FEBRUARY 2008

Rock-Tenn Company agrees to acquire Southern Container

Rock-Tenn Company announced that it has agreed to acquire the stock of Southern Container Corp., a privately-held containerboard manufacturing and corrugated packaging business, for $851 million in cash.

Rock-Tenn expects that Southern Container will have approximately $142 million in debt outstanding immediately after the acquisition. Southern Container operates the 720,000 ton per year Solvay mill, located near Syracuse, New York, one of the lowest cost recycled containerboard mills in North America, as well as eight integrated corrugated box plants, two sheet plants, and four high impact graphics facilities. Consolidated net sales of the acquired business for the 52 week period ended September 8, 2007 were $538 million.

All corporate approvals of the transaction have been received. The closing is subject to Hart-Scott-Rodino review and other customary closing conditions.

Rock-Tenn plans to finance the acquisition with proceeds from $1.4 billion in new credit facilities and the sale of unsecured senior notes. The $1.4 billion will provide the Company with funding to complete the acquisition, refinance the Company’s existing credit facilities and provide in excess of $200 million of undrawn capacity.