RockTenn Commences Registered Exchange Offers for its 4.450% Senior Notes due 2019, 3.500% Senior Notes due 2020, 4.900% Senior

  RockTenn Commences Registered Exchange Offers for its 4.450% Senior Notes
  due 2019, 3.500% Senior Notes due 2020, 4.900% Senior Notes due 2022 and
  4.000% Senior Notes due 2023

Business Wire

NORCROSS, Ga. -- February 21, 2013

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 Tender of Original Notes may be withdrawn at any time prior to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:

      The Bank of New York Mellon Trust Company, N.A., as Exchange Agent
                 c/o The Bank of New York Mellon Corporation
               Corporate Trust Operations - Reorganization Unit
                          111 Sanders Creek Parkway
                           East Syracuse, NY 13057
                           Attention: Adam DeCapio

This press release shall not constitute an offer to exchange nor a
solicitation of an offer to exchange the Original Notes. The exchange offers
are being made only pursuant to the Prospectus and the related letter of
transmittal and only to such persons and in such jurisdictions as is permitted
under applicable law.

About RockTenn:

RockTenn (NYSE: RKT) is one of North America’s leading integrated
manufacturers of corrugated and consumer packaging. RockTenn’s 26,000
employees are committed to exceeding their customers’ expectations – every
time. The Company operates locations in the United States, Canada, Mexico,
Chile, Argentina and China.

Contact:

RockTenn
John Stakel, 678-291-7901
Senior Vice President-Treasurer
jstakel@rocktenn.com
 
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