Meadwestvaco Corp.

On July 1, 2015 (the “Closing Date”), pursuant to the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 (the “Business Combination Agreement”), by and among WestRock Company (formerly known as Rome-Milan Holdings, Inc.), a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation (“RockTenn”), MeadWestvaco Corporation, a Delaware corporation (“MWV”), Rome Merger Sub, Inc., a Georgia corporation (“RockTenn Merger Sub”), and Milan Merger Sub, LLC, a Delaware limited liability company (“MWV Merger Sub”), RockTenn and MWV completed a strategic combination of their respective businesses. Pursuant to the Business Combination Agreement, (i) RockTenn Merger Sub was merged with and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiary of WestRock, and (ii) MWV Merger Sub was merged with and into MWV, with MWV surviving the merger as a wholly owned subsidiary of WestRock (collectively, the “Combination”). The shares of both RockTenn Class A common stock, par value $0.01 per share, and MWV common stock, par value $0.01 per share, were suspended from trading on the New York Stock Exchange (“NYSE”) prior to the open of trading on July 2, 2015. The business currently conducted by WestRock is the combined businesses conducted by RockTenn and MWV prior to the Combination.

 Following the Combination, the public bonds and certain industrial development bonds (“IDBs”) of RockTenn and MWV are guaranteed by WestRock and the RockTenn public bonds, MWV public bonds and certain IDBs have cross-guarantees by MWV and RockTenn, respectively, as outlined in the WestRock Current Report on Form 8-K filed on July 2, 2015.

 

10-Q