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RockTenn Announces Extension of Early Tender Date for Previously Announced Tender Offer for Its 8.20% Senior Notes Due 2011

Friday 15. May 2009 - RockTenn announced today that it is extending the Early Tender Date with respect to its previously announced cash tender offer for up to $100 million aggregate principal amount of its 8.20% Senior Notes due 2011 with CUSIP number 772739AC2 (the "Notes") from 5:00 p.m., New York City time, on May 13, 2009 to 5:00 p.m., New York City time, on May 14, 2009.

Holders of Notes who tender their Notes prior to the Early Tender Date, and whose Notes are accepted for purchase, will receive the Total Consideration of $1,030 per $1,000 principal amount of Notes which includes the Early Tender Payment of $30.00 per $1,000 principal amount of Notes validly tendered.

As of 5:00 p.m., New York City time, on May 13, 2009, the company had received valid tenders from holders of $93,247,000 in aggregate principal amount of the Notes. This represents approximately 37% of the outstanding principal amount of the Notes and approximately 93% of the target purchase amount.

The tender offer will expire at 12:00 midnight, New York City time, on Thursday, May 28, 2009, unless extended or earlier terminated (the “Expiration Date”). Holders who validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date will receive $1,000 per $1,000 principal amount of Notes accepted for purchase. Accrued and unpaid interest up to, but not including, the settlement date will be paid in cash on all validly tendered and accepted Notes.

If holders tender more than $100,000,000 aggregate principal amount of the Notes, the amount of Notes that will be purchased will be prorated based on the aggregate principal amount of Notes validly tendered in the tender offer.

The terms and conditions of the tender offer, including RockTenn’s obligation to accept the Notes tendered and pay the purchase price therefore, are set forth in the Offer to Purchase dated April 30, 2009, as amended by this press release.

RockTenn has retained Banc of America Securities LLC, SunTrust Robinson Humphrey, Inc. and Wachovia Capital Markets, LLC as the dealer managers in connection with the tender offer. Questions regarding the tender offer and requests for documents may be directed to Banc of America Securities LLC, Global Debt Advisory Services, at (888) 292-0070 (U.S. toll-free) and (980) 388-9217 (collect). Copies of the offer to purchase can also be obtained from the information agent, Global Bondholder Services Corporation at (866) 795-2200 (U.S. toll-free) and (212) 430-3774 (collect).

This press release shall not constitute an offer to purchase or a solicitation of an offer to purchase with respect to any securities. Any such offer or solicitation will be made only by means of the Offer to Purchase dated April 30, 2009.

http://www.rocktenn.com
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