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RKT > SEC Filings for RKT > Form 8-K on 29-May-2009All Recent SEC Filings

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Form 8-K for ROCK-TENN CO


29-May-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligatio


Item 1.01. Entry into a Material Definitive Agreement.

On May 29, 2009, Rock-Tenn Company ("RockTenn") issued $100 million aggregate principal amount of 9 1/4% senior notes due 2016 (the "Additional Notes") in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The press release announcing the offering is incorporated herein as Exhibit 99.1. The Additional Notes were issued pursuant to the Indenture, dated as of March 5, 2008 (the "Base Indenture"), by and among RockTenn, the guarantors listed therein and HSBC Bank USA, National Association, as Trustee, as supplemented by the Supplemental Indenture on March 16, 2009 (the "First Supplemental Indenture") and by the Second Supplemental Indenture on May 29, 2009 (the "Second Supplemental Indenture" and together with the Base Indenture and the First Supplemental Indenture, the "Indenture"). The First Supplemental Indenture was entered into to add Solvay Paperboard LLC, a subsidiary of RockTenn, as a guarantor under the Indenture. The Second Supplemental Indenture was entered into to provide for and confirm the issuance of the Additional Notes. The material terms of the Base Indenture are more fully described on RockTenn's Current Report on Form 8-K filed on March 11, 2008.

The foregoing summary is qualified in its entirety by reference to the complete text of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, copies of which are incorporated by reference herein as Exhibits 4.1, 4.2 and 4.3, respectively.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.



Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 1.01 above is incorporated by reference into this Item 3.03.



Item 8.01. Other Events.

On May 29, 2009, RockTenn issued a press release announcing the expiration and final results of its previously announced cash tender offer for up to $100 million aggregate principal amount of its 8.20% senior notes due 2011 (the "Notes"). $93,347,000 in aggregate principal amount of the Notes were validly tendered in the tender offer. A copy of the press release is incorporated herein as Exhibit 99.2.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No. Description

4.1 Indenture, dated as of March 5, 2008, by and among Rock-Tenn Company, the guarantors party thereto and HSBC Bank USA, National Association as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on March 11, 2008).

4.2 Supplemental Indenture, dated as of March 16, 2009, by and among Solvay Paperboard LLC, Rock-Tenn Company and HSBC Bank USA, National Association as Trustee.

4.3 Second Supplemental Indenture, dated as of May 29, 2009, by and among Rock-Tenn Company, the guarantors party thereto and HSBC Bank USA, National Association as Trustee.

99.1 Press Release dated May 14, 2008 (incorporated by reference to Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed on May 14, 2008).

99.2 Press Release dated May 29, 2009.


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