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RockTenn (NYSE: RKT) announced today offers (each an “exchange offer” and collectively the “exchange offers”) to exchange all of its outstanding 4.450% Senior Notes due 2019 (the “Original 2019 Notes”) for its 4.450% Senior Notes due 2019, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange 2019 Notes”), 3.500% Senior Notes due 2020 (the “Original 2020 Notes”) for its 3.500% Senior Notes due 2020, which have been registered under the Securities Act (the “Exchange 2020 Notes”), 4.900% Senior Notes due 2022 (the “Original 2022 Notes”) for its 4.900% Senior Notes due 2022, which have been registered under the Securities Act (the “Exchange 2022 Notes”) and 4.000% Senior Notes due 2023 (the “Original 2023 Notes” and, together with the Original 2019 Notes, the Original 2020 Notes and the Original 2022 Notes, the “Original Notes” and each an “Original Note”) for its 4.000% Senior Notes due 2023, which have been registered under the Securities Act (the “Exchange 2023 Notes” and, together with the Exchange 2019 Notes, the Exchange 2020 Notes and the Exchange 2022 Notes, the “Exchange Notes”).
The exchange offers will expire at 5:00 p.m., New York City time, on March 21, 2013, subject to RockTenn’s right to extend the expiration date for any exchange offer. Tender of Original Notes may be withdrawn at any time prior to the expiration date.
The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.
The terms of the exchange offers and other information relating to RockTenn are set forth in the prospectus dated February 21, 2013 (the “Prospectus”) and the related letter of transmittal. Holders of the Original Notes may obtain the Prospectus and related letter of transmittal through The Bank of New York Mellon Trust Company, N.A., which is serving as the exchange agent in connection with the exchange offers. The Bank of New York Mellon Trust Company, N.A.’s address and telephone number are as follows: