KapStone Paper and Packaging Corporation (NYSE:KS) Files An 8-K Other EventsItem 8.01 Other Events.
Litigation Related to the Merger.
As previously disclosed, on January28, 2018, KapStone Paper and Packaging Corporation (“KapStone”), WestRock Company (“WestRock”), Whiskey Holdco,Inc., a wholly-owned subsidiary of WestRock (“Holdco”), Kola Merger Sub,Inc., a wholly-owned subsidiary of Holdco (“KapStone Merger Sub”), and Whiskey Merger Sub,Inc., a wholly-owned subsidiary of Holdco (“WestRock Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). to the Merger Agreement, and subject to the terms and conditions thereof, WestRock will acquire all of the outstanding shares of KapStone through a transaction in which: (i)WestRock Merger Sub will merge with and into WestRock, with WestRock surviving such merger as a wholly-owned subsidiary of Holdco and (ii)KapStone Merger Sub will merge with and into KapStone, with KapStone surviving such merger as a wholly-owned subsidiary of Holdco (the “Merger”).
The following complaints have been filed in the United States District Court for the District of Delaware: (i)on August6, 2018, a putative class action lawsuit captioned Jordan Rosenblatt,Individually And On Behalf Of All Others Similarly Situated v. KapStone Paper and Packaging Corporation, Roger W. Stone, Matthew Kaplan, Robert J. Bahash, John M. Chapman, Paula H.J. Cholmondeley, Jonathon [sic] R. Furer, David G. Gabriel, Brian Gamache, Matthew H. Paull, Maurice S. Reznik and David P. Storch, Case No. 1:18-CV-01190-RGA (the “Rosenblatt Complaint”); (ii) on August8, 2018, a putative class action lawsuit captioned Todd Harrison, Individually and on Behalf of All Others Similarly Situated v. KapStone Paper and Packaging Corporation, Roger W. Stone, Matthew Kaplan, Robert J. Bahash, John M. Chapman, Paula H.J. Cholmondeley, Jonathon [sic] R. Furer, David G. Gabriel, Brian Gamache, Matthew H. Paull, Maurice S. Reznik and David P. Storch, Case No.1:18-CV-01210-RGA (the “Harrison Complaint”); and (iii)on August22, 2018, a putative class action lawsuit captioned David Pill,Individually and on Behalf of All Others Similarly Situated v. KapStone Paper and Packaging Corporation, Roger W. Stone, Matthew Kaplan, Robert J. Bahash, John M. Chapman, Paula H.J. Cholmondeley, Jonathan R. Furer, David G. Gabriel, Brian Gamache, Matthew H. Paull, Maurice S. Reznik and David P. Storch, Case No.1:18-CV-01290-RGA (the “Pill Complaint” and, together with the Rosenblatt and Harrison Complaints, the “Merger Litigation”). The Merger Litigation relates to the Merger Agreement and the definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on August1, 2018 (the “Proxy Statement/Prospectus”) in connection with the Merger.
KapStone and WestRock believe that the claims asserted in the Merger Litigation are without merit and intend to defend against the Merger Litigation vigorously. However, in order to moot the plaintiffs’ unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to their respective stockholders, KapStone and WestRock have determined to voluntarily supplement the Proxy Statement/Prospectus as described in this Current Report on Form 8-K. Nothing in this Current Report on Form8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, KapStone and WestRock specifically deny all allegations in the Merger Litigation that any additional disclosure was or is required.
Supplemental Disclosures.
The following disclosures supplement the disclosures contained in the Proxy Statement/Prospectus and should be read in conjunction with the disclosures contained in the Proxy Statement/Prospectus, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Proxy Statement/Prospectus. All pagereferences are to pagesin the Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement/Prospectus.
The disclosure on page67 of the Proxy Statement/Prospectus is hereby amended by adding the following immediately after the first paragraph on such page:
Throughout the following summary, references to KapStone’s EBITDA are to KapStone’s Adjusted EBITDA as included in the 2018-2024 forecasts provided to Rothschild by KapStone’s management (such 2018-2014 forecasts are more fully described in the section entitled “—Certain KapStone Forecasts” beginning on page96).
