
$ 332.1 $ 299.8 $ 733.5 $ 649.7
Basic earnings per share attributable to WestRock Company shareholders from continuing operations
$ 1.26 $ 1.14 $ 2.77 $ 2.45
Diluted earnings per share attributable to WestRock Company shareholders from continuing operations
$ 1.24 $ 1.13 $ 2.73 $ 2.42
Pro Forma Condensed Combined Balance Sheet Data
Working capital
$ 2,355.6 $ 2,119.6
Total assets
$ 25,958.7 $ 22,452.3
Long-term debt due after one year
$ 5,740.6 $ 5,654.6
Total shareholders’ equity
$ 12,241.7 $ 9,506.5
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Equivalent and Comparative Per Share Information
The following table sets forth (i) selected per share information for RockTenn common stock on a historical basis for the year ended September 30, 2014 and the six months ended March 31, 2015, (ii) selected per share information for MWV common stock on a historical basis for the year ended December 31, 2014 and the three months ended March 31, 2015 and on a pro forma equivalent basis for the year ended December 31, 2014 and the six months ended March 31, 2015, and (iii) selected per share information for Holdings common stock on a pro forma combined basis for the year ended September 30, 2014 and the six months ended March 31, 2015. Except for the historical information as of and for the year ended September 30, 2014, in the case of RockTenn, and the historical information as of and for the year ended December 31, 2014, in the case of MWV, the information in the table is unaudited. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the combination had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company. You should read the data with the historical consolidated financial statements and related notes of RockTenn and MWV contained in their respective Annual Reports on Form 10-K for the years ended September 30, 2014 and December 31, 2014, respectively, and RockTenn’s and MWV’s respective Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, all of which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 198.
Holdings’ pro forma combined earnings per share from continuing operations was calculated using the methodology described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 167. Holdings’ pro forma combined cash dividends per share represents RockTenn’s historical cash dividends per common share. MWV’s pro forma equivalent per share amounts were calculated by multiplying Holdings’ pro forma combined per share amounts by the MWV exchange ratio. Holdings’ pro forma combined per share amounts and MWV’s pro forma equivalent per share amounts are each shown both before and after giving effect to the probable spin-off of MWV’s specialty chemicals business. See “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 167 for more information.
As of or for the
Six Months Ended
March 31, 2015
As of or for the
Year Ended
September 30, 2014
RockTenn – Historical:
Book value per share
$ 31.44 $ 30.76
Cash dividends per share
$ 0.5080 $ 0.70
Diluted earnings per share attributable to RockTenn shareholders from
continuing operations
$ 1.65 $ 3.29
Basic earnings per share attributable to RockTenn shareholders from continuing operations
$ 1.67 $ 3.34
As of or for the
Three Months Ended
March 31, 2015
As of or for the
Year Ended
December 31, 2014
MWV – Historical:
Book value per share
$ 18.65 $ 19.46
Cash dividends per share
$ 0.25 $ 2.00(1)
Diluted earnings per share attributable to MWV shareholders from continuing operations
$ 0.19 $ 1.53
Basic earnings per share attributable to MWV shareholders from continuing operations
$ 0.20 $ 1.55
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As of or for the
Six Months Ended
March 31, 2015
As of or for the
Year Ended
September 30, 2014
Pre-Spin
Post-Spin
Pre-Spin
Post-Spin
Holdings Pro Forma Combined:
Book value per share
$ 46.85 $ 36.38
n/a
n/a
Cash dividends per share
$ 0.5080(2) $ 0.5080(2) $ 0.70(2) $ 0.70(2)
Diluted earnings per share attributable to WestRock Company shareholders from continuing operations
$ 1.24 $ 1.13 $ 2.73 $ 2.42
Basic earnings per share attributable to WestRock Company shareholders from continuing operations
$ 1.26 $ 1.14 $ 2.77 $ 2.45
As of or for the
Six Months Ended
March 31, 2015
As of or for the
Year Ended
December 31, 2014
Pre-Spin
Post-Spin
Pre-Spin
Post-Spin
MWV Pro Forma – Equivalent:
Book value per share
$ 36.55 $ 28.38
n/a
n/a
Cash dividends per share
(2)
(2)
(2)
(2)
Diluted earnings per share attributable to MWV shareholders from
continuing operations
$ 0.97 $ 0.88 $ 2.13 $ 1.89
Basic earnings per share attributable to MWV shareholders from continuing operations
$ 0.99 $ 0.89 $ 2.16 $ 1.91
(1)
MWV cash dividends per share for the year ended December 31, 2014 include a special dividend of $1.00 per share paid on March 3, 2014.
(2)
For an explanation of RockTenn and MWV’s dividend histories and policies, see “Comparative Stock Prices and Dividends” beginning on page 178.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. RockTenn and MWV caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements regarding the anticipated closing date of the transaction, the ability to obtain regulatory and shareholder approvals and satisfy the other conditions to the closing of the transaction, the successful closing of the transaction and the integration of RockTenn and MWV as well as opportunities for operational improvement including but not limited to cost reduction and capital investment, the value of merging the U.S. pension plans of the companies, the strategic opportunity and perceived value to RockTenn’s shareholders and MWV’s stockholders of the transaction, the transaction’s impact on, among other things, the combined company’s prospective business mix, margins, transitional costs and integration to achieve the synergies and the timing of such costs and synergies and earnings. With respect to these statements, RockTenn and MWV have made assumptions regarding, among other things, whether and when the proposed transaction will be approved; whether and when the proposed transaction will close; the results and impacts of the proposed transaction; whether and when the spin-off of MWV’s specialty chemicals business will occur; economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in RockTenn’s and MWV’s businesses and possible adverse actions of their respective customers, competitors and suppliers. Further, RockTenn’s and MWV’s businesses are subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for their products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; and adverse changes in general market and industry conditions. Such risks and other factors that may impact management’s assumptions are more particularly described in RockTenn’s and MWV’s filings with the Securities and Exchange Commission, including under the caption “Business — Forward-Looking Information” and “Risk Factors” in RockTenn’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and “Management’s discussion and analysis of financial condition and results of operations — Forward-looking Statements” and “Risk factors” in MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The information contained herein speaks as of the date hereof and neither RockTenn nor MWV have or undertake any obligation to update or revise their forward-looking statements, whether as a result of new information, future events or otherwise.
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RISK FACTORS
In addition to the other information included and incorporated by reference into this joint proxy statement/​prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27, you should carefully consider the following risks before deciding whether to vote for the MWV merger proposal and the MWV compensation proposal, in the case of MWV stockholders, or for the RockTenn merger proposal and the RockTenn compensation proposal, in the case of RockTenn shareholders. In addition, you should read and consider the risks associated with each of the businesses of RockTenn and MWV because these risks will also affect the combined company. Descriptions of some of these risks can be found in RockTenn’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as, in each case, updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/​prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 198.
Risks Related to the Combination
MWV Stockholders and RockTenn Shareholders Cannot Be Sure of the Value of the Merger Consideration They Will Receive.
MWV stockholders and RockTenn shareholders will receive a fixed number of shares of Holdings common stock or, in the case of RockTenn shareholders, an amount in cash determined based upon the trading price of RockTenn common stock prior to closing (subject to proration), in the MWV merger and the RockTenn merger, respectively, rather than a number of shares of Holdings common stock or an amount in cash with a particular fixed market value. The market values of MWV common stock and RockTenn common stock at the time of the combination may vary significantly from their prices on the date the combination agreement was executed, the date of this joint proxy statement/prospectus or the date on which MWV stockholders and RockTenn shareholders vote on the MWV merger and the RockTenn merger, respectively. Because the respective merger consideration exchange ratios will not be adjusted to reflect any changes in the market prices of MWV common stock or RockTenn common stock, the market value of the Holdings common stock issued in the MWV merger or the RockTenn merger, as applicable, and the MWV common stock and RockTenn common stock surrendered in the MWV merger and the RockTenn merger, respectively, may be higher or lower than the values of these shares on earlier dates. In addition, the per-share amount of cash consideration to be received by RockTenn shareholders in the RockTenn merger will be determined by the market price of RockTenn common stock during a period prior to closing, and the market price at that time may be higher or lower than the price of the shares on earlier dates. All of the merger consideration to be received by MWV stockholders will be Holdings common stock. The percentage of the value of the merger consideration to be received by RockTenn shareholders that is comprised of cash may fluctuate, but would have been approximately 7.4% on January 26, 2015, the date of the announcement of the combination, based on the number of RockTenn and MWV shares outstanding on such date, and would have been approximately 7.6% on May 12, 2015, the latest practicable date before the printing of this joint proxy statement/prospectus, based on the number of RockTenn and MWV shares outstanding on such date. Accordingly, at the time of the special meetings, MWV stockholders and RockTenn shareholders will not know or be able to determine the value of the Holdings common stock or, in the case of RockTenn shareholders, cash consideration they may receive upon completion of the combination.
Changes in the market prices of MWV common stock and RockTenn common stock may result from a variety of factors that are beyond the control of MWV or RockTenn, including changes in their businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. Market assessments of the benefits of the combination, the likelihood that the combination will be completed and general and industry-specific market and economic conditions may also have an effect on the market price of MWV common stock and RockTenn common stock. Changes in market prices of MWV common stock and RockTenn common stock may also be caused by fluctuations and developments affecting domestic and global securities markets. Neither MWV nor RockTenn is permitted to terminate the combination agreement solely because of changes in the market prices of either party’s common stock.
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In addition, the market values of MWV common stock and RockTenn common stock may vary significantly from the date of the special meetings to the date of the completion of the combination. You are urged to obtain up-to-date prices for MWV common stock and RockTenn common stock. There is no assurance that the combination will be completed, that there will not be a delay in the completion of the combination or that all or any of the anticipated benefits of the combination will be obtained. See “Comparative Stock Prices and Dividends” for ranges of historic prices of MWV common stock and RockTenn common stock.
RockTenn Shareholders May Receive a Form of Consideration Different from What They Elect.
Although each RockTenn shareholder may elect to receive all cash or all shares of Holdings common stock or a combination of cash and shares of Holdings common stock in the RockTenn merger, elections by RockTenn shareholders for the RockTenn stock consideration or the RockTenn cash consideration are subject to proration procedures, which will result in approximately 50.1% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former MWV stockholders and approximately 49.9% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former RockTenn shareholders. In order to achieve this 50.1%/49.9% pro forma ownership between the MWV stockholders and RockTenn shareholders, the combination agreement provides for adjustments to and reallocation of the stock and cash elections made by RockTenn shareholders, as well as the allocation of consideration to be paid with respect to shares of RockTenn common stock owned by shareholders who fail to make an election. Accordingly, depending on the elections made by other RockTenn shareholders, each RockTenn shareholder who elects to receive Holdings common stock for all of their RockTenn shares in the combination may receive a portion of their consideration in cash and each RockTenn stockholder who elects to receive cash for all of their RockTenn shares in the combination may receive a portion of their consideration in Holdings common stock. A RockTenn shareholder who elects to receive a combination of Holdings common stock and cash for their RockTenn shares in the combination may receive Holdings common stock and cash in a proportion different from that which such shareholder elected. Based on the number of shares of RockTenn common stock and MWV common stock outstanding on May 12, 2015, approximately 7.6% of shares of RockTenn common stock would receive RockTenn cash consideration. This could result in, among other things, tax consequences that differ from those that would have resulted if the RockTenn shareholder had received the form of consideration that it elected (including the potential recognition of gain for federal income tax purposes if it receives cash). For illustrative examples of how the proration and adjustment procedures would work in the event there is an oversubscription of the cash election or stock election in the RockTenn merger, see “The Adoption of the Combination Agreement — The Combination Agreement — Merger Consideration — RockTenn Merger Consideration” beginning on page 146.
The Market Price for Holdings Common Stock May Be Affected by Factors Different from Those that Historically Have Affected MWV Common Stock and RockTenn Common Stock.
Upon completion of the combination, holders of shares of MWV common stock (other than any shares held in treasury) and holders of shares of RockTenn common stock (other than those who elect to, and do, receive all cash and the holders of dissenting shares and any shares held in treasury) will become holders of shares of Holdings common stock. MWV’s businesses differ from those of RockTenn, and accordingly the results of operations of Holdings will be affected by some factors that are different from those currently affecting the results of operations of each of RockTenn and MWV. For a discussion of the businesses of MWV and RockTenn and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” in this joint proxy statement/prospectus. In addition, although the MWV common stock is currently listed in the S&P 500 Index and the RockTenn common stock is currently listed in the S&P MidCap 400 Index, the Holdings common stock, following the closing of the combination, may not be listed in either the S&P 500 Index or the S&P MidCap 400 Index. If the Holdings common stock is not listed in the S&P 500 Index or the S&P MidCap 400 Index, mutual funds or other investment entities that operate based on a replication of that index may sell or elect not to purchase the Holdings common stock, which could result in reduced trading volume and/or affect the market price of the Holdings common stock.
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Regulatory Approvals May Not Be Received, May Take Longer than Expected or May Impose Conditions that Are Not Presently Anticipated or that Cannot Be Met.
Before the transactions contemplated in the combination agreement, including the combination, may be completed, various approvals and declarations of non-objection must be obtained from certain regulatory and governmental authorities as described in “The Adoption of the Combination Agreement — Regulatory Clearances for the Combination.” These regulatory and governmental entities may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the combination or of imposing additional costs or limitations on the combined company following the completion of the combination. The regulatory approvals may not be received at all, may not be received in a timely fashion, and may contain conditions on the completion of the combination. In addition, the respective obligations of MWV and RockTenn to complete the combination are conditioned on the receipt of certain regulatory approvals or waiver by the other party of such condition. See “The Adoption of the Combination Agreement — Regulatory Clearances for the Combination” and “— The Combination Agreement — Conditions to Completion of the Combination.”
The Combination Agreement May Be Terminated in Accordance with Its Terms and the Combination May Not Be Completed.
The combination agreement is subject to a number of conditions that must be fulfilled to complete the combination. Those conditions include: the adoption of the combination agreement by MWV stockholders, the approval of the combination agreement by RockTenn shareholders, receipt of requisite regulatory approvals, the absence of laws and orders prohibiting completion of the MWV merger or the RockTenn merger, effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, approval of the shares of Holdings common stock to be issued to MWV stockholders and RockTenn shareholders for listing on the NYSE, the absence of a material adverse effect on MWV or RockTenn, the continued accuracy of the representations and warranties by both parties (generally subject to a material adverse effect qualification) and the performance by both parties of their covenants and agreements in all material respects, and the receipt by both parties of legal opinions from their respective tax counsels. These conditions to the closing of the combination may not be fulfilled and, accordingly, the combination may not be completed. In addition, if the combination is not completed by January 25, 2016, either MWV or RockTenn may choose not to proceed with the combination, and the parties can mutually decide to terminate the combination agreement at any time prior to the consummation of the combination, before or after stockholder approvals. In addition, MWV or RockTenn may elect to terminate the combination agreement in certain other circumstances. See “The Adoption of the Combination Agreement — The Combination Agreement — Termination of the Combination Agreement.”
If the RockTenn Merger Does Not Qualify As a “Reorganization” Within the Meaning of Section 368(a) of the Code and Also Does Not Qualify for Nonrecognition of Gain and Loss Under Section 351 of the Code, RockTenn Shareholders May Be Required to Pay Substantial U.S. Federal Income Taxes.
As a condition to the completion of the RockTenn merger, Cravath, tax counsel to RockTenn, must have delivered an opinion, dated the date of the effective time of the combination, to the effect that the RockTenn merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Code. The opinion will assume that the RockTenn merger will be completed according to the terms of the combination agreement and that the parties will report the transactions in a manner consistent with the opinion. The opinion will rely on the facts as stated in the combination agreement, the Registration Statement on Form S-4 (of which this joint proxy statement/​prospectus forms a part) and certain other documents. In rendering the tax opinion, Cravath will require and rely on representations of RockTenn, MWV and others to be delivered at the time of closing (and will assume that any such representation that is qualified by belief, knowledge or materiality is true, correct and complete without such qualification). If any such assumption or representation is or becomes inaccurate, the U.S. federal income tax consequences of the RockTenn merger could be adversely affected. The opinion will be based on statutory, regulatory and judicial authority existing as of the date of the opinion, any of which may be changed at any time with retroactive effect. An opinion of counsel represents counsel’s best
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legal judgment but is not binding on the IRS or on any court. RockTenn does not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the RockTenn merger. Consequently, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to any of the tax consequences set forth in this joint proxy statement/prospectus or any of the tax consequences described in the tax opinion. If the IRS were to be successful in any such contention, or if for any other reason the RockTenn merger were to fail to qualify as a tax-free reorganization or as a tax-free transaction under Section 351 of the Code, then each RockTenn shareholder would recognize gain or loss with respect to all such shareholder’s shares of RockTenn common stock based on the difference between (A) that shareholder’s tax basis in such shares and (B) the aggregate cash and the fair market value of the Holdings common stock received. For additional information regarding the U.S. federal income tax consequences to RockTenn shareholders, please see the section titled “The Adoption of the Combination Agreement — Material U.S. Federal Income Tax Consequences of the Combination” beginning on page 130.
If the MWV Merger (together with the MWV LLC Conversion) Does Not Qualify As a “Reorganization” Within the Meaning of Section 368(a) of the Code, MWV Stockholders May Be Required to Pay Substantial U.S. Federal Income Taxes and MWV May Be Required to Pay Substantial Corporate-Level U.S. Federal Income Taxes.
As a condition to the completion of the MWV merger, Wachtell Lipton, tax counsel to MWV, must have delivered an opinion, dated the date of the effective time of the combination, to the effect that the MWV merger (together with the MWV LLC conversion) will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. The opinion will assume that the MWV merger and the MWV LLC conversion will be completed according to the terms of the combination agreement and that the parties will report the transactions in a manner consistent with the opinion. The opinion will rely on the facts as stated in the combination agreement, the Registration Statement on Form S-4 (of which this joint proxy statement/prospectus forms a part) and certain other documents. In rendering the tax opinion, Wachtell Lipton will require and rely on representations of MWV, RockTenn and others to be delivered at the time of closing (and will assume that any such representation that is qualified by belief, knowledge or materiality is true, correct and complete without such qualification). If any such assumption or representation is or becomes inaccurate, the U.S. federal income tax consequences of the MWV merger (together with the MWV LLC conversion) could be adversely affected. The opinion will be based on statutory, regulatory and judicial authority existing as of the date of the opinion, any of which may be changed at any time with retroactive effect. An opinion of counsel represents counsel’s best legal judgment but is not binding on the IRS or on any court. MWV does not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the MWV merger or the MWV LLC conversion. Consequently, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to any of the tax consequences set forth in this joint proxy statement/prospectus or any of the tax consequences described in the tax opinion. If the IRS were to be successful in any such contention, or if for any other reason the MWV merger (together with the MWV LLC conversion) were to fail to qualify as a tax-free reorganization, then (i) each MWV stockholder would recognize gain or loss with respect to all such stockholder’s shares of MWV common stock based on the difference between (A) that stockholder’s tax basis in such shares and (B) the aggregate cash and the fair market value of the Holdings common stock received and (ii) MWV would recognize gain or loss with respect to all of its assets based on the difference between (A) MWV’s aggregate tax basis in all of its assets and (B) the sum of the aggregate cash and the fair market value of the Holdings common stock transferred to its stockholders pursuant to the MWV merger and the liabilities deemed assumed by MWV Merger Sub for U.S. federal income tax purposes. For additional information regarding the U.S. federal income tax consequences to MWV stockholders, please see the section titled “The Adoption of the Combination Agreement — Material U.S. Federal Income Tax Consequences of the Combination” beginning on page 130.
MWV Stockholders Will Not Be Entitled to Dissenters’ or Appraisal Rights in the MWV Merger.
Dissenters’ or appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the
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consideration offered to stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon the merger or consolidation, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a) – (c).
Because MWV common stock is listed on the NYSE, a national securities exchange, and is expected to continue to be so listed on the MWV record date, and because the MWV merger otherwise satisfies the foregoing requirements, holders of MWV common stock will not be entitled to dissenters’ or appraisal rights in the merger with respect to their shares of MWV common stock.
Termination of the Combination Agreement Could Negatively Impact MWV and/or RockTenn.
MWV’s and RockTenn’s respective businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of their respective managements on the combination, without realizing any of the anticipated benefits of completing the combination, and the market price of MWV common stock and/or RockTenn common stock might decline to the extent that the current market prices reflect a market assumption that the combination will be completed. If the combination agreement is terminated and the MWV board or RockTenn board seeks another merger or business combination, MWV stockholders and RockTenn shareholders cannot be certain that MWV or RockTenn, as applicable, will be able to find a party willing to offer equivalent or more attractive consideration than the consideration to be provided in the combination. If the combination agreement is terminated under certain circumstances, MWV or RockTenn may be required to pay a termination fee of  $230 million to the other party, depending on the circumstances surrounding the termination. See “The Adoption of the Combination Agreement — The Combination Agreement — Expenses and Termination Fees.”
MWV and RockTenn Will Be Subject to Business Uncertainties and Contractual Restrictions While the Combination is Pending.
Uncertainty about the effect of the combination on suppliers and customers may have an adverse effect on MWV and/or RockTenn, and consequently on the combined company. These uncertainties may cause suppliers, customers and others that deal with the parties to seek to change existing business relationships with them. Furthermore, each of MWV and RockTenn is dependent on the experience and industry knowledge of its officers and other key employees to execute their respective business plans. The combined company’s success after the combination will depend in part upon the ability of MWV and RockTenn to retain key management personnel and other key employees. Current and prospective employees of MWV and RockTenn may experience uncertainty about their roles within the combined company following the combination, which may have an adverse effect on the ability of each of MWV and RockTenn to attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of MWV and RockTenn to the same extent that MWV and RockTenn have previously been able to attract or retain their employees.
Additionally, the combination agreement restricts each of MWV and RockTenn from making certain acquisitions and expenditures, entering into certain contracts, and taking other specified actions until the combination occurs without the consent of the other party. These restrictions may prevent MWV and/or RockTenn from pursuing attractive business opportunities that may arise prior to the completion of the combination. See “The Adoption of the Combination Agreement — The Combination Agreement — Conduct of Business.”
Pending Litigation Against MWV and RockTenn Could Result in an Injunction Preventing the Completion of the Combination or a Judgment Resulting in the Payment of Damages.
In connection with the combination, purported MWV stockholders have filed putative shareholder class action lawsuits against MWV, the members of the MWV board and RockTenn. We believe these lawsuits are without merit. Among other remedies, the plaintiffs seek to enjoin the combination from
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proceeding. The outcome of any such litigation is uncertain. These lawsuits could prevent or delay completion of the combination and result in substantial costs to MWV and/or RockTenn, including any costs associated with the indemnification of directors and officers. Plaintiffs may file additional lawsuits against MWV, MWV’s directors and officers and/or RockTenn in connection with the combination. The defense or settlement of any lawsuit or claim that remains unresolved at the time the combination is completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows. See “The Adoption of the Combination Agreement — Litigation Related to the Combination.”
MWV Directors and Officers May Have Interests in the MWV Merger Different from the Interests of MWV Stockholders and RockTenn Shareholders, and RockTenn Directors and Officers May Have Interests in the RockTenn Merger Different from the Interests of RockTenn Shareholders and MWV Stockholders.
Certain of the directors and executive officers of each of MWV and RockTenn negotiated the terms of the combination agreement, and the MWV board recommended that the stockholders of MWV vote in favor of the MWV merger proposal and the MWV compensation proposal, and the RockTenn board recommended that the shareholders of RockTenn vote in favor of the RockTenn merger proposal and the RockTenn compensation proposal. These directors and executive officers may have interests in the MWV merger and the RockTenn merger, as applicable, that are different from, or in addition to or in conflict with, those of MWV stockholders and RockTenn shareholders. These interests include the continued employment of certain executive officers of MWV and RockTenn by the combined company, the continued service of certain independent directors of MWV and RockTenn as directors of Holdings, the treatment in the MWV merger and the RockTenn merger of stock options, restricted stock units, bonus awards, employment agreements, change-in-control severance agreements and other rights held by MWV directors and executive officers or RockTenn directors and executive officers, as applicable, and the indemnification of former MWV and RockTenn directors and officers by Holdings. MWV stockholders and RockTenn shareholders should be aware of these interests when they consider their respective board of directors’ recommendation that they vote in favor of the MWV merger proposal and MWV compensation proposal, or the RockTenn merger proposal and RockTenn compensation proposal, as applicable.
The MWV board was aware of these interests when it declared the advisability of the combination agreement, determined that it was fair to the MWV stockholders and recommended that the MWV stockholders adopt the combination agreement. The interests of MWV directors and executive officers are described in more detail in the section of this document entitled “The Adoption of the Combination Agreement — Financial Interests of MWV Directors and Officers in the Combination.” Likewise, the RockTenn board was aware of these interests when it declared the advisability of the combination agreement, determined that it was in the best interests of the RockTenn shareholders and recommended that the RockTenn shareholders approve the combination agreement. The interests of RockTenn directors and executive officers are described in more detail in the section of this document entitled “The Adoption of the Combination Agreement — Financial Interests of RockTenn Directors and Officers in the Combination.”
MWV Stockholders and RockTenn Shareholders Will Have a Reduced Ownership and Voting Interest After the Combination and Will Exercise Less Influence Over Management.
MWV stockholders and RockTenn shareholders currently have the right to vote in the election of the MWV board and the RockTenn board, respectively, and on other matters affecting the respective companies. Upon the completion of the combination, each MWV stockholder and each RockTenn shareholder who receives shares of Holdings common stock will become a stockholder of Holdings with a percentage ownership of Holdings that is smaller than the stockholder’s percentage ownership of MWV or RockTenn, as applicable. The former stockholders of MWV as a group will receive shares in the MWV merger constituting approximately 50.1% of the outstanding shares of Holdings common stock immediately following the combination, and the former shareholders of RockTenn as a group will receive shares in the RockTenn merger constituting approximately 49.9% of the outstanding shares of Holdings common stock immediately following the combination. In addition, former directors of MWV will constitute less than half of the Holdings board and former directors of RockTenn will constitute only slightly more than half of the Holdings board. Because of this, MWV stockholders and RockTenn shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of MWV or RockTenn, as applicable.
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Shares of Holdings Common Stock to Be Received by MWV Stockholders in the MWV Merger and RockTenn Shareholders in the RockTenn Merger Will Have Rights Different from the Shares of MWV Common Stock and RockTenn Common Stock, Respectively.
Upon completion of the combination, the rights of former MWV stockholders and RockTenn shareholders who become Holdings stockholders will be governed by the certificate of incorporation and bylaws of Holdings. The rights associated with shares of Holdings common stock are different from the rights associated with shares of MWV common stock or RockTenn common stock. See “Comparison of Rights of Holdings Stockholders, RockTenn Shareholders and MWV Stockholders.”
The Combination Agreement Contains Provisions that May Discourage Other Companies from Trying to Enter into a Strategic Transaction with Either MWV or RockTenn for Greater Consideration.
The combination agreement contains provisions that may discourage a third party from submitting a business combination proposal to MWV or RockTenn both during the pendency of the combination transaction as well as afterward, should the combination not be consummated, that might result in greater value to MWV stockholders or RockTenn shareholders, as applicable, than the combination. These combination agreement provisions include a general prohibition on each company from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition or combination proposal or offers for competing transactions. In addition, MWV or RockTenn may be required to pay to the other a termination fee of  $230 million in certain circumstances involving acquisition proposals for competing transactions. For further information, please see the section entitled “The Adoption of the Combination Agreement — The Combination Agreement — Expenses and Termination Fees.”
The Unaudited Pro Forma Condensed Combined Consolidated Financial Statements Included in This Joint Proxy Statement/Prospectus Are Preliminary and the Actual Financial Condition and Results of Operations After the Combination May Differ Materially.
The unaudited pro forma condensed consolidated combined financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the combination been completed on the dates indicated. The unaudited pro forma condensed consolidated combined financial statements reflect adjustments, which are based upon preliminary estimates, to record the MWV identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of MWV as of the date of the completion of the combination. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Condensed Combined Consolidated Financial Information.”
The Opinions of MWV’s and RockTenn’s Financial Advisors Will Not Be Updated to Reflect Changes in Circumstances Between the Signing of the Original Combination Agreement in January 2015 and the Completion of the Combination.
MWV and RockTenn have not obtained updated opinions from their respective financial advisors as of the date of this document, and neither MWV nor RockTenn anticipates asking its financial advisors to update their opinions. Changes in the operations and prospects of MWV or RockTenn, general market and economic conditions and other factors that may be beyond the control of MWV or RockTenn, and on which MWV’s and RockTenn’s financial advisors’ opinions were based, may significantly alter the prices of the shares of MWV common stock or RockTenn common stock by the time the combination is completed. The opinions do not speak as of the time the combination will be completed or as of any date other than the date of such opinions. Because MWV’s and RockTenn’s financial advisors will not be updating their opinions, which were issued in connection with the signing of the original combination agreement in January 2015, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the combination is completed. The MWV board’s recommendation that MWV stockholders vote “FOR” the MWV merger proposal and RockTenn board’s recommendation that RockTenn stockholders vote “FOR” the RockTenn merger proposal, however, are made as of the date of
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this document. For a description of the opinions that MWV and RockTenn received from their respective financial advisors, please refer to “The Adoption of the Combination Agreement — Opinions of MWV’s Financial Advisors” and “The Adoption of the Combination Agreement — Opinions of RockTenn’s Financial Advisors.”
The Combination May Adversely Impact the Tax-Free Status of the Expected Spin-Off by Holdings of MWV’s Specialty Chemicals Business, Which Could Result in Material Liabilities to Holdings Under the Tax Laws.
MWV and RockTenn believe that the combination will not adversely impact the tax-free status of Holdings’ expected spin-off of MWV’s specialty chemicals business following the effective time of the combination. However, it is possible that the IRS could assert after the spin-off that the combination caused the spin-off to be treated as a taxable transaction for U.S. federal income tax purposes. If the IRS were to be successful in any such contention, or if for any other reason Holdings were to take actions that would cause the spin-off to be treated as a taxable transaction, Holdings could be subject to significant tax liabilities.
Risks Related to the Business of the Combined Company Upon Completion of the Combination
The Combined Company May Fail to Realize the Anticipated Benefits of the Combination.
The success of the combination will depend on, among other things, the combined company’s ability to combine the MWV and RockTenn businesses in a manner that facilitates growth opportunities and realizes anticipated synergies, and achieves the projected stand-alone cost savings and revenue growth trends identified by each company. On a combined basis, Holdings expects to benefit from operational synergies resulting from the consolidation of capabilities and elimination of redundancies, as well as greater efficiencies from increased scale and market integration. Management also expects the combined entity will enjoy revenue synergies, including expense sharing, expanded product offerings and increased geographic reach of the combined businesses.
However, the combined company must successfully combine the businesses of MWV and RockTenn in a manner that permits these cost savings and synergies to be realized. In addition, the combined company must achieve the anticipated savings and synergies without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the combination may not be realized fully or at all or may take longer to realize than expected.
The Failure to Integrate Successfully Certain Businesses and Operations of MWV and RockTenn in the Expected Time Frame May Adversely Affect the Combined Company’s Future Results.
Historically, MWV and RockTenn have operated as independent companies, and they will continue to do so until the completion of the combination. The management of the combined company may face significant challenges in consolidating certain businesses and the functions of MWV and RockTenn, integrating their technologies, organizations, procedures, policies and operations, addressing differences in the business cultures of the two companies and retaining key personnel. The integration may also be complex and time consuming, and require substantial resources and effort. The integration process and other disruptions resulting from the combination may also disrupt each company’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s relationships with employees, suppliers, customers and others with whom MWV and RockTenn have business or other dealings or limit the combined company’s ability to achieve the anticipated benefits of the combination. In addition, difficulties in integrating the businesses or regulatory functions of MWV and RockTenn could harm the reputation of the combined company.
Combining the Businesses of MWV and RockTenn May Be More Difficult, Costly or Time-Consuming than Expected, Which May Adversely Affect the Combined Company’s Results and Negatively Affect the Value of Holdings Common Stock Following the Combination.
MWV and RockTenn have entered into the combination agreement because each believes that the combination will be beneficial to its respective company and stockholders or shareholders, as applicable, and that combining the businesses of MWV and RockTenn will produce benefits and cost savings. If the
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combined company is not able to successfully combine the businesses of MWV and RockTenn in an efficient, effective and timely manner, the anticipated benefits and cost savings of the combination may not be realized fully, or at all, or may take longer to realize than expected, and the value of Holdings common stock may be affected adversely.
An inability to realize the full extent of the anticipated benefits of the combination and the other transactions contemplated by the combination agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of Holdings common stock after the completion of the combination.
In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual synergies, if achieved, may be lower than what Holdings expects and may take longer to achieve than anticipated. In addition, Holdings may not be able to merge the U.S. pension plans of the companies successfully or at all and such merger may not achieve the expected benefits from merging the U.S. pension plans of the two companies. If the combined company is not able to adequately address integration challenges, the combined company may be unable to successfully integrate MWV’s and RockTenn’s operations or to realize the anticipated benefits of the integration of the two companies.
MWV and RockTenn Will Incur Significant Transaction Costs in Connection with the Combination.
MWV and RockTenn have incurred and expect to incur a number of non-recurring costs associated with the combination. These costs and expenses include financial advisory, legal, accounting, consulting and other advisory fees and expenses, reorganization and restructuring costs, severance/employee benefit-related expenses, filing fees, printing expenses and other related charges. Some of these costs are payable by MWV and RockTenn regardless of whether the combination is completed. MWV currently estimates its aggregate amount of these expenses equals $68.5 million, and RockTenn currently estimates its aggregate amount of these expenses equals $36.5 million. There are also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the combination. While both MWV and RockTenn have assumed that a certain level of expenses would be incurred in connection with the combination and the other transactions contemplated by the combination agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses. Moreover, there could also be significant amounts payable in cash with respect to dissenting shares of RockTenn common stock, which could adversely affect the combined company’s liquidity.
There may also be additional unanticipated significant costs in connection with the combination that the combined company may not recoup. These costs and expenses could reduce the benefits and additional income Holdings expects to achieve from the combination. Although Holdings expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.
MWV and RockTenn Expect That, Following the Combination, Holdings Will Have Less Cash on Hand Than the Sum of Cash on Hand of MWV and RockTenn Prior to the Combination. This Reduced Amount of Cash Could Adversely Affect Holdings’ Ability to Grow.
Following completion of the combination, after payment of the cash consideration to RockTenn shareholders, the expenses of consummating the combination, and all other cash payments relating to the combination, Holdings is expected to have, on a pro forma basis, giving effect to the combination as if it had been consummated on March 31, 2015, approximately $267.1 million in cash and cash equivalents, after using an estimated $34.6 million for the repayment of debt. Although the managements of MWV and RockTenn believe that this amount will be sufficient to meet Holdings’ business objectives and capital needs, this amount is less than the approximately $301.7 million of combined cash and cash equivalents of MWV and RockTenn as of March 31, 2015, prior to the combination and prior to cash payments relating to the RockTenn merger, and could constrain Holdings’ ability to grow its business. Holdings’ financial position following the combination could also make it vulnerable to general economic downturns and
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industry conditions, and place it at a competitive disadvantage relative to its competitors that have more cash at their disposal. In the event that Holdings does not have adequate capital to maintain or develop its business, additional capital may not be available to Holdings on a timely basis, on favorable terms, or at all.
There Can Be No Assurance That the Separation of MWV’s Specialty Chemicals Business Will Occur Following the Closing of the Combination, or At All, and Until it Occurs, the Terms of the Separation May Change.
Although MWV and RockTenn intend to complete the separation of MWV’s specialty chemicals business through a spin-off or other alternative transaction following the closing of the combination, there can be no assurance that the separation will occur within that timeframe, or at all, and the separation may be effected at a different time or in a different manner. The separation is expected to be approved by the Holdings board following the completion of the combination, and until the separation occurs, the combined company will have the discretion to determine and change the terms of the separation or determine not to proceed with the separation.
The Combined Company and its Stockholders May Not Realize the Potential Benefits from the Separation of MWV’s Specialty Chemicals Business, and the Unaudited Pro Forma Combined Financial Information Included in this Joint Proxy Statement/Prospectus is Not Necessarily Indicative of the Combined Company’s Future Prospects.
The combined company and its stockholders may not realize the potential benefits expected from the spin-off of MWV’s specialty chemicals business following the completion of the combination. In addition, MWV and the combined company will incur significant costs and some negative effects from the separation of the specialty chemicals business, including loss of access to some of the financial, managerial and professional resources from which MWV has benefited in the past and diminished diversification of revenue sources, which may increase volatility of results of operations, cash flows, working capital and financing requirements.
The unaudited pro forma combined consolidated financial statements included in this joint proxy statement/prospectus do not necessarily reflect the financial condition, results of operations or cash flows that MWV would have achieved giving effect to the separation of the specialty chemicals business had it been completed as of October 1, 2013, and do not necessarily represent those MWV or the combined company will achieve in the future, including as a result of the following factors:

Historically MWV has been able to rely, to some degree, on the earnings, assets and cash flows of MWV’s specialty chemicals business for working capital and cash flow requirements.

MWV’s specialty chemicals business has historically been operated as part of MWV’s broader corporate organization rather than as an independent company; as a result, the allocations of corporate expenses reflected in the unaudited pro forma combined consolidated financial statements contained in this joint proxy statement/prospectus may be different from the comparable expenses that would have been incurred as two independent, publicly traded companies.

The unaudited pro forma combined consolidated financial information in this joint proxy statement/prospectus may not fully reflect the costs associated with MWV and the specialty chemicals business operating as separate, publicly traded companies, including as a result of changes in cost structure, management, cost of financing or losses of economies of scale and scope.
In addition, until the market has fully analyzed the value of the combined company after the separation of MWV’s specialty chemicals business, Holdings common stock may experience more market price volatility than usual. In addition, it is possible that the combined market prices of Holdings common stock and the common stock of the new specialty chemicals business immediately after the separation will be less than the market prices of shares of Holdings common stock immediately before the separation.
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Third parties may terminate or alter existing contracts or relationships with RockTenn or MWV.
Each of RockTenn and MWV has contracts with customers, suppliers, vendors, landlords, licensors and other business partners which may require RockTenn or MWV, as applicable, to obtain consent from these other parties in connection with the combination. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue and may lose rights that are material to its business. In addition, third parties with which RockTenn and/or MWV currently have relationships may terminate or otherwise reduce the scope of their relationships with either or both parties in anticipation of the combination, or with the combined company following the combination. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the combination. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the combination or the termination of the combination agreement.
The combined company will be exposed to the risks related to international sales and operations.
RockTenn predominately operates in the domestic U.S. markets, but MWV derives a large portion of its total sales from sales outside of the United States. For example, for the fiscal year ended December 31, 2014, MWV derived approximately 52% of its total sales from sales outside of the United States, which includes export sales to its foreign customers. Therefore, the combined company will have exposure to risks of operating in many foreign countries, including:

difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations;

unexpected changes in political or regulatory environments;

earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs, exchange controls or other restrictions;

restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States;

political and economic instability;

import and export restrictions and other trade barriers;

difficulties in maintaining overseas subsidiaries and international operations;

difficulties in obtaining approval for significant transactions;

government limitations on foreign ownership;

government takeover or nationalization of business;

government mandated price controls; and

fluctuations in foreign currency exchange rates.
Any one or more of the above factors could adversely affect the international operations of the combined company and could significantly affect MWV’s results of operations, financial condition and cash flows.
Risks Related to MWV’s Business
You should read and consider risk factors specific to MWV’s businesses that will also affect the combined company after the completion of the combination. These risks are described in Part I, Item 1A of MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.
Risks Related to RockTenn’s Business
You should read and consider risk factors specific to RockTenn’s businesses that will also affect the combined company after the completion of the combination. These risks are described in Part I, Item 1A of RockTenn’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/​prospectus.
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THE COMPANIES
Rock-Tenn Company
Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
Rock-Tenn Company, a Georgia corporation, is one of North America’s leading integrated manufacturers of corrugated and consumer packaging. RockTenn conducts its operations in four segments: Corrugated Packaging, consisting of its containerboard mills and corrugated converting operations; Consumer Packaging, consisting of its coated and uncoated paperboard mills and consumer packaging converting operations; Merchandising Displays, consisting of its display and contract packaging services; and Recycling, consisting of its recycled fiber brokerage and collection operations. RockTenn operates locations in the United States, Canada, Mexico, Chile, Argentina and Puerto Rico.
RockTenn’s common stock is listed on the NYSE under the symbol “RKT”.
Additional information about RockTenn and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 198.
MeadWestvaco Corporation
MeadWestvaco Corporation
501 South 5th Street
Richmond, Virginia 23219-0501
Telephone: (804) 444-1000
MeadWestvaco Corporation, a Delaware corporation, is a global packaging company providing innovative solutions to the world’s most admired brands in the healthcare, beauty and personal care, food, beverage, home and garden, tobacco, and agricultural industries. MWV also produces specialty chemicals for the automotive, energy, and infrastructure industries and maximizes the value of its development land holdings. MWV’s reporting segments are (i) Food & Beverage, (ii) Home, Health & Beauty, (iii) Industrial, (iv) Specialty Chemicals and (v) Community Development and Land Management. MWV’s network of 125 facilities and 15,000 employees spans North America, South America, Europe and Asia.
MWV’s common stock is listed on the NYSE under the symbol “MWV”.
Additional information about MWV and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 198.
WestRock Company
WestRock Company
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
WestRock Company, a wholly owned subsidiary of RockTenn, is a Delaware corporation that was formed on March 6, 2015 for the purpose of effecting the combination. To date, Holdings has not conducted any activities other than those incidental to its formation and the matters contemplated by the combination agreement in connection with the combination. On May 15, 2015, the name of Holdings was changed from “Rome-Milan Holdings, Inc.” to “WestRock Company”. As of the completion of the combination, RockTenn and MWV will each become a wholly owned subsidiary of Holdings and the Holdings common stock will be listed on the NYSE under the symbol “WRK”. The business of Holdings will be the combined businesses currently conducted by RockTenn and MWV.
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Rome Merger Sub, Inc.
Rome Merger Sub, Inc.
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
Rome Merger Sub, Inc., a wholly owned subsidiary of Holdings, is a Georgia corporation that was formed on March 6, 2015 for the purpose of effecting the combination. To date, RockTenn Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the combination agreement in connection with the combination. Pursuant to the combination agreement, RockTenn Merger Sub will be merged with and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiary of Holdings.
Milan Merger Sub, LLC
Milan Merger Sub, LLC
c/o Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Telephone: (770) 448-2193
Milan Merger Sub, LLC, a wholly owned subsidiary of Holdings, is a Delaware limited liability company that was formed on March 6, 2015 for the purpose of effecting the combination. To date, MWV Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the combination agreement in connection with the combination. Pursuant to the combination agreement, MWV Merger Sub will be merged with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of Holdings. MWV, as the surviving corporation of the MWV merger, will convert to a Delaware limited liability company in accordance with Section 266 of the DGCL as soon as practicable after the effective time of the MWV merger.
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THE ROCKTENN SPECIAL MEETING
Date, Time and Place
The RockTenn special meeting will be held at the Hyatt Atlanta Perimeter at Villa Christina, 4000 Summit Boulevard, Atlanta, Georgia 30319, on June 24, 2015 at 9:00 a.m., local time.
Purpose of the RockTenn Special Meeting
At the RockTenn special meeting, RockTenn shareholders will be asked:

to consider and vote on the RockTenn merger proposal;

to consider and vote on the RockTenn adjournment proposal; and

to consider and vote on the RockTenn compensation proposal.
Recommendation of the Board of Directors of RockTenn
After careful consideration, the RockTenn board, on January 25, 2015, unanimously adopted the combination agreement and determined that the combination agreement and the transactions contemplated thereby are advisable and in the best interests of RockTenn and its shareholders, and further resolved that it recommend to the shareholders of RockTenn that they approve a non-binding, advisory proposal to approve the compensation that may be paid or become payable to RockTenn’s named executive officers in connection with the combination pursuant to already existing contractual obligations of RockTenn.
The RockTenn board unanimously recommends that the RockTenn shareholders vote “FOR” each of the RockTenn merger proposal, the RockTenn adjournment proposal and the RockTenn compensation proposal.
RockTenn Record Date; Shareholders Entitled to Vote
Only holders of record of shares of RockTenn common stock at the close of business on May 4, 2015, the record date for the RockTenn special meeting, will be entitled to notice of, and to vote at, the RockTenn special meeting or any adjournments or postponements thereof. A list of shareholders of record entitled to vote at the RockTenn special meeting will be available beginning two business days after notice of the RockTenn special meeting is given, and continuing through the RockTenn special meeting, at RockTenn’s executive offices and principal place of business at 504 Thrasher Street, Norcross, Georgia 30071 for inspection by RockTenn shareholders, their agents or their attorneys during ordinary business hours. The list will also be available at the RockTenn special meeting for examination by any RockTenn shareholder of record present at the RockTenn special meeting.
As of the close of business on the RockTenn record date, there were outstanding a total of 140,833,301 shares of RockTenn common stock entitled to vote at the RockTenn special meeting. As of the close of business on the RockTenn record date, approximately 1.7% of the outstanding shares of RockTenn common stock were held by RockTenn directors and executive officers and their affiliates. We currently expect that RockTenn’s directors and executive officers will vote their RockTenn shares in favor of the above listed proposals, although none of them has entered into any agreements obligating him or her to do so.
Quorum
A quorum is necessary to transact business at the RockTenn special meeting. A quorum for action on any subject matter at any special meeting of RockTenn shareholders will exist when the holders of RockTenn shares entitled to vote a majority of the votes entitled to be cast on such subject matter are represented in person or by proxy at such meeting. Shares of RockTenn common stock represented at the RockTenn special meeting and entitled to vote but not voted, including RockTenn shares for which a shareholder directs an “abstention” from voting and broker non-votes (RockTenn shares held by banks, brokerage firms or nominees that are present in person or by proxy at the RockTenn special meeting but with respect to which the broker or other shareholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power
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on such proposal), will be counted as present for purposes of establishing a quorum. Shares of RockTenn common stock held in treasury will not be included in the calculation of the number of shares of RockTenn common stock represented at the RockTenn special meeting for purposes of determining whether a quorum is present.
Required Vote
Approval of the RockTenn merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of RockTenn common stock entitled to vote on the RockTenn merger proposal. Approval of the RockTenn adjournment proposal requires that the votes cast in favor of the RockTenn adjournment proposal exceed the votes cast against it. Assuming a quorum is present, approval of the RockTenn compensation proposal requires that the votes cast in favor of the RockTenn compensation proposal exceed the votes cast against it.
Abstentions and Broker Non-Votes
If you are a RockTenn shareholder and fail to vote or fail to instruct your broker or nominee to vote, it will have the effect of a vote against the RockTenn merger proposal and will have no effect on the RockTenn adjournment proposal or the RockTenn compensation proposal. If you are a RockTenn shareholder and you mark your proxy or voting instructions to abstain, it will have the effect of a vote against the RockTenn merger proposal and will have no effect on the RockTenn adjournment proposal or the RockTenn compensation proposal.
Voting in Person
If you plan to attend the RockTenn special meeting and wish to vote in person, you will be given a ballot at the RockTenn special meeting. Please note, however, that if your RockTenn shares are held in “street name”, and you wish to vote at the RockTenn special meeting, you must bring to the RockTenn special meeting a “legal proxy” executed in your favor from the record holder (your broker, bank, trust company or other nominee) of the RockTenn shares authorizing you to vote at the RockTenn special meeting.
RockTenn shareholders will not be allowed to use cameras, recording devices and other similar electronic devices at the RockTenn special meeting.
Voting of Proxies
A proxy card is enclosed for your use. RockTenn requests that you mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of RockTenn common stock represented by it will be voted at the RockTenn special meeting or any adjournment thereof in accordance with the instructions contained in the proxy.
If a proxy is returned without an indication as to how the shares of RockTenn common stock represented are to be voted with regard to a particular proposal, the RockTenn common stock represented by the proxy will be voted in favor of each such proposal. At the date hereof, management has no knowledge of any business that will be presented for consideration at the RockTenn special meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related RockTenn proxy card other than the matters set forth in RockTenn’s Notice of Special Meeting of Shareholders. If any other matter is properly presented at the RockTenn special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.
Your vote is important. Accordingly, please mark, sign, date and return the enclosed proxy card whether or not you plan to attend the RockTenn special meeting in person.
How Proxies Are Counted
All RockTenn shares represented by properly executed proxies received in time for the RockTenn special meeting will be voted at the meeting in the manner specified by the RockTenn shareholder giving
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those proxies. Properly executed proxies that do not contain voting instructions with respect to the RockTenn merger proposal, the RockTenn adjournment proposal or the RockTenn compensation proposal will be voted “FOR” each such proposal.
Voting of RockTenn Shares Held in Street Name
If you hold RockTenn shares through a broker or other nominee, you may instruct your broker or other nominee to vote your RockTenn shares by following the instructions that the broker or nominee provides to you with these materials. Most brokers offer the ability for shareholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet. If you do not provide voting instructions to your broker, your RockTenn shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is called a broker non-vote. In these cases, broker non-votes are counted for the purpose of determining the presence or absence of a quorum for purposes of the GBCC. With respect to the RockTenn merger proposal, a broker non-vote will have the effect of a vote against the proposal. With respect to the RockTenn adjournment proposal and the RockTenn compensation proposal, a broker non-vote will have no effect on such proposals. If you hold RockTenn shares through a broker or other nominee and wish to vote your RockTenn shares in person at the RockTenn special meeting, you must obtain a legal proxy from your broker or nominee and present it to the inspector of election with your ballot when you vote at the RockTenn special meeting.
Revocability of Proxies and Changes to a RockTenn Shareholder’s Vote
You may change your vote at any time before your proxy is voted at the RockTenn special meeting. You may do this in one of four ways:

by sending a notice of revocation to the corporate secretary, dated as of a later date than the date of the proxy and received prior to the RockTenn special meeting;

by sending a completed proxy card bearing a later date than your original proxy card and mailing it so that it is received prior to the RockTenn special meeting;

by logging on to the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or

by attending the RockTenn special meeting and voting in person.
Your attendance alone will not revoke any proxy.
Written notices of revocation and other communications about revoking RockTenn proxies should be addressed to:
Rock-Tenn Company
504 Thrasher Street
Norcross, Georgia 30071
Attn: Robert B. McIntosh, Corporate Secretary
If your RockTenn shares are held in street name, you should follow the instructions of your broker regarding the revocation of proxies.
Once voting on a particular matter is completed at the RockTenn special meeting, a RockTenn shareholder will not be able to revoke its proxy or change its vote as to that matter.
All RockTenn shares represented by valid proxies that RockTenn receives through this solicitation and that are not revoked will be voted in accordance with the instructions on the proxy card. If a RockTenn shareholder makes no specifications on its proxy card as to how it should want its RockTenn shares voted before signing and returning it, such proxy will be voted “FOR” the RockTenn merger proposal, “FOR” the RockTenn adjournment proposal and “FOR” the RockTenn compensation proposal.
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Tabulation of Votes
The RockTenn board has appointed Computershare Inc. to serve as the inspector of election for the RockTenn special meeting. The inspector of election will, among other matters, determine the number of RockTenn shares represented at the RockTenn special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to the RockTenn shareholders.
Solicitation of Proxies
RockTenn will bear the entire cost of soliciting proxies from its shareholders, except that RockTenn and MWV have agreed to each pay one half of the costs and expenses of printing and mailing this joint proxy statement/prospectus and all filing and other similar fees payable to the SEC in connection with this joint proxy statement/prospectus. In addition to the solicitation of proxies by mail, RockTenn will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of RockTenn common stock and secure their voting instructions, if necessary. RockTenn will reimburse the record holders for their reasonable expenses in taking those actions.
RockTenn has also made arrangements with Georgeson Inc. to assist in soliciting proxies and in communicating with RockTenn shareholders and estimates that it will pay them a fee of approximately $16,000 plus reasonable out-of-pocket fees and expenses for these services. If necessary, RockTenn may also use several of its regular employees, who will not be specially compensated, to solicit proxies from RockTenn shareholders, either personally or by telephone, the Internet, facsimile or letter.
Adjournments
If a quorum is not present or represented, a meeting of RockTenn shareholders may be adjourned from time to time by the vote of shares of RockTenn common stock having a majority of the votes of the shares of RockTenn common stock represented at such meeting, until a quorum is present. If a quorum is present at the RockTenn special meeting but there are not sufficient votes at the time of the RockTenn special meeting to approve the RockTenn merger proposal, then RockTenn shareholders may be asked to vote on the RockTenn adjournment proposal. No notices of an adjourned meeting need be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, unless the RockTenn board sets a new record date for such meeting, in which case a notice of the adjourned meeting will be given to each RockTenn shareholder of record entitled to vote at the meeting. At any subsequent reconvening of the RockTenn special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the RockTenn special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
Assistance
If you need assistance in completing your proxy card or have questions regarding the RockTenn special meeting, please contact Georgeson Inc., the proxy solicitation agent for RockTenn, at 180 Washington Blvd., 26th Floor, Jersey City, NJ 07310, email at: RockTenn@georgeson.com, or call toll-free at (866) 203-9401.
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THE MWV SPECIAL MEETING
Date, Time and Place
The MWV special meeting is scheduled to be held at MeadWestvaco Corporate Headquarters, 501 South 5th Street, Richmond, Virginia 23219, on June 24, 2015 at 9:00 a.m., local time.
Purpose of the MWV Special Meeting
At the MWV special meeting, MWV stockholders will be asked:

to consider and vote on the MWV merger proposal;

to consider and vote on the MWV adjournment proposal; and

to consider and vote on the MWV compensation proposal.
Recommendation of the Board of Directors of MWV
After careful consideration, the MWV board, on January 25, 2015, unanimously approved the combination agreement and determined that the combination agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of MWV and its stockholders, and further resolved that it recommend to the stockholders of MWV that they adopt a non-binding, advisory proposal to approve the compensation that may be paid or become payable to MWV’s named executive officers in connection with the combination pursuant to already existing contractual obligations of MWV.
The MWV board unanimously recommends that the MWV stockholders vote “FOR” each of the combination proposal, the MWV adjournment proposal and the MWV compensation proposal.
MWV Record Date; Stockholders Entitled to Vote
Only holders of record of shares of MWV common stock at the close of business on May 4, 2015, the record date for the MWV special meeting, will be entitled to notice of, and to vote at, the MWV special meeting or any adjournments or postponements thereof. A list of stockholders of record entitled to vote at the MWV special meeting will be available at the executive offices of MWV at 501 South 5th Street, Richmond, Virginia 23219 and will also be available for inspection at the MWV special meeting.
As of the close of business on the MWV record date, there were outstanding a total of 167,815,581 shares of MWV common stock entitled to vote at the MWV special meeting. As of the close of business on the MWV record date, approximately 0.9% of the outstanding shares of MWV common stock were held by MWV directors and executive officers and their affiliates. We currently expect that MWV’s directors and executive officers will vote their MWV shares in favor of the above listed proposals, although none of them has entered into any agreements obligating him or her to do so.
Quorum
A quorum is necessary to transact business at the MWV special meeting. A quorum for action on any subject matter at any special meeting of MWV stockholders will exist when the holders of MWV shares entitled to vote a majority of the votes entitled to be cast on such subject matter are represented in person or by proxy at such meeting. Shares of MWV common stock represented at the MWV special meeting but not voted, including MWV shares for which a shareholder directs an “abstention” from voting, will be counted as present for purposes of establishing a quorum. Broker non-votes (MWV shares held by banks, brokerage firms or nominees that are present in person or by proxy at the MWV special meeting but with respect to which the broker or other stockholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of establishing a quorum. Shares of MWV common stock held in treasury will not be included in the calculation of the number of shares of MWV common stock represented at the MWV special meeting for purposes of determining whether a quorum is present.
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Required Vote
Approval of the MWV merger proposal requires the affirmative vote of holders of a majority of the shares of MWV common stock outstanding and entitled to vote on the MWV merger proposal. Approval of the MWV adjournment proposal requires the affirmative vote of holders of a majority of the shares of MWV common stock present, in person or represented by proxy, at the MWV special meeting and entitled to vote on the adjournment proposal. Assuming a quorum is present, approval of the MWV compensation proposal requires the affirmative vote of holders of a majority of the shares of MWV common stock present, in person or represented by proxy, at the MWV special meeting and entitled to vote on the MWV compensation proposal.
Abstentions and Broker Non-Votes
If you are a MWV stockholder and fail to vote or fail to instruct your broker or nominee to vote, it will have the effect of a vote against the MWV merger proposal and will have no effect on the MWV adjournment proposal or the MWV compensation proposal, assuming a quorum is present. If you are a MWV stockholder and you mark your proxy or voting instructions to abstain, it will have the effect of voting against the MWV merger proposal, the MWV adjournment proposal and the MWV compensation proposal.
Voting in Person
If you plan to attend the MWV special meeting and wish to vote in person, you will be given a ballot at the MWV special meeting. Please note, however, that if your MWV shares are held in “street name”, and you wish to vote at the MWV special meeting, you must bring to the MWV special meeting a “legal proxy” executed in your favor from the record holder (your broker, bank, trust company or other nominee) of the MWV shares authorizing you to vote at the MWV special meeting.
In addition, you may be asked to present valid photo identification, such as a driver’s license or passport, before being admitted to the MWV special meeting. If you hold your MWV shares in “street name”, you also may be asked to present proof of ownership to be admitted to the MWV special meeting. A brokerage statement or letter from your broker, bank, trust company or other nominee proving ownership of the MWV shares on the record date for the MWV special meeting are examples of proof of ownership. MWV stockholders will not be allowed to use cameras, recording devices and other similar electronic devices at the MWV special meeting.
Voting of Proxies
A proxy card is enclosed for your use. MWV requests that you mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of MWV common stock represented by it will be voted at the MWV special meeting or any adjournment thereof in accordance with the instructions contained in the proxy.
If a proxy is returned without an indication as to how the shares of MWV common stock represented are to be voted with regard to a particular proposal, the MWV common stock represented by the proxy will be voted in favor of each such proposal.
If you are a participant in the MWV Savings Plans, your proxy will serve as voting instructions for the shares of MWV common stock allocated to your plan account as of the record date. The trustee of the MWV Savings Plans will vote the plan shares as instructed by plan participants. If you do not provide voting instructions, the trustee will vote the shares of MWV common stock allocated to your plan account as of the record date as instructed by an independent, third-party investment fiduciary designated by the MeadWestvaco Corporation Benefit Plans Investment Policy Committee.
At the date hereof, management has no knowledge of any business that will be presented for consideration at the MWV special meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related MWV proxy card other than the matters set forth in MWV’s Notice of
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Special Meeting of Stockholders. If any other matter is properly presented at the MWV special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.
Your vote is important. Accordingly, please mark, sign, date and return the enclosed proxy card whether or not you plan to attend the MWV special meeting in person.
How Proxies Are Counted
All MWV shares represented by properly executed proxies received in time for the MWV special meeting will be voted at the MWV special meeting in the manner specified by the MWV stockholder giving those proxies. Properly executed proxies that do not contain voting instructions with respect to the MWV merger proposal, the MWV adjournment proposal or the MWV compensation proposal will be voted “FOR” each such proposal.
Voting of MWV Shares Held in Street Name
If you hold MWV shares through a broker or other nominee, you may instruct your broker or other nominee to vote your MWV shares by following the instructions that the broker or nominee provides to you with these materials. Most brokers offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet. If you do not provide voting instructions to your broker, your MWV shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is called a broker non-vote. In these cases, broker non-votes, if any, will not be counted as present for purposes of establishing a quorum. With respect to the MWV merger proposal, a broker non-vote will have the effect of a vote against the proposal. With respect to the MWV adjournment proposal and the MWV compensation proposal, a broker non-vote will have no effect on such proposals. If you hold MWV shares through a broker or other nominee and wish to vote your MWV shares in person at the MWV special meeting, you must obtain a legal proxy from your broker or nominee and present it to the inspector of election with your ballot when you vote at the MWV special meeting.
Revocability of Proxies and Changes to a MWV Stockholder’s Vote
You may change your vote at any time before your proxy is voted at the MWV special meeting. You may do this in one of four ways:

by sending a notice of revocation to the corporate secretary, dated as of a later date than the date of the proxy and received prior to the MWV special meeting;

by sending a completed proxy card bearing a later date than your original proxy card and mailing it so that it is received prior to the MWV special meeting;

by logging on to the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or

by attending the MWV special meeting and voting in person.
Your attendance alone will not revoke any proxy.
Written notices of revocation and other communications about revoking MWV proxies should be addressed to:
MeadWestvaco Corporation
501 South 5th Street
Richmond, VA 23219
Attn: Wendell L. Willkie, II, Corporate Secretary
If your MWV shares are held in street name, you should follow the instructions of your broker regarding the revocation of proxies.
Once voting on a particular matter is completed at the MWV special meeting, a MWV stockholder will not be able to revoke its proxy or change its vote as to that matter.
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All MWV shares represented by valid proxies that MWV receives through this solicitation and that are not revoked will be voted in accordance with the instructions on the proxy card. If a MWV stockholder makes no specifications on its proxy card as to how it should want its MWV shares voted before signing and returning it, such proxy will be voted “FOR” the MWV merger proposal, “FOR” the MWV adjournment proposal and “FOR” the MWV compensation proposal.
Tabulation of Votes
The MWV board has appointed Computershare Inc. to serve as the inspector of election for the MWV special meeting. The inspector of election will, among other matters, determine the number of MWV shares represented at the MWV special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to the MWV stockholders.
Solicitation of Proxies
MWV will bear the entire cost of soliciting proxies from its stockholders, except that MWV and RockTenn have agreed to each pay one half of the costs and expenses of printing and mailing this joint proxy statement/prospectus and all filing and other similar fees payable to the SEC in connection with this joint proxy statement/prospectus. In addition to the solicitation of proxies by mail, MWV will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of MWV common stock and secure their voting instructions, if necessary. MWV will reimburse the record holders for their reasonable expenses in taking those actions.
MWV has also made arrangements with Georgeson Inc. to assist in soliciting proxies and in communicating with MWV stockholders and estimates that it will pay them a fee of approximately $19,500 plus reasonable out-of-pocket fees and expenses for these services. If necessary, MWV may also use several of its regular employees, who will not be specially compensated, to solicit proxies from MWV stockholders, either personally or by telephone, the Internet, facsimile or letter.
Adjournments
If a quorum is not present or represented, a meeting of MWV stockholders may be adjourned from time to time by the chairman of the meeting or by the affirmative vote of holders of a majority of the shares of MWV common stock present, in person or represented by proxy, at the MWV special meeting and entitled to vote on the adjournment proposal, until a quorum is present. If a quorum is present at the MWV special meeting but there are not sufficient votes at the time of the MWV special meeting to approve the MWV merger proposal, then MWV stockholders may be asked to vote on the MWV adjournment proposal. No notices of an adjourned meeting need be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, unless the MWV board sets a new record date for such meeting, in which case a notice of the adjourned meeting will be given to each MWV stockholder of record entitled to vote at the meeting. At any subsequent reconvening of the MWV special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the MWV special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
Assistance
If you need assistance in completing your proxy card or have questions regarding the MWV special meeting, please contact Georgeson Inc., the proxy solicitation agent for MWV, at 480 Washington Blvd., 26th Floor, Jersey City, NJ 07310, or call toll-free at (866) 482-4931.
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ROCKTENN PROPOSAL 1 AND MWV PROPOSAL 1:
THE ADOPTION OF THE COMBINATION AGREEMENT
Effects of the Combination
At the effective time of the RockTenn merger and the MWV merger, RockTenn Merger Sub will be merged with and into RockTenn, with RockTenn surviving the RockTenn merger as a wholly owned subsidiary of Holdings, and MWV Merger Sub will be merged with and into MWV, with MWV surviving the MWV merger as a wholly owned subsidiary of Holdings. MWV, as the surviving corporation of the MWV merger, will convert to a Delaware limited liability company in accordance with Section 266 of the DGCL as soon as practicable after the effective time of the MWV merger. As a result, among other things, Holdings will become the ultimate parent of RockTenn, MWV and their respective subsidiaries. Subject to the terms and conditions set forth in the combination agreement, RockTenn shareholders will have the right to elect to receive with respect to each share of RockTenn common stock they hold (other than RockTenn shares in respect of which a shareholder has properly exercised dissenters’ rights under Georgia law), subject to certain proration procedures described below, either: (1) one share of Holdings common stock or (2) an amount in cash equal to the volume weighted average price per share of RockTenn common stock on the NYSE for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the combination.
Under the combination agreement, elections by the RockTenn shareholders for the RockTenn stock consideration or the RockTenn cash consideration are subject to proration procedures, which will result in approximately 50.1% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former MWV stockholders and approximately 49.9% of the issued and outstanding shares of Holdings common stock immediately following the effective time of the combination being owned by former RockTenn shareholders. In order to achieve this 50.1%/49.9% pro forma ownership between the MWV stockholders and RockTenn shareholders, the combination agreement provides for adjustments to and reallocation of the stock and cash elections made by RockTenn shareholders, as well as the allocation of consideration to be paid with respect to shares of RockTenn common stock owned by RockTenn shareholders who fail to make an election.
Subject to the terms and conditions set forth in the combination agreement, MWV stockholders will receive 0.78 shares of Holdings common stock for each share of MWV common stock they hold, with cash paid in lieu of fractional shares of Holdings common stock.
The combination agreement does not contain any provision that would adjust the applicable exchange ratios based on fluctuations in the market value of either company’s common stock. Because of this, the implied value of the stock consideration to RockTenn shareholders and MWV stockholders will fluctuate between now and the completion of the combination and will depend on the market value of Holdings common stock at the time the combination is completed, which will in turn be affected by the market value of the RockTenn and MWV common stock at the time the combination is completed. The value of the consideration to RockTenn shareholders electing to receive RockTenn cash consideration will depend on the average market value of RockTenn common stock prior to the completion of the combination.
Background of the Combination
The boards and managements of MWV and RockTenn regularly review their respective companies’ results of operations, prospects and competitive positions in the business segments in which they operate, as well as their business opportunities and strategic alternatives. In connection with these reviews, MWV and RockTenn from time to time each evaluates potential transactions which would further their respective strategic objectives.
In connection with the foregoing, in December 2013, MWV completed the sale of 800,000 acres of forestlands to Plum Creek Timber Company, Inc., which followed a series of divestitures of non-core businesses by MWV. In the wake of this transaction, in January 2014, MWV’s management announced and began implementing initiatives to reinforce the productivity and further enhance the profitability of its packaging segments. At this time, management also began to review with the MWV board the logic of separating MWV’s specialty chemicals business, as the substantial growth and increasing profitability of
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that business indicated that at some point another form of ownership might allow the specialty chemicals business to pursue a more focused, industry-specific strategy and provide stockholders with a more targeted investment opportunity, ultimately leading to greater stockholder value.
During the first and second quarters of 2014, RockTenn senior management reviewed various financial analyses and related information with respect to various potential transaction opportunities, including a potential transaction with MWV. Throughout this process, Mr. Steven C. Voorhees, chief executive officer of RockTenn, provided updates to the RockTenn board about management’s analysis of MWV and a potential combination with MWV, meetings between representatives of MWV and RockTenn and other related matters.
Representatives of Blackstone Advisory Partners L.P., referred to as Blackstone, who had from time to time discussed with RockTenn management potential strategic transactions, were engaged in the second quarter of 2014 to assist RockTenn senior management in the review and analysis of a potential combination with MWV. During the second quarter of 2014, RockTenn also engaged Cravath, Swaine & Moore LLP, referred to as Cravath, as its legal counsel with respect to a potential transaction between RockTenn and MWV.
On February 28, 2014, Mr. Voorhees visited the offices of MWV in Richmond, Virginia to meet with John A. Luke, Jr., chairman and chief executive officer of MWV. The meeting was scheduled at Mr. Voorhees’ request to allow Mr. Voorhees and Mr. Luke to become acquainted and provide an opportunity for them to discuss the existing business relationships between their respective companies. The meeting provided a foundation for subsequent conversations between RockTenn and MWV, as well as the early identification of complementary strengths of the two companies.
In April 2014, senior management of MWV began to consider a potential merger of MWV and RockTenn, among other strategic options, as a preliminary review suggested to them that a strategic transaction involving the two companies might create substantial value for the stockholders of MWV and the shareholders of RockTenn. This preliminary review suggested that the combination of the businesses could not only yield immediate value, through the realization of synergies and increased breadth of product offerings, but also might significantly increase the capability of each company to realize its current strategic vision.
MWV’s management consulted with representatives of BofA Merrill Lynch and Goldman Sachs, which had provided financial advisory services to MWV from time to time, to perform preliminary financial analyses of a potential combination, which led management to determine that further analysis of a potential combination was warranted. At the MWV board’s regularly scheduled meeting on April 28, 2014, Mr. Luke presented the concept of a merger of equals between MWV and RockTenn to the MWV board, and indicated that if the MWV board agreed, he would initiate a conversation with Mr. Voorhees to test the hypothesis that such a combination could create significant value for both companies and their stockholders or shareholders, as applicable. Follow-up meetings were then scheduled with individual MWV directors to further consider the logic of exploring a business combination with RockTenn.
While these individual meetings between Mr. Luke and MWV directors were occurring, Mr. Voorhees called Mr. Luke in early May 2014 to suggest that they meet to discuss a potential combination of MWV and RockTenn. Mr. Luke responded that the concept was one he also believed both companies should explore. At a meeting on May 21, 2014 Messrs. Voorhees and Luke discussed the respective long-term strategies for each company, current performance and outlook, their companies’ respective strengths and limitations, significant leadership issues and their perspectives on the potential terms of a transaction. Following this initial meeting, during which Mr. Luke and Mr. Voorhees reviewed the concept of a combination of MWV and RockTenn in broad terms, they agreed to meet again in the near future.
At a telephonic meeting of the MWV board on June 2, 2014, senior management of MWV reviewed and discussed with the MWV board materials providing a profile of RockTenn and its business segments, market valuations of RockTenn and MWV, and matters of strategy, culture and governance. The MWV board recommended that Mr. Luke continue the conversations with Mr. Voorhees to explore a potential strategic transaction and whether the parties might be able to reach mutually acceptable terms. During this meeting, management also reviewed with the MWV board a letter received that same day from the
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investment firm Starboard Value LP, referred to as Starboard, which Starboard had filed with a Schedule 13D reporting an beneficial ownership of approximately 5.6% of the outstanding shares of MWV common stock. The letter from Starboard made a number of strategic recommendations to the MWV board, including a separation of the specialty chemicals business, as well as a merger or sale of MWV.
Mr. Luke and Mr. Voorhees met again on June 11, 2014 in Bethesda, Maryland, June 17, 2014 in Charlottesville, Virginia, July 1, 2014 in Jacksonville, Florida and July 14, 2014 and August 12, 2014 in Tysons Corner to discuss, among other things, the companies’ respective businesses, market valuations, cultures and governance matters. Throughout this period, Mr. Luke regularly updated and discussed with Mr. Michael E. Campbell, lead director for MWV, the progress of the discussions, and Mr. Voorhees regularly updated the RockTenn board on the same.
On August 11, 2014, the RockTenn board met to, among other things, review the history of management’s consideration of a potential combination with MWV and discuss the terms that had been suggested by the parties in their discussions about a potential combination and certain related issues. At the meeting, Mr. Voorhees reviewed with the RockTenn board the business rationale for a combination with MWV, valuation matters, issues relating to the structure of the combination, including the impact of the spin-off of MWV’s specialty chemicals business, various governance and social issues and potential synergies. Following discussion, the RockTenn board authorized management to continue negotiations with MWV regarding a possible combination based on the terms discussed and reviewed with the RockTenn board.
On August 12, 2014, Mr. Luke and Mr. Voorhees met in Tysons Corner. During these meetings, Mr. Voorhees and Mr. Luke again discussed the two companies’ businesses and their respective strategies, as well as the future strategy of a potential combined company and key terms of a potential transaction.
On August 20, 2014, there was a meeting in New York City between Mr. Ward H. Dickson, executive vice president and chief financial officer of RockTenn, together with representatives from Blackstone, and Mr. E. Mark Rajkowski, senior vice president and chief financial officer of MWV, together with representatives from BofA Merrill Lynch and Goldman Sachs. At this meeting, each company and its financial advisors provided financial information about itself to the other company and its advisors. Also at this meeting, Mr. Dickson and Mr. Rajkowski began discussions regarding the valuations for each of the companies and an appropriate exchange ratio for a potential transaction.
Ultimately, however, the parties were unable to agree as to appropriate valuations for the respective companies as part of these discussions. As a consequence, MWV and RockTenn discontinued their discussions in late August 2014.
In late September, RockTenn management reassessed the situation and determined that, if the companies were able to exchange more specific information with respect to the valuation of their respective businesses and the potential synergies of the combined companies, then this more specific information might inform each company on the appropriate relative valuation and enable the parties to reach an agreement to combine the companies. Conversely, if the more specific information were not exchanged, then both companies might miss the opportunity for an attractive transaction. Accordingly, on or about September 29, 2014, Mr. Voorhees called Mr. Luke to request that the conversation between the companies relating to a potential transaction be resumed, and Mr. Luke agreed. Mr. Voorhees informed the RockTenn board on October 1, 2014 that RockTenn had reengaged with MWV and the parties were establishing a process to develop a better understanding of relative valuations, potential synergies and governance matters in connection with a potential combination.
On October 2, 2014, representatives of MWV and its financial co-advisors, BofA Merrill Lynch and Goldman Sachs, on the one hand, and representatives of RockTenn and its financial advisor, Blackstone, on the other, held a conference call during which they discussed an all-stock business combination in which the MWV stockholders and RockTenn shareholders would each receive shares of the combined company at an exchange ratio to be negotiated and agreed upon by the parties.
Also on October 2, 2014, MWV and RockTenn exchanged due diligence request lists. On October 4, 2014, MWV and RockTenn executed a confidentiality and standstill agreement in connection with the confidential exchange of information and reciprocal due diligence.
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On October 7, 2014, the MWV board met telephonically, together with management and representatives of BofA Merrill Lynch and Goldman Sachs, as well as representatives of Wachtell, Lipton, Rosen & Katz, referred to as Wachtell Lipton, legal counsel to MWV, to review and discuss the proposed business combination with RockTenn and the proposed separation of the specialty chemicals business, as well as MWV’s standalone performance and prospects. As a result of these discussions, the MWV board recommended that management engage in further discussions and due diligence with RockTenn in order to assess the feasibility and potential value of a business combination transaction, as well as to resolve open governance and corporate matters regarding the potential combined company. The MWV board also discussed management’s assessment regarding the unlikelihood of an alternative potential transaction involving another counterparty offering comparable or greater value to the stockholders of MWV and determined that RockTenn was the most logical counterparty for a strategic transaction involving MWV and management should continue to focus on a potential transaction with RockTenn. On this date, Mr. Voorhees also provided an update to the RockTenn board on developments relating to a potential transaction with MWV.
Also on October 7, 2014, Mr. Luke and Mr. Voorhees met in Tysons Corner and continued their discussion of the combination, including confirming a meeting for the following week involving Mr. Luke, Mr. Voorhees and the lead directors of each company and separately a number of additional meetings among the senior managements of both companies, in order to discuss and attempt to resolve outstanding valuation and governance matters. During the period in which these meetings were held, Mr. Luke provided updates to Mr. Campbell and they discussed Mr. Luke’s discussions with Mr. Voorhees.
On October 8, 2014, MWV sent a draft transaction agreement to RockTenn. On October 10, 2014, each party made available to the other and its representatives access to an electronic data room to facilitate the identification of synergies and for other due diligence purposes. During the earlier portion of October 2014, the parties conducted documentary due diligence and held in-person and telephonic meetings among representatives of both parties to discuss potential synergies and to review due diligence matters.
On October 13, 2014, the RockTenn board met, together with RockTenn’s management, to, among other things, receive an update on the status of discussions between Mr. Voorhees and Mr. Luke about a potential combination of RockTenn and MWV and the analysis that had been undertaken to date in connection with the potential combination. Representatives of Blackstone also participated in the meeting. Mr. Voorhees described the past and recent discussions with MWV, as well as scheduled upcoming meetings, and provided a summary of the proposed transaction to the RockTenn board. Mr. Voorhees discussed the preliminary synergies overview that had been performed to date by members of management of both companies. Representatives of Blackstone reviewed with the RockTenn board background information regarding MWV, an overview of the proposed transaction and potential structures and its preliminary valuation analyses of MWV, RockTenn and the proposed transaction. The RockTenn board and management discussed the importance of having a clear leadership structure for the combined company. Following discussion, the RockTenn board indicated that it supported and approved management’s continued review and analysis of a possible combination with MWV, recognizing that substantial work needed to be done to address the appropriate relative valuation of the two companies and outstanding governance matters.
On October 14, 2014, Messrs. Luke, Campbell, Voorhees and Felker met in Tysons Corner to discuss the potential combination, including potential valuations and the potential governance structure of, and other matters relating to, the combined company, including the board structure, the name of the combined company, the merits of possible locations for the principal executive offices of the combined company, the respective responsibilities of Mr. Voorhees as the chief executive officer and Mr. Luke as the chairman of the combined company. The lack of consensus on many of these issues led to the decision to postpone previously scheduled management presentations pending resolution of key outstanding issues.
On October 30, 2014, Messrs. Luke, Campbell, Voorhees and Felker met again in Tysons Corner to discuss the potential combination, including valuations and the potential governance structure of the combined company, and agreed to continue discussion of these issues.
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On November 10, 2014, at a meeting of the MWV board, MWV’s management and the MWV financial co-advisors provided an overview of a potential combination with RockTenn, including the potential transaction structure. MWV’s management provided an overview of the strategic rationale for such a combination.
During discussions that occurred over the first two weeks of November, MWV and RockTenn were unable to resolve the key outstanding issues, including the respective valuations of MWV and RockTenn in the transaction and governance matters. During this period, Mr. Voorhees reported to the RockTenn board that there were unresolved valuation and governance issues.
On November 12, 2014, MWV and RockTenn ceased negotiations, with no assumption at that time that negotiations would be revived in the foreseeable future.
On January 6, 2015, the RockTenn board met, together with RockTenn’s management, to discuss recent developments that had caused management to reassess a potential combination transaction with MWV, including that the relative movement in the companies’ share prices since November was in favor of RockTenn shareholders. At this meeting, Mr. Voorhees recommended to the RockTenn board that RockTenn reinitiate discussions with MWV and make a proposal to MWV instead of taking a “wait and see approach”. The RockTenn board reviewed materials prepared by management and discussed two different transaction structures that RockTenn could propose to MWV. Following discussion, the RockTenn board authorized Mr. Voorhees to re-engage with MWV.
On January 7, 2015, Mr. Voorhees contacted Mr. Luke to request an in-person meeting on January 9, 2015.
On January 8, 2015, MWV announced that the MWV board had approved a plan to fully separate MWV’s specialty chemicals business from the rest of the company by means of a tax-free spin-off or other alternative transaction.
On January 9, 2015, Mr. Voorhees and Mr. Luke met in Charlottesville, Virginia. At this meeting, Mr. Voorhees proposed revised terms of a potential transaction, which reflected an all-stock transaction based on the relative share trading prices of each company at the time of signing, which, based on the trading prices on January 9, 2015 of  $61.71 per RockTenn share and $44.50 per MWV share, would have resulted in an exchange ratio of 0.71 shares of the combined company per share of MWV common stock and one share of the combined company per share of RockTenn common stock. In addition, under the proposed revised terms, the combined company would have a 12-member board, consisting of seven members of the RockTenn board and five members of the MWV board, with Mr. Voorhees to serve as chief executive officer of the combined company and Mr. Luke to serve as non-executive chairman, with a role and responsibilities consistent with those of RockTenn’s current non-executive chairman. The combined company would have its principal executive offices in Richmond, Virginia, the current offices of MWV, and the current offices of RockTenn in Norcross, Georgia would continue to house substantial operational leadership for the new company. Officers and employees would be selected on the basis of a “best fit” approach from among the officers and employees of each party.
The terms proposed by Mr. Voorhees during the January 9, 2015 meeting included that the stockholders of MWV would own a majority of the equity of the combined company following the closing of the proposed transaction in order to preserve a potential tax-free spin-off of MWV’s specialty chemicals business. This concept had initially been raised by MWV. Mr. Voorhees proposed that this result would be achieved through share repurchases by RockTenn and/or RockTenn shareholders receiving cash payments in the combination.
On January 10, 2015, Mr. Luke responded to Mr. Voorhees’ proposal, indicating that an “at market” transaction having the terms outlined in Mr. Voorhees’ proposal would be unsatisfactory to the MWV board and stockholders.
In subsequent conversations, Mr. Luke and Mr. Voorhees continued to discuss the appropriate exchange ratio, and on January 14, 2015, Mr. Luke and Mr. Voorhees agreed to proceed on the basis of an exchange ratio of 0.78, referred to as the MWV exchange ratio, and that MWV stockholders would own a majority of the equity of the combined company, which would be achieved through cash payments to
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RockTenn shareholders by way of a share repurchase by RockTenn, a cash dividend and/or the payment of cash in lieu of stock consideration. On January 14, 2015, they also tentatively agreed on a number of other key terms of the combination, including that the combined company would have a 12-member board, consisting of seven members of the RockTenn board and five members of the MWV board, with Mr. Voorhees to serve as chief executive officer of the combined company and Mr. Luke to serve as non-executive chairman. They also tentatively agreed to use a “best fit” approach when selecting officers and employees of the combined company.
On January 16, 2015, the RockTenn board met, together with RockTenn’s management and representatives from Blackstone, to receive an update from management regarding the potential transaction and the key terms as tentatively agreed upon by the parties. Mr. Voorhees also provided the RockTenn board with an overview of the timeline for the potential combination, including a target signing date of January 26, and informed the RockTenn board of the key remaining steps in the process, including completion of due diligence, the finalization of the transaction agreement and the development of the communication plans. The RockTenn board and management discussed, among other things, the merits of a combination with the proposed 0.78 exchange ratio and the proposed governance structure.
On the evening of January 16, 2015, Mr. Luke, Mr. Campbell, Mr. Voorhees and Mr. Felker met in Tysons Corner, Virginia to review the key terms of the transaction. During that meeting, the parties tentatively agreed on a post-closing board structure consisting of 14 members, eight of whom would be former members of the RockTenn board and six of whom would be former members of the MWV board.
On January 17, 2015, Mr. Voorhees and Mr. Luke were joined by Mr. Dickson, Mr. Robert B. McIntosh, executive vice president, general counsel and secretary of RockTenn, Mr. Rajkowski, and Mr. Wendell L. Willkie, II, senior vice president, general counsel and secretary of MWV, at a meeting in Charlottesville, Virginia to conduct business and financial due diligence and review and agree upon all the steps that would be required to execute a binding transaction agreement, including further business reviews, completion of earlier analyses of potential synergies from the transaction, negotiation of definitive transaction documentation, conclusion of due diligence, communications planning, and final review and approval by the respective boards.
From January 18, 2015 through January 25, 2015, MWV and RockTenn and their respective representatives continued their due diligence investigations and negotiated the transaction documentation, including the combination agreement and the governance arrangements for the combined company that had been tentatively agreed upon by the parties, including the 14-member post-closing board structure, that the principal executive offices for the combined company would be in Richmond, Virginia and the operating offices for the combined company would be in Norcross, Georgia, and that the combined name for the combined company would be determined by the parties prior to closing the transaction. During these negotiations, MWV and RockTenn agreed that RockTenn shareholders would be permitted to elect to receive cash consideration in lieu of stock consideration in the combination. During this time, RockTenn requested that Lazard Frères & Co., whom it had engaged previously to assist with corporate preparedness matters, provide an opinion with respect to its view as to the fairness, from a financial point of view, of the consideration to be paid by RockTenn in a potential combination with MWV and subsequently entered into an amendment to the Lazard engagement letter in this regard on January 24, 2015.
On January 19, 2015, MWV convened a telephonic special meeting of the MWV board, together with management and representatives of BofA Merrill Lynch, Goldman Sachs and Wachtell Lipton. Mr. Luke provided an update on the discussions with RockTenn regarding the transaction terms. After extensive discussion regarding the proposed exchange ratio, potential transaction synergies, governance terms and the impact of the proposed transaction on the specialty chemicals spin-off and vice versa, among other topics, the MWV board encouraged management to continue negotiating with RockTenn to see if definitive terms could be reached and determined to meet again during the weekend of January 24 and 25, 2015. The MWV board also encouraged management to retain Greenhill in order to receive a fairness opinion in connection with a potential transaction from an advisor that had not previously been serving as financial advisor to MWV in connection with the transaction. After the MWV board meeting, MWV and RockTenn and their respective representatives continued to negotiate the transaction structure and documentation. In addition, MWV entered into engagement letters with each of BofA Merrill Lynch, Goldman Sachs and Greenhill, each dated January 23, 2015.
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On January 23, 2015, the RockTenn board met, together with RockTenn’s management and representatives from Blackstone, Lazard and Cravath, to receive an update on the proposed transaction with MWV. Members of RockTenn management provided the RockTenn board with an overview of MWV’s business, the rationale for the proposed transaction, post-closing governance matters for the combined company and a review of the historical financial performance of each of the companies as well as a review of their projections and the pro forma financials of the combined company. Management also described to the RockTenn board its due diligence process and reported management’s findings. The representatives of Blackstone reviewed with the RockTenn board its preliminary valuation analyses of the MWV exchange ratio.
On January 24, 2015, the MWV board held an in-person special meeting at the offices of Wachtell Lipton that was attended by members of MWV management and representatives of BofA Merrill Lynch, Goldman Sachs and Greenhill. During the meeting, management and representatives of BofA Merrill Lynch, Goldman Sachs and Wachtell Lipton again reviewed the history of negotiations with RockTenn and the terms of the proposed combination transaction. MWV’s management reviewed MWV’s recent performance and the significant risks and challenges inherent in MWV’s standalone plans, including taking into account the anticipated separation of the specialty chemicals business. The MWV board and MWV’s management and advisors discussed the likelihood or unlikelihood of a third party offering to enter into an alternative strategic transaction with MWV offering comparable or greater value to the stockholders of MWV in the future, and discussed the value associated with accepting a transaction with RockTenn on the proposed terms, including a 0.78 exchange ratio, as compared to the potential opportunities and risks associated with rejecting the proposal and remaining a standalone entity. In addition, representatives of BofA Merrill Lynch and Goldman Sachs provided updated preliminary financial analyses regarding the proposed transaction, and representatives of Wachtell Lipton provided a presentation regarding the terms of the draft combination agreement, including the terms that remained subject to further negotiation. Wachtell Lipton noted that, although legal negotiations were not yet fully completed, it believed that such negotiations could likely be completed on satisfactory terms in a short amount of time, assuming the parties were to formally agree on the exchange ratio and key governance and other terms. Representatives of Greenhill also provided a financial analysis of the MWV exchange ratio. Greenhill then delivered to the MWV board an oral opinion (to be confirmed in writing), to the effect that, as of that date, subject to certain assumptions and limitations described in its opinion, the MWV exchange ratio pursuant to the original combination agreement was fair from a financial point of view to the holders of MWV common stock. For more information about the opinion of Greenhill, see “Opinions of Financial Co-Advisors.” Following extensive discussions, the MWV board determined to convene on January 25, 2015, to make a determination with respect to the proposed transaction.
On January 25, 2015, the RockTenn board met, together with its management and representatives from Blackstone, Lazard and Cravath, to consider and approve the proposed combination. Members of RockTenn management provided the RockTenn board with an update of its financial analysis for the proposed combination and reported that due diligence had been completed. At such meeting, representatives of Blackstone and Lazard each reviewed with the RockTenn board their respective financial analyses of the MWV exchange ratio. The RockTenn board then received separate opinions, each dated January 25, 2015, from Blackstone and Lazard to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations described in their respective opinions, the MWV exchange ratio was fair, from a financial point of view, to RockTenn. For more information about the opinions of Blackstone and Lazard, see “— Opinions of RockTenn’s Financial Advisors” beginning on page 63. Representatives of Cravath reviewed with the directors certain legal matters related to the transaction, including the RockTenn board’s fiduciary obligations in connection with its consideration of the transaction and the principal terms of the proposed combination agreement. After discussion, including as to the matters discussed in the section entitled “RockTenn’s Reasons for the Combination; Recommendation of the RockTenn Board of Directors” beginning on page 56, the RockTenn board unanimously adopted the combination agreement and declared that the combination agreement and the transactions contemplated thereby, including the combination, were advisable and in the best interests of RockTenn and its shareholders, resolved to recommend that the RockTenn shareholders approve the business combination and approved and authorized certain related matters.
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Also on January 25, 2015, the MWV board held a meeting with MWV management and representatives of BofA Merrill Lynch, Goldman Sachs and Wachtell Lipton, who provided an update on the final transaction negotiations and confirmed that all open issues had been resolved. Also at this meeting, representatives of BofA Merrill Lynch and Goldman Sachs provided to the MWV board their joint financial analyses of the MWV exchange ratio. BofA Merrill Lynch delivered to the MWV board an oral opinion, which was confirmed by delivery of a written opinion, dated January 25, 2015, to the effect that, as of that date, taking into account the RockTenn merger and based on and subject to various assumptions and limitations described in its opinion, the MWV exchange ratio pursuant to the original combination agreement was fair, from a financial point of view, to the holders of the outstanding shares of MWV common stock (other than RockTenn and its affiliates). Representatives of Goldman Sachs delivered its oral opinion to the MWV board that, as of the date of its opinion, taking into account the RockTenn merger and based upon and subject to the factors and assumptions set forth therein, the MWV exchange ratio pursuant to the original combination agreement was fair from a financial point of view to the holders (other than RockTenn and its affiliates) of the outstanding shares of MWV common stock. For more information about the opinions of BofA Merrill Lynch and Goldman Sachs, see “— Opinions of MWV’s Financial Advisors” beginning on page 86. Greenhill later also delivered its written opinion that, as of January 25, 2015, subject to certain assumptions and limitations described in its opinion, the MWV exchange ratio pursuant to the original combination agreement was fair from a financial point of view to the holders of MWV common stock. For more information about the opinion of Greenhill, see “— Opinions of MWV’s Financial Advisors — Greenhill & Co., LLC” beginning on page 99. Based on the discussion and deliberation on January 24 and 25, 2015, the MWV board determined that the combination agreement and the transactions contemplated by the combination agreement were advisable, fair to and in the best interests of MWV and its stockholders, unanimously approved and adopted the combination agreement and the transactions contemplated by the combination agreement, authorized management to execute the combination agreement on behalf of MWV, directed that the combination agreement be submitted to a vote at a meeting of MWV stockholders, resolved to recommend that MWV stockholders vote to adopt the combination agreement and approved and authorized certain related matters.
Following the approval by the MWV board and the adoption by the RockTenn board of the combination agreement and the combination, MWV and RockTenn finalized and executed the original combination agreement. On the morning of January 26, 2015, MWV and RockTenn issued a joint press release announcing the original combination agreement.
RockTenn’s Reasons for the Combination; Recommendation of the RockTenn Board of Directors
At its meeting on January 25, 2015, the RockTenn board unanimously adopted the combination agreement and determined that the combination agreement and the transactions contemplated thereby, including the RockTenn merger, are advisable and in the best interests of RockTenn and its shareholders. The RockTenn board unanimously recommends that the RockTenn shareholders vote “FOR” each of the RockTenn merger proposal and the RockTenn adjournment proposal.
In evaluating the combination agreement, the RockTenn board consulted with and received the advice of RockTenn’s management and its legal and financial advisors. In reaching its decision, the RockTenn board considered a number of factors, including, but not limited to, the following factors which the RockTenn board viewed as generally supporting its decision to adopt and enter into the combination agreement and recommendation that RockTenn shareholders vote “FOR” the RockTenn merger proposal and the RockTenn adjournment proposal.
Strategic Considerations.   The RockTenn board considered that the combination will likely provide a number of significant strategic opportunities, including the following:

the two companies have highly complementary operations and the combination of RockTenn and MWV will create a combined company that will offer a full complement of fiber-based packaging to its customers and have the broadest grade spectrum in the most attractive grades across the global paper and packaging universe;
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with a significant increase in scale and expansion in breadth of product offering, the combined company will have a greater opportunity to enhance and deepen relationships with consumer products companies consistent with RockTenn’s customer-oriented strategy;

with the potential to achieve substantial synergies and improve management and deployment policies, the combined company will have greater potential to achieve further earnings growth and generate substantial cash flow than either RockTenn or MWV could on a standalone basis;

the combined company is expected to generate annual synergies of  $300 million within three years of closing (to be measured against 2014 actual expenditures), through, among other drivers, the consolidation of corporate overhead and duplicative functions, increased purchasing scale, the optimization of the facilities of the two companies and incremental benefits with respect to previously announced cost and productivity measures;

the combination of RockTenn and MWV will enable RockTenn to gain substantial exposure to global markets and diversify its geographical presence and in particular, broaden its base of operations in emerging growth markets such as Brazil and India, while maintaining a strong platform in North America;

the combination of RockTenn and MWV will enable the combined company to integrate the skill sets and capabilities of each of the companies’ management teams to apply operational and cost discipline across the combined company and to take advantage of strategic and innovation opportunities with an enhanced platform; and

the combination of RockTenn and MWV will enable the combined company to balance the containerboard-heavy business mix of RockTenn with the consumer packaging type grades and packaging assets of MWV, as well as its pumps and sprays, and mitigate inherent containerboard volatility.
Other Factors Considered by the RockTenn Board.   In addition to considering the strategic factors described above, the RockTenn board considered the following additional factors, all of which it viewed as supporting its decision to adopt the combination agreement:

its knowledge of RockTenn’s business, operations, financial condition, earnings and prospects and of MWV’s business, operations, financial condition, earnings and prospects, taking into account the results of RockTenn’s due diligence review of MWV;

the current and prospective business climate in the industry in which RockTenn and MWV operate;

the projected financial results of MWV as a standalone company and the fit of the transaction with RockTenn’s previously established strategic goals;

the alternatives reasonably available to RockTenn, including remaining a standalone entity, pursuing other strategic alternatives, including use of a master limited partnership structure, and the RockTenn board’s belief that the combination with MWV created the best available opportunity without limiting strategic alternatives that the combined company could pursue in the future;

the combination of RockTenn and MWV will enable the parties to maximize the value of MWV’s pension surplus through a consolidation of the pension plans of the two companies;

the fact that eight members of the 14-member combined company board will be comprised of members from the existing RockTenn board and that Mr. Voorhees will be chief executive officer of the combined company;

the opinions of Blackstone and Lazard, each dated January 25, 2015, to the RockTenn board to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken set forth in such opinions, the MWV exchange ratio was fair, from a financial point of view, to RockTenn,
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as more fully described below under the section entitled “The Adoption of the Combination Agreement — Opinions of RockTenn’s Financial Advisors — Blackstone Advisory Partners L.P.” and “— Lazard Frères & Co. LLC” beginning on page 63;

the terms and conditions of the combination agreement, including the strong commitments by both RockTenn and MWV to complete the combination;

the fact that the combination agreement provides for a fixed exchange ratio and that no adjustment will be made in the merger consideration to be received by MWV stockholders in the combination as a result of possible increases or decreases in the trading price of RockTenn’s common stock following the announcement of the combination;

the fact that the combination provides RockTenn shareholders receiving RockTenn stock consideration the opportunity to participate in the equity value of Holdings, including the future growth and expected synergies resulting from the transaction;

the fact that while the principal executive offices of the combined company will be at the existing corporate offices of MWV, the operating offices of the combined company will be at the existing corporate offices of RockTenn; and

the anticipated customer, supplier and stakeholder reaction to the combination.
The RockTenn board weighed these advantages and opportunities against a number of other factors identified in its deliberations weighing negatively against the combination, including:

the fact that RockTenn shareholders may be required to receive cash consideration in respect of all or a portion of their shares of RockTenn common stock and may not be able to participate in full, or at all, in the strong business performance growth and other opportunities through the stock consideration, recognizing that some shareholder value was preserved by structuring the cash consideration as an election and calculating the amount of the cash consideration at closing as a way to capture any increase in trading price of RockTenn common stock following the announcement of the combination;

the challenges inherent in the combination of two businesses of the size, geographical diversity and scope of RockTenn and MWV and the size of the companies relative to each other, including the risk that integration costs may be greater than anticipated and the possible diversion of management attention for an extended period of time;

the challenges of developing and executing a successful strategy and business plan for the combined company;

the difficulties of combining the businesses and workforces of RockTenn and MWV based on, among other things, differences in the cultures of the two companies;

the challenges inherent in the management and operation of a global business;

MWV’s right, subject to certain conditions, to respond to and negotiate with respect to certain alternative takeover proposals made prior to the time MWV stockholders adopt the combination agreement and MWV’s right, subject to MWV’s paying RockTenn a termination fee of  $230 million, to terminate the combination agreement to enter into a binding agreement providing for a superior proposal;

the restrictions in the combination agreement on the conduct of RockTenn’s and MWV’s business during the period between execution of the original combination agreement and the consummation of the combination;

the risk that MWV stockholders or RockTenn shareholders may object to and challenge the combination and take actions that may prevent or delay the consummation of the combination, including to vote down the proposals at the RockTenn or MWV special meetings;
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the risk that regulatory agencies may object to and challenge the combination or may impose terms and conditions in order to resolve those objections that adversely affect the financial results of the combined company; see the section entitled “The Adoption of the Combination Agreement — Regulatory Clearances for the Combination” beginning on page 134;

the risk that the pendency of the combination for an extended period of time following the announcement of the execution of the original combination agreement could have an adverse impact on RockTenn or the combined company;

the potential for diversion of management and employee attention during the period prior to completion of the combination, and the potential negative effects on RockTenn’s and the combined company’s businesses;

the risk that, despite the efforts of RockTenn and MWV prior to the consummation of the combination, the combined company may lose key personnel;

the risk of not capturing all the anticipated cost savings and synergies between RockTenn and MWV and the risk that other anticipated benefits might not be realized;

the possibility that the combined company might not achieve its projected financial results;

the risk that the spin-off of the specialty chemicals business of MWV may not occur or if consummated, the risk that the spin-off would not have the favorable tax attributes or other benefits that are expected to be achieved;

the potential that the fixed exchange ratio under the combination agreement could result in RockTenn delivering greater value to the MWV stockholders than had been anticipated by RockTenn should the value of the shares of RockTenn common stock increase from the date of the execution of the original combination agreement;

the fact that the combination agreement prohibits each of RockTenn and MWV from soliciting or engaging in discussions regarding alternative transactions during the pendency of the combination, subject to limited exceptions;

the requirement that RockTenn pay MWV a $230 million termination fee if the combination agreement is terminated under certain circumstances;

the risk that changes in the regulatory landscape or new industry developments, including changes in consumer preferences, may adversely affect the business benefits anticipated to result from the combination;

the risk that, upon consummation of the combination, the counterparties under certain material contracts may be able to exercise certain “change of control” rights; and

the risks of the type and nature described under “Risk Factors” beginning on page 28 and the matters described under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27.
The foregoing discussion of the factors considered by the RockTenn board is not intended to be exhaustive, but rather includes the principal factors considered by the RockTenn board. In view of the wide variety of factors considered in connection with its evaluation of the combination and the complexity of these matters, the RockTenn board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt the combination agreement and to make its recommendations to RockTenn shareholders. In addition, individual members of the RockTenn board may have given differing weights to different factors. The RockTenn board conducted an overall review of the factors described above, including thorough discussions with RockTenn’s management and outside legal and financial advisors.
In considering the recommendation of the RockTenn board to approve the RockTenn merger proposal, RockTenn shareholders should be aware that RockTenn’s directors may have interests in the combination that are different from, or in addition to, those of RockTenn shareholders generally. For additional information, see the section entitled “The Adoption of the Combination Agreement — Financial Interests of RockTenn Directors and Officers in the Combination” beginning on page 112.
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The explanation of the reasoning of the RockTenn board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 of this joint proxy statement/prospectus.
MWV’s Reasons for the Combination; Recommendation of the MWV Board of Directors
The MWV board evaluated, in consultation with its legal and financial advisors, the combination agreement and the combination, and unanimously determined that the combination agreement and the transactions contemplated by the combination agreement are advisable, fair to and in the best interests of MWV and its stockholders and recommended that MWV stockholders vote to adopt the combination agreement.
In the course of reaching its unanimous recommendation, the MWV board consulted with MWV management and its financial and legal advisors and considered a variety of factors, including the material factors described below. In light of the number and wide variety of factors considered in connection with its evaluation of the combination, the MWV board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the factors that it considered in reaching its determination. The MWV board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of MWV’s reasons for the proposed combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27.
The MWV board considered a number of factors pertaining to the strategic rationale for the combination as generally supporting its decision to enter into the combination agreement, including the following material factors:

Merger Consideration.   The MWV board considered that the merger consideration to be paid per share of MWV common stock consisted of 0.78 shares of Holdings common stock, with RockTenn shareholders to receive cash or one share of Holdings common stock per share of RockTenn common stock, subject to proration. The MWV board also took note of the course and history of the negotiations between MWV and RockTenn, which resulted in an increase in the exchange ratio to be received by MWV stockholders, and the MWV board believed, based on RockTenn’s positions during such negotiations, that the exchange ratio was the maximum exchange ratio that RockTenn would be willing to agree to in the combination;

Strategic Considerations.   The MWV board considered that the combination will likely provide a number of significant strategic opportunities, including the following:
 — 
the combination establishes a premier global packaging products company with the scale to compete more effectively against the largest industry participants;
 — 
the combination enhances product balance and geographic diversity, combining complementary market positions and innovation, technology and organizational capabilities;
 — 
the combination creates a larger company that is financially stronger, with a greater ability to invest to grow its businesses and to return capital to stockholders;

Synergies.   Based on the advice of MWV management following such management’s discussions with RockTenn management and MWV’s advisors, the MWV board determined that the combination would create significant cost savings synergies, including approximately $300 million in combined annual cost synergies expected to be realizable within three years of closing (to be measured against 2014 actual expenditures), including the incremental benefits with respect to previously announced cost and productivity measures, with the majority of such synergies expected to be realizable by the end of the second year following closing, and that there was a reasonable likelihood that additional synergies opportunities in excess of  $300 million of combined annual cost synergies would be identified in connection with the integration planning for the combined company;
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Ability to Participate in Future Appreciation.   The MWV board considered that the combination provides MWV stockholders with the opportunity to participate in the equity value of Holdings, including the future growth and expected synergies resulting from the combination;

Specialty Chemicals Separation.   The MWV board considered that combination was structured to permit the subsequent completion of the separation of MWV’s specialty chemicals business to Holdings’ stockholders, allowing MWV’s current stockholders to participate in the separation, which will allow Holdings and the specialty chemicals business to pursue more focused, industry-specific strategies with additional operational flexibility, and will allow stockholders to have targeted investment opportunities in each of two companies;

Implied Ownership.   The MWV board considered that former MWV stockholders would hold approximately 50.1% of the outstanding Holdings common stock;

Financial Advisors’ Opinions.   The MWV board considered the following:
 — 
the opinion of BofA Merrill Lynch, dated January 25, 2015, to the MWV board as to, taking into account the RockTenn merger, the fairness, from a financial point of view, of the MWV exchange ratio to the holders of the outstanding shares of MWV common stock (other than RockTenn and its affiliates), as more fully described below in the section entitled “— Opinions of MWV’s Financial Advisors — Merrill Lynch, Pierce, Fenner & Smith Incorporated”;
 — 
the opinion of Goldman Sachs, rendered to the MWV board, that as of January 25, 2015, taking into account the RockTenn merger and based upon and subject to the factors and assumptions set forth therein, the MWV exchange ratio was fair from a financial point of view to the holders (other than RockTenn and its affiliates) of the outstanding shares of MWV common stock, as more fully described below in the section entitled “— Opinions of MWV’s Financial Advisors — Goldman, Sachs & Co.”;
 — 
the opinion of Greenhill that as of January 25, 2015, subject to certain assumptions and limitations described in its opinion, the MWV exchange ratio pursuant to the original combination agreement was fair from a financial point of view to the holders of MWV common stock, as more fully described below in the section entitled “— Opinions of MWV’s Financial Advisors — Greenhill & Co., LLC”;

Alternatives.   The MWV board considered that the merger consideration to be paid per share of MWV common stock of 0.78 shares of Holdings common stock was more favorable to MWV’s stockholders than the potential value that might result from other alternatives reasonably available to MWV, including, but not limited to, the continued operation of MWV on a standalone basis, in light of a number of factors, including the following:
 — 
The MWV board considered the combination relative to the benefits, risks and uncertainties associated with other potential strategic alternatives that might be available to MWV, as well as remaining as a stand-alone entity, in the context of MWV’s business, assets and prospects, its historical and projected financial performance and the opportunities and challenges facing MWV and its industry, as well as broader economic developments impacting its businesses;
 — 
The MWV board considered the strategic and other alternatives reasonably available to MWV, including the alternative of remaining a standalone public company, in light of a number of factors and the risks and uncertainty associated with those alternatives, none of which were deemed likely to result in value to MWV’s stockholders that would exceed, on a present-value basis, the value of the merger consideration;
 — 
The MWV board took into account that RockTenn was the most logical strategic partner in light of its complementary products and strategic position and the potential for the realization of synergies, such that RockTenn was the potential strategic partner most likely to ascribe the highest value to MWV, and also took note of the fact that despite several months of speculation regarding a potential strategic transaction involving MWV, MWV did not receive any offers from other potential strategic partners;
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 — 
The MWV board assessed the feasibility of executing other hypothetical alternatives;

High Likelihood of Completion.   The MWV board considered the likelihood of completion of the combination to be high, particularly in light of the terms of the combination agreement and the closing conditions, including that the combination agreement has no financing condition and the MWV board’s belief, following consultation with its financial advisors, that RockTenn would be able to pay the cash portion of the merger consideration due to RockTenn’s shareholders under the combination agreement, as well as the commitment of each of MWV and RockTenn to use reasonable best efforts to complete the combination and to avoid any impediment under antitrust laws that may be asserted by any governmental entity with respect to the transactions contemplated by the combination agreement; and

Termination Fee.   The MWV board considered that the combination agreement would require RockTenn to pay MWV $230 million in the case the combination was terminated under certain circumstances, including a change in recommendation of the RockTenn board or a termination of the agreement by RockTenn to enter into a binding agreement providing for an alternative transaction.
The MWV board also considered a variety of risks and other potentially negative factors concerning the combination, including the following:

the risk that the potential benefits of the combination (including the amount of synergies) may not be fully or partially achieved, or may not be achieved within the expected time frame;

the risk that regulatory, governmental or competition authorities might seek to impose conditions on or otherwise prevent or delay the combination, or impose restrictions or requirements on the operation of the businesses of Holdings after completion of the combination;

the risks and costs to MWV if the combination is not completed, including the potential diversion of management and employee attention, potential employee attrition and the potential effect on business and customer and supplier relationships;

the potential challenges and difficulties relating to integrating the operations of MWV and RockTenn, including the cost to achieve synergies, which will require consolidating certain businesses and functions, integrating organizations, procedures, policies and operations, addressing differences in the business cultures of the two companies and retaining key personnel, and may disrupt each company’s ongoing businesses or create inconsistencies which adversely affect relationships with customers, suppliers, employees and others;

the risk of diverting management focus and resources from operating MWV’s businesses, as well as other strategic opportunities, and potential disruption associated with combining and integrating the companies;

the fact that following the closing of the combination, the former directors of RockTenn will constitute a majority of the Holdings board and the former chief executive officer of RockTenn will serve as the chief executive officer of Holdings;

the risk that because the amount of consideration to be paid to the MWV stockholders is fixed, the value of the consideration to MWV stockholders in the combination could fluctuate, as well as the risk that because the aggregate value of the cash consideration to RockTenn shareholders is not capped, the cash consideration to be paid by RockTenn in the combination could increase significantly, reducing the cash available to Holdings upon completion of the combination;

the risk that MWV stockholders or RockTenn shareholders may fail to adopt or approve, as applicable, the combination agreement and approve the transactions contemplated thereby and the requirement that MWV pay RockTenn a $230 million fee under certain circumstances if MWV stockholders do not adopt the combination agreement;

the requirement that MWV pay RockTenn $230 million if an alternative proposal to acquire MWV is publicly announced or made known and the combination agreement is thereafter terminated in certain circumstances (see “— The Combination Agreement — Expenses and Termination Fees”
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beginning on page 161) and the potential that such fee might affect the potential for MWV to receive alternative strategic transaction proposals both during the pendency of the combination with MWV as well as afterward should the combination with MWV not be consummated;

the restrictions on the conduct of MWV’s business prior to the completion of the combination, which restrictions require MWV to operate its businesses in the ordinary course of business consistent with past practice and subject to specific limitations, which may delay or prevent MWV from undertaking business opportunities that may arise pending completion of the combination;

the likelihood of litigation challenging the combination, and the possibility that an adverse judgment for monetary damages could have a material adverse effect on the operations of Holdings after the combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the combination;

the fees and expenses associated with completing the combination; and

various other risks associated with the combination and the businesses of MWV, RockTenn and Holdings described under “Risk Factors” beginning on page 28.
In addition to considering the factors described above, the MWV board considered that some officers and directors of MWV have interests in the combination as individuals that are in addition to, and that may be different from, the interests of MWV stockholders generally (see “— Financial Interests of MWV Directors and Officers in the Combination” beginning on page 118).
The MWV board concluded that the potentially negative factors associated with the combination were outweighed by the potential benefits that it expected MWV and its stockholders to achieve as a result of the combination. Accordingly, the MWV board determined that the combination agreement and the transactions contemplated by the combination agreement are advisable, fair to, and in the best interests of MWV and its stockholders.
Opinions of RockTenn’s Financial Advisors
Blackstone Advisory Partners L.P.
Pursuant to an engagement letter dated as of June 17, 2014, RockTenn engaged Blackstone to serve as RockTenn’s financial advisor in connection with the combination and to render to the RockTenn board an opinion as to the fairness, from a financial point of view, to RockTenn of the MWV exchange ratio. At the meeting of the RockTenn board on January 25, 2015, Blackstone rendered to the RockTenn board its opinion to the effect that, as of that date and based on and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations described in its opinion, the MWV exchange ratio was fair to RockTenn from a financial point of view.
The full text of the written opinion of Blackstone, dated January 25, 2015, which sets forth the assumptions made, procedures followed, factors considered and limitations on the review undertaken by Blackstone in rendering its opinion, is attached as Annex B to this joint proxy statement/prospectus. RockTenn encourages its shareholders to read the opinion carefully and in its entirety. Blackstone’s opinion was limited to the fairness, as of the date of the opinion, from a financial point of view, to RockTenn of the MWV exchange ratio. Blackstone assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. Blackstone’s opinion was addressed to the RockTenn board and does not constitute a recommendation to any holder of RockTenn common stock as to how such holder should vote with respect to the RockTenn merger or any other matter or as to whether any RockTenn shareholder should elect to receive the RockTenn cash consideration or the RockTenn stock consideration, and should not be relied upon by any shareholder as such. The summary of Blackstone’s opinion set forth in this joint proxy statement/prospectus is qualified by reference to the full text of the opinion, which is attached as Annex B to this joint proxy statement/prospectus.
In arriving at its opinion, Blackstone, among other things:

Reviewed certain publicly available information concerning the business, financial condition and operations of MWV and RockTenn that Blackstone believed to be relevant to its inquiry;
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Reviewed certain internal information concerning the business, financial condition and operations of MWV and RockTenn prepared and furnished to Blackstone by the management of MWV and RockTenn, respectively, that Blackstone believed to be relevant to its inquiry;

Reviewed certain internal financial analyses, estimates and forecasts relating to MWV, including MWV’s financial forecasts for fiscal years 2014 through 2019, prepared and furnished to Blackstone by the management of MWV, as well as certain internal financial analyses, estimates and forecasts relating to RockTenn, including RockTenn’s financial forecasts for fiscal years 2015 through 2019 and for the first quarter of fiscal year 2020, prepared and furnished to Blackstone by the management of RockTenn;

Reviewed the publicly available audited financial statements of MWV for fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013, as well as the publicly available audited financial statements of RockTenn for fiscal years ended September 30, 2012, September 30, 2013 and September 30, 2014;

Reviewed certain estimates as to the amount and timing of cost savings and synergies (as used in this section, collectively, the “Synergies”) anticipated by the management of RockTenn and MWV to result from the combination;

Held discussions with members of senior managements of MWV and RockTenn concerning their respective evaluations of the combination and their businesses, operating and regulatory environments, financial condition, prospects and strategic objectives, as well as such other matters as Blackstone deemed necessary or appropriate for purposes of rendering its opinion;

Reviewed the historical market prices and trading activity for RockTenn common stock and MWV common stock;

Compared certain publicly available financial and stock market data for MWV and RockTenn with similar information for certain other companies that Blackstone deemed to be relevant;

Performed discounted cash flow analyses for each of MWV and RockTenn utilizing financial information prepared by and furnished to Blackstone by the managements of MWV and RockTenn, respectively;

Reviewed the potential pro forma impact of the combination;

Reviewed the draft original combination agreement, dated January 25, 2015; and

Performed such other financial studies, analyses and investigations, and considered such other matters as Blackstone deemed necessary or appropriate for purposes of rendering its opinion.
In preparing its opinion, at RockTenn’s direction, Blackstone relied without assuming responsibility or liability for independent verification upon the accuracy and completeness of all financial and other information that is available from public sources and all projections and other information provided to Blackstone by RockTenn and MWV or otherwise discussed with or reviewed by or for Blackstone. Blackstone assumed with RockTenn’s consent that the financial projections and pro forma financial information, including the Synergies, prepared by RockTenn’s management and MWV’s management and the assumptions underlying those projections and pro forma information, including the amounts and the timing of all financial and other performance data, have been reasonably prepared in accordance with industry practice and represent RockTenn management’s and MWV management’s respective best estimates and judgments as of the date of their preparation. With RockTenn’s consent, Blackstone also considered various sensitivities to the financial projections for RockTenn that were prepared by RockTenn’s management. Further, at RockTenn’s direction, Blackstone relied on such financial projections and pro forma financial information, including the Synergies, and Blackstone assumed that the Synergies will be realized in the amounts and at the time projected. Blackstone assumed at RockTenn’s direction no responsibility for and expressed no opinion as to such analyses or forecasts or the assumptions on which they are based. Blackstone also assumed that there have been no material changes in the assets, financial condition, results of operations, business or prospects of RockTenn or MWV since the respective dates of
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the last financial statements made available to Blackstone. Blackstone further relied with RockTenn’s consent upon the assurances of the management of RockTenn and MWV that they are not aware of any facts that would make the information and projections provided by them inaccurate, incomplete or misleading.
Blackstone was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by Blackstone, nor was Blackstone furnished with any such verification and Blackstone did not assume any responsibility or liability for the accuracy or completeness thereof. Blackstone did not conduct a physical inspection of any of the properties or assets of RockTenn or MWV. Blackstone did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of RockTenn or MWV, nor was Blackstone furnished with any such evaluations or appraisals, nor did Blackstone evaluate the solvency of RockTenn or MWV under any state or federal laws.
Blackstone assumed with RockTenn’s consent that the final executed form of the original combination agreement would not differ in any material respects from the latest draft provided to Blackstone and the consummation of the combination will be effected in accordance with the terms and conditions of the original combination agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the combination, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on RockTenn or MWV or the contemplated benefits of the combination. In addition, at RockTenn’s direction, Blackstone assumed that the MWV merger will qualify as a tax-free reorganization for U.S. federal income tax purposes and the RockTenn merger will qualify as a tax-free reorganization for U.S. federal income tax purposes or, alternatively, as a transaction qualifying for nonrecognition of gain and loss under Section 351 of the Internal Revenue Code of 1986, as amended. Blackstone is not a legal, tax or regulatory advisor and relied upon without independent verification the assessment of RockTenn and its legal, tax and regulatory advisors with respect to such matters.
Blackstone did not consider the relative merits of the combination as compared to any other business plan or opportunity that might be available to RockTenn or the effect of any other arrangement in which RockTenn might engage. Blackstone’s opinion was limited to the fairness, from a financial point of view, of the MWV exchange ratio to RockTenn, and Blackstone expressed no opinion as to the RockTenn cash consideration or the fairness of the RockTenn merger to the holders of RockTenn common stock or any other class of securities, creditors or other constituencies of RockTenn or as to the underlying decision by RockTenn to engage in the combination. Blackstone’s opinion does not address any other aspect or implication of the combination, the combination agreement or any other agreement or understanding entered into in connection with the combination or otherwise. Blackstone also expressed no opinion as to the fairness of the amount or nature of the compensation to any of RockTenn’s or MWV’s officers, directors or employees, or any class of such persons, relative to the consideration to be paid to the holders of MWV common stock, RockTenn common stock or otherwise. Blackstone’s opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to Blackstone, as of the date of its opinion. Blackstone did not express any opinion as to the prices or trading ranges at which RockTenn common stock or MWV common stock will trade at any time, either before or after consummation of the combination, or at which Holdings common stock will trade at any time. Furthermore, Blackstone expressed no opinion as to the impact of the combination on the solvency or viability of the surviving corporations in the combination or Holdings or the ability of the surviving corporations in the combination or Holdings to pay their respective obligations when they become due.
Blackstone’s opinion does not constitute a recommendation to any holder of RockTenn common stock as to how such holder should vote with respect to the RockTenn merger or any other matter or as to whether such stockholder should elect to receive the cash consideration or the stock consideration, and should not be relied upon by any shareholder as such. Blackstone assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. Blackstone’s opinion was approved by a fairness committee in accordance with established procedures.
The MWV exchange ratio pursuant to the original combination agreement was determined through negotiations between RockTenn and MWV and was approved by the RockTenn board. Blackstone
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provided advice to the RockTenn board during these negotiations, but did not recommend any specific exchange ratio to RockTenn or the RockTenn board or suggest that any specific exchange ratio constituted the only appropriate exchange ratio for the combination. In addition, Blackstone’s opinion and its presentation to the RockTenn board were one of many factors taken into consideration by the RockTenn board in deciding to approve the combination. Consequently, the analyses as described below should not be viewed as determinative of the opinion of the RockTenn board with respect to the MWV exchange ratio or of whether the RockTenn board would have been willing to agree to a different exchange ratio.
Summary of Financial Analyses
In accordance with customary investment banking practice, Blackstone employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses contained in the presentation that was made by Blackstone to the RockTenn board on January 25, 2015 and that were utilized by Blackstone in connection with providing its opinion. The financial analyses summarized below for each of MWV and RockTenn were based on financial forecasts prepared and furnished to Blackstone by the managements of MWV and RockTenn, respectively. The following summary, however, does not purport to be a complete description of the financial analyses performed by Blackstone, nor does the order of analyses described represent relative importance or weight given to those analyses by Blackstone. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Blackstone’s financial analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 21, 2015, and is not necessarily indicative of current or future market conditions. Blackstone prepared these analyses, for which Blackstone was advised by RockTenn’s management to assume that RockTenn’s shareholders would own 49.5% of the combined company, consistent with the ownership level in the combined company contemplated by the draft original combination agreement as of January 25, 2015, for purposes of providing its opinion to the RockTenn board as to the fairness, from a financial point of view, of the MWV exchange ratio to the holders of RockTenn common stock.
Sum-of-the-Parts Analysis
MWV.   Blackstone performed an analysis of MWV on a sum-of-the-parts basis by performing a separate selected company analysis for the following MWV business segments, in each case based upon projections and other financial information provided by MWV’s management. The sum-of-the-parts analysis for MWV valued MWV based upon the implied values for the following four business segments of MWV:

Food & Beverage

Industrial

Home, Health & Beauty

Specialty Chemicals
For purposes of this analysis, Blackstone reviewed certain financial information for each of MWV’s four business segments and financial information, ratios and public market multiples for the following publicly-traded paperboard companies (the “MWV Selected Paperboard Companies”), dispensing companies (the “MWV Selected Dispensing Companies”), specialty chemicals companies (the “MWV Selected Specialty Chemicals Companies”) and one containerboard company (the “MWV Selected Containerboard Company” and, together with the MWV Selected Paperboard Companies, MWV Selected Dispensing Companies, and MWV Selected Specialty Chemicals Companies, the “MWV Selected Companies”), which, in the exercise of its professional judgment, Blackstone deemed to be relevant to its analysis:
MWV Selected Paperboard Companies:

Graphic Packaging Holding Company

Sonoco Products Company
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MWV Selected Dispensing Companies:

AptarGroup, Inc.

Berry Plastics Group, Inc.
MWV Selected Specialty Chemicals Companies:

Albemarle Corporation

Calgon Carbon Corporation

Eastman Chemical Company

H.B. Fuller Company

NewMarket Corporation

Rayonier Advanced Materials Inc.

W. R. Grace & Co.
MWV Selected Containerboard Company:

Klabin S.A.
Blackstone obtained financial metrics and projections for the MWV Selected Companies from public company filings and Wall Street equity research. In its analysis, Blackstone derived multiples for the MWV Selected Companies, calculated as total enterprise value, meaning market capitalization plus net debt plus tax-effected net unfunded pension liabilities plus liquidation preference of preferred stock and minority interest (“TEV”), as a multiple of estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for calendar year 2015, which is referred to below as “TEV/2015E EBITDA”.
The results of this analysis are summarized in the following table:
TEV/2015E EBITDA
Low
High
Mean
Median
MWV Selected Paperboard Companies
8.8x 9.0x 8.9x 8.9x
MWV Selected Dispensing Companies
8.7x 9.6x 9.2x 9.2x
MWV Selected Specialty Chemicals Companies
7.6x 13.4x 9.7x