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Published on 2/14/2012 in the Prospect News High Yield Daily and Prospect News Investment Grade Daily.

New Issue: Rock-Tenn sells upsized $750 million seven-, 10-year senior notes

By Andrea Heisinger

New York, Feb. 14 - Rock-Tenn Co. priced an upsized $750 million of senior notes (Ba1/BBB-/) in two parts on Tuesday, an informed source said.

The deal size was increased from $600 million, a source said.

The $350 million of 4.45% seven-year notes priced at 99.909 to yield 4.465% with a spread of Treasuries plus 312.5 basis points. The tranche priced significantly tighter than talk in the 387.5 bps area.

There is a make-whole call on the notes at 50 bps over Treasuries.

A second tranche of $400 million of 4.9% 10-year paper priced at 99.81 to yield 4.924% with a spread of 300 bps over Treasuries. The notes were priced tighter than guidance that was in the 375 bps area.

The 10-year notes have a make-whole redemption at 45 bps over Treasuries.

The deal was priced under Rule 144A and Regulation S.

The notes feature a change-of-control put at 101% if the company is acquired.

Active bookrunners were Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Wells Fargo Securities LLC. Stifel, Nicolaus & Co. Inc. and Jefferies & Co. were passive bookrunners.

Proceeds will be used to prepay all $746.3 million of loans outstanding under an existing term loan B facility and to pay related costs and expenses. Any remainder will be used to repay amounts outstanding under a revolving credit or receivables facility.

The notes are guaranteed by current and future domestic subsidiaries.

The paper and packaging manufacturer is based in Norcross, Ga.

Issuer:Rock-Tenn Co.
Guarantor:Domestic subsidiaries
Issue:Senior notes
Amount:$750 million, increased from $600 million
Bookrunners:Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Wells Fargo Securities LLC (active), Stifel, Nicolaus & Co. Inc., Jefferies & Co. (passive)
Distribution:Rule 144A and Regulation S
Change-of-control put:At 101% if company is acquired
Trade date:Feb. 14
Settlement date:Feb. 22
Ratings:Moody's: Ba1
Standard & Poor's: BBB-
Seven-year notes
Amount:$350 million
Maturity:March 1, 2019
Coupon:4.45%
Price:99.909
Yield:4.465%
Spread:Treasuries plus 312.5 bps
Call:Make-whole at Treasuries plus 50 bps
Price talk:387.5 bps area
10-year notes
Amount:$400 million
Maturity:March 1, 2022
Coupon:4.9%
Price:99.81
Yield:4.924%
Spread:Treasuries plus 300 bps
Call:Make-whole at Treasuries plus 45 bps
Price talk:375 bps area

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