Pursuant to the Agreement and Plan of Merger, each outstanding share of Smurfit-Stone common stock (other than dissenting shares), has been converted into the right to receive $17.50 in cash and 0.30605 of a share of RockTenn class A common stock.
Pursuant to the Agreement and Plan of Merger, Timothy J Bernlohr, Terrell K Crews, and Ralph F Hake have joined the RockTenn board of directors from the Smurfit-Stone board of directors, increasing the number of directors from 10 to 13.
RockTenn chairman and CEO James A Rubright said: “We’re pleased with the strong support that RockTenn and Smurfit-Stone shareholders had for this transaction and are excited about the opportunity to create additional value for our customers, shareholders and employees.
“The acquisition of Smurfit-Stone brings us one step closer to making RockTenn the most respected and profitable integrated paperboard and packaging company in North America. We welcome the former Smurfit-Stone customers to RockTenn and look forward to providing them with exceptional product quality and service.”
In conjunction with the acquisition of Smurfit-Stone, RockTenn closed on $4.3bn of debt financing, consisting of a $1.475bn, 5-year revolving credit facility; a $1.475bn, 5-year term loan facility; a $750m, 7-year term loan facility and a $625m, 3-year accounts receivable securitization facility.
The borrowings under the new debt facilities were used in part to finance the merger, to repay outstanding indebtedness of Smurfit-Stone, to refinance RockTenn’s existing credit facilities, to pay for fees and expenses incurred in connection with the acquisition of Smurfit-Stone and to provide liquidity for general corporate purposes of approximately $1bn.
Source: RockTenn
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