4. Merger On January 28, 2018, 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). 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 Merger Sub will merge with and into WestRock, with WestRock surviving such merger (the WestRock 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). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the WestRock Merger and the Merger (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 be converted into one share of Holdco Common Stock. KapStone stockholders w