Monday, January 24, 2011
Career Corner Added to Marshall Co. Library
In an effort to extend the outreach of the Tennessee Career Center, the Marshall County Memorial Library and the TN Career Center in Lewisburg have established a "Career Corner" in the library. The Career Corner will be manned from 5 to 7:30 p.m. Monday and Thursday and 11:30 a.m to 4:30 p.m. Saturday, to give job seekers instruction on Resume/Cover Letter Writing, Job Search Methods, and other Career Center resources. For more information on the "Career Corner" contact Murenda Frierson at 931-375-4210 or to learn more about the TN Career Center services call 359-9726 or go to www.sctworkforce.org.
RockTenn to Acquire Smurfit-Stone Container Corp. Creating a $9 Billion Leader in the North American Paperboard Packaging Market
RockTenn (NYSE:RKT) and Smurfit-Stone Container Corporation (NYSE:SSCC) today announced that the Boards of Directors of both companies have approved a definitive agreement under which Smurfit-Stone will become a wholly owned subsidiary of RockTenn. The aggregate consideration, consisting of 50% cash and 50% RockTenn stock, is valued at $35 per-share of Smurfit-Stone common stock, and represents a 27% premium to Smurfit-Stone's closing stock price on January 21, 2011. The aggregate equity value of the transaction, based on the closing price of RockTenn's common stock on January 21, 2011, is approximately $3.5 billion.
This strategic transaction, unanimously approved by the Boards of Directors of both companies, will create a $9 billion leader in the North American paperboard packaging market. Upon closing, RockTenn will maintain its headquarters in Norcross, GA.
Smurfit-Stone is one of the industry's leading integrated containerboard and corrugated packaging producers and one of the world's largest paper recyclers. Smurfit-Stone has manufacturing mill capacity of 7.0 million tons, and when combined, RockTenn will have 9.4 million tons of total production capacity, including 7.5 million tons of mill production in the attractive containerboard market.
RockTenn's Chairman and Chief Executive Officer, James A. Rubright said, "RockTenn's acquisition of Smurfit-Stone is another major step in our transformation of RockTenn to be the most respected company in our business with a laser focus on exceeding our customers' expectations and creating long term shareholder value. The containerboard and corrugated packaging industry is a very good business and U.S. virgin containerboard is a highly strategic global asset. With this acquisition, RockTenn's fiber input ratio will be 55% virgin and 45% recycled. We believe this transaction provides the greatest possible career opportunities for our co-workers from both companies."
Smurfit-Stone's Chief Executive Officer Patrick J. Moore said, "The Smurfit-Stone management team and the board of directors are sharply focused on creating value for shareholders. This transaction immediately achieves this objective, creating a stronger combined company that is well positioned to deliver long-term value to shareholders and high-quality, innovative packaging solutions to its valued customers."
Combined RockTenn and Smurfit-Stone
#2 producer of North American containerboard
#2 producer of coated recycled board
Management team with strong record of shareholder value creation and excellent record of integrating acquisitions
Balanced fiber input mix with 55% virgin fiber and 45% recycled fiber
Expands Rock-Tenn's geographic footprint to the Midwest and West Coast
Opportunity to recognize benefits from approximately $500 million of NOLs at Smurfit-Stone
Conservative capital structure with significant liquidity
Opportunity to improve results through cost reduction and capital investment
Transaction Summary
Smurfit-Stone will become a wholly owned subsidiary of RockTenn. For each share of Smurfit-Stone common stock, Smurfit-Stone stockholders will be entitled to receive 0.30605 shares of RockTenn common stock and $17.50 in cash, representing 50% cash and 50% stock. The aggregate consideration is $35 per Smurfit-Stone common share. The consideration represents a 27% premium to Smurfit-Stone's closing stock price on January 21, 2011.
The aggregate purchase price being paid for Smurfit-Stone's equity in the transaction is approximately $3.5 billion, consisting of approximately $1.8 billion of cash and the issuance of 30.9 million shares of RockTenn common stock. Following the acquisition, RockTenn shareholders will own approximately 56% and Smurfit-Stone shareholders will own 44% of the combined company.
In addition to the equity consideration, RockTenn will assume Smurfit-Stone's net debt and pension liabilities. As of December 31, 2010 Smurfit-Stone's net debt was $0.7 billion and its pension liabilities were $1.1 billion ($0.7 billion after-tax). RockTenn has received $3.7 billion in committed bank financing from Wells Fargo Bank N.A., Rabobank and SunTrust Bank to finance the cash portion of the transaction, to refinance existing debt and to provide liquidity for the combined operations.
The purchase price, including Smurfit-Stone's net debt and after-tax pension liability as of December 31, 2010, represents a multiple of 6.1x Smurfit-Stone's annualized adjusted EBITDA of $820 million for the three months ended December 31, 2010.
The transaction is expected to close in the second calendar quarter of 2011 and is subject to customary closing conditions, regulatory approvals, as well as approval by both RockTenn and Smurfit-Stone stockholders.
Advisors
Wells Fargo Securities acted as exclusive financial advisor to RockTenn and King & Spalding LLP acted as legal counsel. Smurfit-Stone's financial advisor was Lazard and its legal advisor was Wachtell, Lipton, Rosen & Katz.
Conference Call and Webcast
RockTenn will host a conference call to discuss our results of operations for the first quarter of fiscal 2011, our acquisition of Smurfit-Stone Container Corporation and other topics that may be raised during the discussion at 8:30 a.m., Eastern Time, on Monday, January 24, 2011. The conference call will be webcast live with an accompanying slide presentation, along with a copy of this press release, at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=1&md5=73a5efc4fee48be3cacf90489cd0623e.
Conference Call and Webcast
Monday, Jan. 24, 2011 - 8:30 a.m. Eastern Time
Conference call number: U.S. (888) 790-4710
This strategic transaction, unanimously approved by the Boards of Directors of both companies, will create a $9 billion leader in the North American paperboard packaging market. Upon closing, RockTenn will maintain its headquarters in Norcross, GA.
Smurfit-Stone is one of the industry's leading integrated containerboard and corrugated packaging producers and one of the world's largest paper recyclers. Smurfit-Stone has manufacturing mill capacity of 7.0 million tons, and when combined, RockTenn will have 9.4 million tons of total production capacity, including 7.5 million tons of mill production in the attractive containerboard market.
RockTenn's Chairman and Chief Executive Officer, James A. Rubright said, "RockTenn's acquisition of Smurfit-Stone is another major step in our transformation of RockTenn to be the most respected company in our business with a laser focus on exceeding our customers' expectations and creating long term shareholder value. The containerboard and corrugated packaging industry is a very good business and U.S. virgin containerboard is a highly strategic global asset. With this acquisition, RockTenn's fiber input ratio will be 55% virgin and 45% recycled. We believe this transaction provides the greatest possible career opportunities for our co-workers from both companies."
Smurfit-Stone's Chief Executive Officer Patrick J. Moore said, "The Smurfit-Stone management team and the board of directors are sharply focused on creating value for shareholders. This transaction immediately achieves this objective, creating a stronger combined company that is well positioned to deliver long-term value to shareholders and high-quality, innovative packaging solutions to its valued customers."
Combined RockTenn and Smurfit-Stone
#2 producer of North American containerboard
#2 producer of coated recycled board
Management team with strong record of shareholder value creation and excellent record of integrating acquisitions
Balanced fiber input mix with 55% virgin fiber and 45% recycled fiber
Expands Rock-Tenn's geographic footprint to the Midwest and West Coast
Opportunity to recognize benefits from approximately $500 million of NOLs at Smurfit-Stone
Conservative capital structure with significant liquidity
Opportunity to improve results through cost reduction and capital investment
Transaction Summary
Smurfit-Stone will become a wholly owned subsidiary of RockTenn. For each share of Smurfit-Stone common stock, Smurfit-Stone stockholders will be entitled to receive 0.30605 shares of RockTenn common stock and $17.50 in cash, representing 50% cash and 50% stock. The aggregate consideration is $35 per Smurfit-Stone common share. The consideration represents a 27% premium to Smurfit-Stone's closing stock price on January 21, 2011.
The aggregate purchase price being paid for Smurfit-Stone's equity in the transaction is approximately $3.5 billion, consisting of approximately $1.8 billion of cash and the issuance of 30.9 million shares of RockTenn common stock. Following the acquisition, RockTenn shareholders will own approximately 56% and Smurfit-Stone shareholders will own 44% of the combined company.
In addition to the equity consideration, RockTenn will assume Smurfit-Stone's net debt and pension liabilities. As of December 31, 2010 Smurfit-Stone's net debt was $0.7 billion and its pension liabilities were $1.1 billion ($0.7 billion after-tax). RockTenn has received $3.7 billion in committed bank financing from Wells Fargo Bank N.A., Rabobank and SunTrust Bank to finance the cash portion of the transaction, to refinance existing debt and to provide liquidity for the combined operations.
The purchase price, including Smurfit-Stone's net debt and after-tax pension liability as of December 31, 2010, represents a multiple of 6.1x Smurfit-Stone's annualized adjusted EBITDA of $820 million for the three months ended December 31, 2010.
The transaction is expected to close in the second calendar quarter of 2011 and is subject to customary closing conditions, regulatory approvals, as well as approval by both RockTenn and Smurfit-Stone stockholders.
Advisors
Wells Fargo Securities acted as exclusive financial advisor to RockTenn and King & Spalding LLP acted as legal counsel. Smurfit-Stone's financial advisor was Lazard and its legal advisor was Wachtell, Lipton, Rosen & Katz.
Conference Call and Webcast
RockTenn will host a conference call to discuss our results of operations for the first quarter of fiscal 2011, our acquisition of Smurfit-Stone Container Corporation and other topics that may be raised during the discussion at 8:30 a.m., Eastern Time, on Monday, January 24, 2011. The conference call will be webcast live with an accompanying slide presentation, along with a copy of this press release, at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=1&md5=73a5efc4fee48be3cacf90489cd0623e.
Conference Call and Webcast
Monday, Jan. 24, 2011 - 8:30 a.m. Eastern Time
Conference call number: U.S. (888) 790-4710
Passcode: ROCKTENN (Please dial in 10 minutes before conference call start time)
The call will also be webcast and available at: http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=2&md5=0314d05a1c39c814d2021def816f788f
Replays
A replay of the conference call will be available through March 15, 2011 at U.S. (866) 351-2785 Passcode: ROCKTENN
A replay of the webcast will be available at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=3&md5=1e8eadfba661b54646c0bdc50b6a083e
About RockTenn Company
RockTenn (NYSE:RKT) is one of North America's leading manufacturers of paperboard, containerboard and consumer and corrugated packaging, with annual net sales of $3 billion. RockTenn's 10,400 employees are committed to exceeding their customers' expectations - every time. The Company operates locations in the United States, Canada, Mexico, Chile and Argentina. For more information, visit http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=4&md5=6f0bb99a998436d424163cfa45b7ccd2.
About Smurfit-Stone Container Corporation
Smurfit-Stone Container Corporation is one of the industry's leading integrated containerboard and corrugated packaging producers and one of the world's largest paper recyclers. Smurfit-Stone generated net sales of $6.3 billion in 2010, has led the industry in safety every year since 2001, and conducts its business in compliance with the environmental, health, and safety principles of the American Forest & Paper Association. The company is a member of the Sustainable Forestry Initiative(R).
Cautionary Statement Regarding Forward-Looking Information
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "may," "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast," and other words and terms of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. RockTenn and Smurfit-Stone caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements regarding the anticipated closing date of the transaction, the successful closing of the transaction and the integration of Smurfit-Stone as well as opportunities for operational improvement including but not limited to cost reduction and capital investment, the strategic opportunity and perceived value to RockTenn and Smurfit-Stone's shareholders of the transaction, the opportunity to recognize benefits from Smurfit-Stone's NOLs, the transaction's impact on, among other things, RockTenn's business mix, margins, transitional costs and integration to achieve the synergies and the timing of such costs and synergies and earnings. With respect to these statements, RockTenn and Smurfit-Stone have made assumptions regarding, among other things, whether and when the proposed transaction will be approved; whether and when the proposed transaction will close; the availability of financing on satisfactory terms; the amount of debt RockTenn will assume; the results and impacts of the acquisition; preliminary purchase price allocations which may include material adjustments to the preliminary fair values of the acquired assets and liabilities; economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in RockTenn and Smurfit-Stone's businesses and possible adverse actions of our respective customers, competitors and suppliers. Further, Rock-Tenn and Smurfit-Stone's businesses are subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for their products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; and adverse changes in general market and industry conditions. Such risks and other factors that may impact management's assumptions are more particularly described in RockTenn and Smurfit-Stone's filings with the Securities and Exchange Commission, including under the caption "Business - Forward-Looking Information" and "Risk Factors" in RockTenn's Annual Report on Form 10-K for the most recently ended fiscal year and "Business - Risk Factors" and "Forward-Looking Information" in Smurfit-Stone's Annual Report on Form 10-K for the most recently ended fiscal year. The information contained herein speaks as of the date hereof and neither RockTenn nor Smurfit-Stone have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, RockTenn and Smurfit-Stone will be filing documents with the Securities and Exchange Commission (the "SEC"), including the filing by RockTenn of a registration statement on Form S-4 that will include a joint proxy statement of RockTenn and Smurfit-Stone that also constitutes a prospectus of RockTenn. RockTenn and Smurfit-Stone stockholders are urged to read the registration statement on Form S-4 and the related joint proxy statement/prospectus when they become available, as well as other documents filed with the SEC, because they will contain important information. The final joint proxy statement/prospectus will be mailed to stockholders of RockTenn and stockholders of Smurfit-Stone. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=6582309&lan=en-US&anchor=www.sec.gov&index=5&md5=80cd8fb1eceb5b8cd3b8a365bbe4f742, or by contacting John Stakel, VP-Treasurer, RockTenn Investor Relations at (678) 291-7901 or Smurfit-Stone Investor Relations at (314) 656-5553 or Smurfit-Stone Media Relations at (314) 656-5827 Participants in the Merger Solicitation
RockTenn, Smurfit-Stone and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information concerning RockTenn's executive officers and directors is set forth in its definitive proxy statement filed with the SEC on December 17, 2010. Information concerning Smurfit-Stone's executive officers and directors is set forth in its annual report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 2, 2010, and in its current report on Form 8-K filed on July 7, 2010. Additional information regarding the interests of participants of RockTenn and Smurfit-Stone in the solicitation of proxies in respect of the transaction will be included in the above-referenced registration statement on Form S-4 and joint proxy statement/prospectus when it becomes available. You can obtain free copies of these documents from RockTenn and Smurfit-Stone using the contact information above.
Pro Forma Adjusted EBITDA (as defined)
Pro Forma Adjusted EBITDA is calculated as the sum of RockTenn's Credit Agreement EBITDA and Smurfit-Stone's Adjusted EBITDA plus pro forma adjustments consistent with the two. Our definitions of Pro Forma Adjusted EBITDA may differ from other similarly titled measures at other companies.
Credit Agreement EBITDA
RockTenn's "Credit Agreement EBITDA" is calculated in accordance with the definition contained in our existing Senior Credit Facility. Credit Agreement EBITDA is generally defined as Consolidated Net Income plus: consolidated interest expense, income taxes of the consolidated companies determined in accordance with GAAP, depreciation and amortization expense of the consolidated companies determined in accordance with GAAP, certain non-cash and cash charges incurred, and charges taken resulting from the impact of changes to accounting rules related to the expensing of stock options.
Smurfit-Stone's Adjusted EBITDA
Smurfit-Stone's EBITDA is generally defined as Net income plus: interest expense, income taxes, interest expense, net and depreciation, depletion and amortization. Adjusted EBITDA is defined as EBITDA adjusted for reorganization items, restructuring charges and gain or loss on disposal of assets.
The following pro forma financial information is based on the pro forma combination of the three months ended December 31, 2010 results for Rock-Tenn and Smurfit-Stone and an estimate of a preliminary purchase price allocation. The pro forma diluted income per share of combined Rock-Tenn was $1.48 per share indicating an accretion of $0.21 per share for the three months ended December 31, 2010.
Summary Financial Results
(In millions, except per share data)
Historical
RockTenn
Pro Forma
Combined
Net Sales
$
761.1
$
2,389.1
Credit Agreement EBITDA / Pro Forma Adjusted EBITDA
$
132.1
$
336.9
Net Income
$
50.3
$
105.0
Diluted Earnings Per Share
$
1.27
$
1.48
Pro Forma Accretion
$
0.21
Net sales for the combined entity are subject to further modification to identify and eliminate intercompany sales. Pro forma adjustments to net income primarily consist of adjustments to depreciation and amortization and interest expense related to the purchase price, an adjustment to add back Smurfit-Stone's reorganization items and an adjustment to eliminate restructuring costs. Not all of these adjustments would be reflected in the pro forma financial information included in a document filed with the Securities and Exchange Commission.
Set forth below is a reconciliation of Credit Agreement EBITDA and Pro Forma Adjusted EBITDA for the three months ended December 31, 2010, to the most directly comparable GAAP measure, Consolidated Net Income. We have made certain reclassifications to Smurfit-Stone amounts or descriptions to conform to our presentation.
RockTenn
Smurfit-
Stone
Pro Forma
Adj.
Pro Forma
Combined
Consolidated Net Income
$
51.3
$
49.0
$
5.7
$
106.0
Interest Expense, net
15.1
22.0
2.4
39.5
Income Taxes
27.3
27.0
3.2
57.5
Depreciation and Amortization
36.7
85.0
12.1
133.8
Additional Permitted Charges and other
1.7
22.0
(23.6
)
0.1
Credit Agreement EBITDA / Adjusted EBITDA / Pro Forma Adjusted EBITDA
$
132.1
$
205.0
$
(0.2
)
$
336.9
SOURCE: RockTenn RockTennInvestor Relations:John Stakel, VP-Treasurer, 678-291-7901 orSmurfit-StoneInvestor Relations, 314-656-5553 or Media Relations, 314-656-5827
The call will also be webcast and available at: http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=2&md5=0314d05a1c39c814d2021def816f788f
Replays
A replay of the conference call will be available through March 15, 2011 at U.S. (866) 351-2785 Passcode: ROCKTENN
A replay of the webcast will be available at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=3&md5=1e8eadfba661b54646c0bdc50b6a083e
About RockTenn Company
RockTenn (NYSE:RKT) is one of North America's leading manufacturers of paperboard, containerboard and consumer and corrugated packaging, with annual net sales of $3 billion. RockTenn's 10,400 employees are committed to exceeding their customers' expectations - every time. The Company operates locations in the United States, Canada, Mexico, Chile and Argentina. For more information, visit http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.rocktenn.com&esheet=6582309&lan=en-US&anchor=www.rocktenn.com&index=4&md5=6f0bb99a998436d424163cfa45b7ccd2.
About Smurfit-Stone Container Corporation
Smurfit-Stone Container Corporation is one of the industry's leading integrated containerboard and corrugated packaging producers and one of the world's largest paper recyclers. Smurfit-Stone generated net sales of $6.3 billion in 2010, has led the industry in safety every year since 2001, and conducts its business in compliance with the environmental, health, and safety principles of the American Forest & Paper Association. The company is a member of the Sustainable Forestry Initiative(R).
Cautionary Statement Regarding Forward-Looking Information
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "may," "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast," and other words and terms of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. RockTenn and Smurfit-Stone caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements regarding the anticipated closing date of the transaction, the successful closing of the transaction and the integration of Smurfit-Stone as well as opportunities for operational improvement including but not limited to cost reduction and capital investment, the strategic opportunity and perceived value to RockTenn and Smurfit-Stone's shareholders of the transaction, the opportunity to recognize benefits from Smurfit-Stone's NOLs, the transaction's impact on, among other things, RockTenn's business mix, margins, transitional costs and integration to achieve the synergies and the timing of such costs and synergies and earnings. With respect to these statements, RockTenn and Smurfit-Stone have made assumptions regarding, among other things, whether and when the proposed transaction will be approved; whether and when the proposed transaction will close; the availability of financing on satisfactory terms; the amount of debt RockTenn will assume; the results and impacts of the acquisition; preliminary purchase price allocations which may include material adjustments to the preliminary fair values of the acquired assets and liabilities; economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in RockTenn and Smurfit-Stone's businesses and possible adverse actions of our respective customers, competitors and suppliers. Further, Rock-Tenn and Smurfit-Stone's businesses are subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for their products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; and adverse changes in general market and industry conditions. Such risks and other factors that may impact management's assumptions are more particularly described in RockTenn and Smurfit-Stone's filings with the Securities and Exchange Commission, including under the caption "Business - Forward-Looking Information" and "Risk Factors" in RockTenn's Annual Report on Form 10-K for the most recently ended fiscal year and "Business - Risk Factors" and "Forward-Looking Information" in Smurfit-Stone's Annual Report on Form 10-K for the most recently ended fiscal year. The information contained herein speaks as of the date hereof and neither RockTenn nor Smurfit-Stone have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, RockTenn and Smurfit-Stone will be filing documents with the Securities and Exchange Commission (the "SEC"), including the filing by RockTenn of a registration statement on Form S-4 that will include a joint proxy statement of RockTenn and Smurfit-Stone that also constitutes a prospectus of RockTenn. RockTenn and Smurfit-Stone stockholders are urged to read the registration statement on Form S-4 and the related joint proxy statement/prospectus when they become available, as well as other documents filed with the SEC, because they will contain important information. The final joint proxy statement/prospectus will be mailed to stockholders of RockTenn and stockholders of Smurfit-Stone. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=6582309&lan=en-US&anchor=www.sec.gov&index=5&md5=80cd8fb1eceb5b8cd3b8a365bbe4f742, or by contacting John Stakel, VP-Treasurer, RockTenn Investor Relations at (678) 291-7901 or Smurfit-Stone Investor Relations at (314) 656-5553 or Smurfit-Stone Media Relations at (314) 656-5827 Participants in the Merger Solicitation
RockTenn, Smurfit-Stone and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information concerning RockTenn's executive officers and directors is set forth in its definitive proxy statement filed with the SEC on December 17, 2010. Information concerning Smurfit-Stone's executive officers and directors is set forth in its annual report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 2, 2010, and in its current report on Form 8-K filed on July 7, 2010. Additional information regarding the interests of participants of RockTenn and Smurfit-Stone in the solicitation of proxies in respect of the transaction will be included in the above-referenced registration statement on Form S-4 and joint proxy statement/prospectus when it becomes available. You can obtain free copies of these documents from RockTenn and Smurfit-Stone using the contact information above.
Pro Forma Adjusted EBITDA (as defined)
Pro Forma Adjusted EBITDA is calculated as the sum of RockTenn's Credit Agreement EBITDA and Smurfit-Stone's Adjusted EBITDA plus pro forma adjustments consistent with the two. Our definitions of Pro Forma Adjusted EBITDA may differ from other similarly titled measures at other companies.
Credit Agreement EBITDA
RockTenn's "Credit Agreement EBITDA" is calculated in accordance with the definition contained in our existing Senior Credit Facility. Credit Agreement EBITDA is generally defined as Consolidated Net Income plus: consolidated interest expense, income taxes of the consolidated companies determined in accordance with GAAP, depreciation and amortization expense of the consolidated companies determined in accordance with GAAP, certain non-cash and cash charges incurred, and charges taken resulting from the impact of changes to accounting rules related to the expensing of stock options.
Smurfit-Stone's Adjusted EBITDA
Smurfit-Stone's EBITDA is generally defined as Net income plus: interest expense, income taxes, interest expense, net and depreciation, depletion and amortization. Adjusted EBITDA is defined as EBITDA adjusted for reorganization items, restructuring charges and gain or loss on disposal of assets.
The following pro forma financial information is based on the pro forma combination of the three months ended December 31, 2010 results for Rock-Tenn and Smurfit-Stone and an estimate of a preliminary purchase price allocation. The pro forma diluted income per share of combined Rock-Tenn was $1.48 per share indicating an accretion of $0.21 per share for the three months ended December 31, 2010.
Summary Financial Results
(In millions, except per share data)
Historical
RockTenn
Pro Forma
Combined
Net Sales
$
761.1
$
2,389.1
Credit Agreement EBITDA / Pro Forma Adjusted EBITDA
$
132.1
$
336.9
Net Income
$
50.3
$
105.0
Diluted Earnings Per Share
$
1.27
$
1.48
Pro Forma Accretion
$
0.21
Net sales for the combined entity are subject to further modification to identify and eliminate intercompany sales. Pro forma adjustments to net income primarily consist of adjustments to depreciation and amortization and interest expense related to the purchase price, an adjustment to add back Smurfit-Stone's reorganization items and an adjustment to eliminate restructuring costs. Not all of these adjustments would be reflected in the pro forma financial information included in a document filed with the Securities and Exchange Commission.
Set forth below is a reconciliation of Credit Agreement EBITDA and Pro Forma Adjusted EBITDA for the three months ended December 31, 2010, to the most directly comparable GAAP measure, Consolidated Net Income. We have made certain reclassifications to Smurfit-Stone amounts or descriptions to conform to our presentation.
RockTenn
Smurfit-
Stone
Pro Forma
Adj.
Pro Forma
Combined
Consolidated Net Income
$
51.3
$
49.0
$
5.7
$
106.0
Interest Expense, net
15.1
22.0
2.4
39.5
Income Taxes
27.3
27.0
3.2
57.5
Depreciation and Amortization
36.7
85.0
12.1
133.8
Additional Permitted Charges and other
1.7
22.0
(23.6
)
0.1
Credit Agreement EBITDA / Adjusted EBITDA / Pro Forma Adjusted EBITDA
$
132.1
$
205.0
$
(0.2
)
$
336.9
SOURCE: RockTenn RockTennInvestor Relations:John Stakel, VP-Treasurer, 678-291-7901 orSmurfit-StoneInvestor Relations, 314-656-5553 or Media Relations, 314-656-5827
Thursday, January 20, 2011
Thursday, January 13, 2011
Ace Bayou to Add Jobs in Lewisburg
For fifteen years, Ace Bayou has been putting people to work in Marshall County and thanks to a new expansion project the company will be adding even more employees to its manufacturing base in Lewisburg.
Ace Bayou manufactured over 1 million bean bags in 2010 but has also made a hit with its game chairs – seats for people to use while playing video games. Along with its pet furniture manufacturing operation, ABC Pets, and Radiation Protection Products that manufactures a full line of radiation shielding, nuclear shielding and industrial lead products, Ace Bayou is extending its operations with a new project that is expected to create 100 jobs in Lewisburg.
Details of the new product line will be announced soon but the new project has the company in the process of purchasing the Sanford Building in Lewisburg, a 227,000 square foot facility located just off Ellington Parkway.
“We are just thrilled with the prospect of this new project by Ace Bayou,” said Greg Lowe, Lewisburg Director of Economic Development. “Ace Bayou has been a great manufacturer in Marshall County and this shows their commitment to this community and its workforce potential.”
Ace Bayou is expected to hire at least 100 new workers for this project and is projecting that number to grow throughout 2011 and into 2012. This could more than double its current workforce.
“We think it’s good news for the county,” said “Greg Hykes, Ace Bayou General Manager. “We appreciate the help and support of the Lewisburg Industrial Development Board and the Lewisburg City Council during this process.”
Marshall County has experienced high unemployment rates in the past several months and welcomes the prospect of putting more people to work.
“Existing industry has always been the creator of jobs for communities and I hope this is a sign of more positive news to come for Marshall County,” Lowe said. “We have a Council and an Industrial Development Board with the experience and the commitment to move us forward. And by continuing to work with the State of Tennessee Department of Economic Development, the Marshall County JECDB and agencies such as the South Central Tennessee Development District, the South Central Tennessee Workforce Board, USDA Rural Development and TVA, I believe we will see positive things happening in Lewisburg and Marshall County in the coming months.”
Ace Bayou is still in the process of working out the details of its new project including the purchase of the Sanford building but hopes are that the plant will be up and operating by this spring.
Ace Bayou manufactured over 1 million bean bags in 2010 but has also made a hit with its game chairs – seats for people to use while playing video games. Along with its pet furniture manufacturing operation, ABC Pets, and Radiation Protection Products that manufactures a full line of radiation shielding, nuclear shielding and industrial lead products, Ace Bayou is extending its operations with a new project that is expected to create 100 jobs in Lewisburg.
Details of the new product line will be announced soon but the new project has the company in the process of purchasing the Sanford Building in Lewisburg, a 227,000 square foot facility located just off Ellington Parkway.
“We are just thrilled with the prospect of this new project by Ace Bayou,” said Greg Lowe, Lewisburg Director of Economic Development. “Ace Bayou has been a great manufacturer in Marshall County and this shows their commitment to this community and its workforce potential.”
Ace Bayou is expected to hire at least 100 new workers for this project and is projecting that number to grow throughout 2011 and into 2012. This could more than double its current workforce.
“We think it’s good news for the county,” said “Greg Hykes, Ace Bayou General Manager. “We appreciate the help and support of the Lewisburg Industrial Development Board and the Lewisburg City Council during this process.”
Marshall County has experienced high unemployment rates in the past several months and welcomes the prospect of putting more people to work.
“Existing industry has always been the creator of jobs for communities and I hope this is a sign of more positive news to come for Marshall County,” Lowe said. “We have a Council and an Industrial Development Board with the experience and the commitment to move us forward. And by continuing to work with the State of Tennessee Department of Economic Development, the Marshall County JECDB and agencies such as the South Central Tennessee Development District, the South Central Tennessee Workforce Board, USDA Rural Development and TVA, I believe we will see positive things happening in Lewisburg and Marshall County in the coming months.”
Ace Bayou is still in the process of working out the details of its new project including the purchase of the Sanford building but hopes are that the plant will be up and operating by this spring.
Monday, January 10, 2011
Lewisburg Welcomes New Industry - ALX Enterprises
A chemical engineer has opened in Lewisburg a business named after his grandson, Alex, to put the finishing touches on a product that, among other things, filters impurities from biodiesel fuel so it burns clean in those motors.
Rod Yawn, president and sole owner of ALX, moved his processing of tiny absorbent beads from Springfield, Tenn., to a blue metal building on North Fifth Avenue because, "I needed more space and a building more suited to the operation."
Marshall County's available workforce was another factor, as well as a couple of key people he named: Bubba Tankersley with his concrete company; and Bill Spence who has BDS Machine Inc.
"Good people," met through mutual acquaintances, and service from Lewisburg Gas Department and Lewisburg Electric Service, helped Yawn set up shop late last year, he said. Now he's got to hire more good people to meet customer demand.
"I'm hiring people now," Yawn said between the Christmas and New Year's holidays.
Industrial Staffing is the personnel agency he's been using for people he hires on a part-time basis until the employee is proved suited for the work.
About a dozen people work at ALX now, Yawn said. He anticipates a staff of 30. Experience with a forklift and the ability to work in an industrial environment are important qualifications for applicants who want employment at ALX.
"It's not easy work," Yawn said, "but this is a good place to work. Production and safety bonuses are paid and most companies don't do that."
His need is very real and immediate. ALX's operation has been 24-hours a day, seven days a week, "and we're not keeping up with the orders," Yawn said.
More work will be available when a bagging machine is delivered.
"The main part of the bottleneck is equipment," Yawn said. "I've got a bagger on order. I couldn't get it quick enough, so we made one out of wood."
ALX buys massive amounts of tiny beads. The beads are purchased from other companies with very expensive equipment, he said. Yawn doesn't give tours of his plant, and he protects the nature of his process. He says it's patented. His suppliers make the raw material for ALX and Yawn's plant finishes the product for his customers.
"One of the things that is allowing me to grow so fast," he said, "is people like Bill Spence. An industry can't operate without good suppliers."
Now, Yawn is shipping truckloads of his product by locally based trucking companies.
He plans to expand early this year with another building for the distribution part of his operation.
"Most of our market is domestic, but we're beginning to ship internationally," Yawn said.
One of his newest customers is in Japan. Another is in the Solomon Islands.
"We compete with Dow Chemical" and other companies that are not as well known, but "some of our products are unique in the world," he said.
One is the biodiesel business that makes fuel from yellow grease, cooking oil, leftover fat from poultry plants, and other such wastes. There's a washing process for the fuel that uses water, but it creates seven gallons of wastewater compared to Yawn's process to remove impurities that results in no wastewater.
It's a "dry wash resin," giving rise to a product name: DWR.
There are 175 biodiesel plants in the United States, he says. "Not all are my customers. Previously, all of them used water washing. There are a lot of plants in Europe. There's one in Costa Rica; a customer."
To clean biodiesel with Yawn's dry wash system, the beads are placed in a column -- a large pipe. Unwashed biodiesel is passed through the cleansing pipe and the beads absorb sodium hydroxide (a catalyst in the production of the fuel) and glycerin, a by-product of the process of making biodiesel.
A ton of beads can purify 375 gallons of biodiesel, Yawn says. This process is during the very last steps of making the fuel.
It also permits the use of a lower grade of the basic ingredient for biodiesel, he said.
Another use for products sold by ALX is absorption of pollution from ground water. Toxic metals, solvents, gasoline, dry cleaning fluids and the like, as well as some naturally occurring elements are removed with one of the products Yawn developed.
The product is used after toxic spills. It is also used in dairy farming. Arsenic, a naturally occurring element, was found in cows' milk. The arsenic was traced to well water in Wisconsin, and so that water is now filtered.
Yawn's beads are also used as a drilling lubricant. The oil spill in the Gulf of Mexico has revealed some of the business of drilling, including the use of mud as a lubricant. But the mud contains other things and one of them is an ALX product.
"Much of the new natural gas that's being produced is from directional and horizontal drilling," Yawn said of how the business of drilling for petroleum products has changed. With a change in direction from straight down, to an angle and then a curve toward horizontal drilling, there was a need to reduce friction at the drill bit and the shaft.
As a result, there's a need for what Yawn makes, and he wants to make more and different products.
"I've got 20 other products in different stages of development," he said.
ALX was formed three years ago. It's been located in Springfield, but various reasons emerged for his move to Lewisburg. The Springfield operation is now just distribution.
Like some other corporate decisions, Yawn's decision to locate in Lewisburg was a result of various factors, but one of them was family. He lives in the Franklin-Williamson County area, and he has relatives living at Nashville, not the least of which is his grandson, Alex, of Brentwood.
Originally from Pascagoula, Miss., Yawn married at age 19, attended high school and college, Ol' Miss, with the love of his life and became an Ashland Oil Co. career man.
Over the decades, Yawn, who's in his late 50s, got to know people who are associates of his own business. Ashland Oil doesn't do what ALX does. He's retired from Ashland, and briefly worked in another company, but started his own that's now here in Lewisburg.
"I won't move my plant again," Yawn said.
This article provided by Clint Confehr– Senior Staff Writer of the Marshall County Tribune. Portions were omitted for space in this newsletter. For full text of article, log onto http://www.marshalltribune.com/
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