KapStone Paper and Packaging Corporation was formed in Delaware as a special purpose acquisition corporation on April 15, 2005 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an unidentified operating business in the paper, packaging, forest products, and related industries. Unless the context otherwise requires, references to "KapStone," the "Company," "we," "us" and "our" refer to KapStone Paper and Packaging Corporation and its subsidiaries.
On January 28, 2018, KapStone Paper and Packaging Corporation, WestRock Company, a Delaware corporation ("WestRock"), Whiskey Holdco, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of WestRock ("Holdco"), Kola Merger Sub, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of Holdco ("Company Merger Sub"), and Whiskey Merger Sub, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of Holdco ("Holdco Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant 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 will merge with and into Holdco Merger Sub, with WestRock surviving such merger (the "WestRock Merger") as a wholly-owned subsidiary of Holdco, and Holdco shall, effective at the effective time of the WestRock Merger and the Merger (as defined below) (the "Effective Time"), change its name to "WestRock Company," and (ii) KapStone will merge with and into Company Merger Sub, with KapStone surviving such merger as a wholly-owned subsidiary of Holdco (the "Merger").
Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time: (i) each share of common stock, par value $0.0001 per share, of KapStone (the "KapStone Common Stock") issued and outstanding immediately prior to the Effective Time (excluding any shares of KapStone Common Stock that are held (a) in treasury or (b) by any KapStone stockholder who is entitled to exercise, and properly exercises, appraisal rights with respect to such shares of KapStone Common Stock) will be converted into the right to receive, at the election of the stockholder (subject to proration as described below): (a) $35.00 in cash, without interest (the "Cash Consideration"), or (b) 0.4981 shares of common stock (the "Holdco Common Stock"), par value $0.01 per share, of Holdco (the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration"); and (ii) each share of common stock, par value $0.01 per share, of WestRock issued and outstanding immediately prior to the Effective Time will convert into one share of Holdco Common Stock.