8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 9, 2016

Date of Report (Date of earliest event reported)

KapStone Paper and Packaging Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33494	20-2699372
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	1101 Skokie Boulevard, Suite 300 Northbrook, Illinois 60062
	(Address of principal executive offices)

(847) 239-8800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On February 9, 2016, KapStone Paper and Packaging Corporation (“KapStone”) entered into the First Amendment (“First Amendment”) to the Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) by and among KapStone Kraft Paper Corporation, as Borrower (“Borrower”), KapStone and certain subsidiaries of Borrower from time to time party thereto, as Guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

The First Amendment amends the Credit Agreement (filed as Exhibit 10.1 to KapStone’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2015).  The First Amendment modifies, among other things, the financial covenant in the Credit Agreement related to maintenance of a maximum total leverage ratio by increasing the permitted total leverage ratio for fiscal quarters ending on or prior to June 30, 2018, and it modifies certain defined terms used in the calculation of the financial covenants in a manner favorable to KapStone.  The First Amendment also modifies the pricing grid applicable to interest rates and the unused commitment fee under the Credit Agreement in order to provide for an additional pricing level applicable based on the total leverage ratio of KapStone.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.

Item 2.02              Results of Operations and Financial Condition.

On February 9, 2016 KapStone issued a press release announcing fourth quarter and full year 2015 financial results. A copy of the press release is attached hereto as Exhibit 99.1.

The information is being furnished under Item 2.02 “Results of Operations and Financial Condition” of Form 8-K. Such information, including the Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01              Regulation FD Disclosure.

On February 10, 2016, the management of KapStone will participate in a conference call discussing KapStone’s earnings for the fourth quarter and year ended December 31, 2015. A copy of a presentation entitled “KapStone’s Fourth Quarter 2015 Financial Review” to be used in the call is attached as Exhibit 99.2 to this current report.

The information is being furnished under 7.01 “Regulation FD Disclosure” of Form 8-K. Such information, including the Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of l933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01              Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.	Description
Exhibit 10.1	First Amendment to Second Amended and Restated Credit Agreement dated as of February 9, 2016, by and among  KapStone Paper and Packaging Corporation, KapStone Kraft Paper Corporation, as Borrower, the subsidiaries of Borrower named therein, as Guarantors, the lenders named therein, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C issuer.
Exhibit 99.1	Fourth quarter and full year 2015 Earnings Press Release dated February 9, 2016
Exhibit 99.2	Slides of KapStone Paper and Packaging Corporation dated February 9, 2016

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 9, 2016
	KAPSTONE PAPER AND PACKAGING
	CORPORATION
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea K. Tarbox
	Title:	Vice President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 9, 2016 is by and among KAPSTONE KRAFT PAPER CORPORATION, a Delaware corporation (the “Borrower”), KAPSTONE PAPER AND PACKAGING CORPORATION, a Delaware corporation (the “Parent”), certain subsidiaries of the Parent identified on the signature pages hereto as Guarantors, the Lenders and Voting Participants identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.

W I T N E S S E T H

WHEREAS, the Borrower, the Parent, the other Guarantors party thereto, the Lenders party thereto, and the Administrative Agent have entered into that certain Second Amended and Restated Credit Agreement dated as of June 1, 2015 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders and Voting Participants agree to certain amendments to the Credit Agreement; and

WHEREAS, the Lenders and Voting Participants are willing to agree to certain amendments to the Credit Agreement subject to the terms and conditions specified in this Agreement;

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms.  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2.Amendments.  Subject to the other terms and conditions of this Agreement (including the conditions precedent set forth in Section 3 hereof), the Credit Agreement is hereby amended as follows:

(a)The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Cowpens Power Plant Transaction” means a contractual arrangement between one or more Loan Parties and a third party whereby (a) one or more Loan Parties shall lease, license or otherwise provide occupancy rights for certain parcels of its/their land located in Cowpens, South Carolina to such third party for the purposes of constructing

an electric power plant, and (b) such third party shall provide steam and/or heated water for a Loan Party’s mill located in Cowpens, South Carolina.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“First Amendment Effective Date” means February 9, 2016.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b)The table in the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

Applicable Rate

		Revolving Credit Facility and Term Loan A-1								Term Loan A-2
Pricing  Level	Total Leverage Ratio	Base Rate Loans		Eurodollar Rate Loans		Unused Fee		Letter of Credit Fee		Base Rate Loans		Eurodollar Rate Loans
I	> 4.00x	1.00	%	2.00	%	0.325	%	2.00	%	1.125	%	2.125	%
II	> 3.00 but < 4.00x	0.75	%	1.75	%	0.30	%	1.75	%	0.875	%	1.875	%
III	> 2.50x but < 3.00x	0.50	%	1.50	%	0.275	%	1.50	%	0.625	%	1.625	%
IV	>2.00x but < 2.50x	0.25	%	1.25	%	0.25	%	1.25	%	0.375	%	1.375	%
V	> 1.50x but < 2.00x	0.125	%	1.125	%	0.225	%	1.125	%	0.25	%	1.25	%
VI	<1.50x	0	%	1.00	%	0.20	%	1.00	%	0.125	%	1.125	%

(c)In the definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement:

(i)  the word “or” immediately following subclause (ii) of clause (d) of the first sentence thereof is hereby replaced with “,”; and

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(ii) the following subclause (iii) is hereby added immediately following subclause (ii) of clause (d) thereof:

or (iii) become the subject of a Bail-in Action.

(d)In the definition of “EBITDA” in Section 1.01 of the Credit Agreement:

(i) Clause (h) is hereby amended to (A) replace the phrase “up to $8,000,000 for the term of this Agreement” with “(i) up to $8,000,000 for the period from the Closing Date through December 31, 2015 and (ii) up to $8,000,000 for the period from January 1, 2016 through the termination of this Agreement”, (B) insert immediately after the phrase “one such outage” the following phrase: “for each of the foregoing clauses (i) and (ii)” and (C) add the following proviso at the end of such clause: “provided that, no more than $8,000,000 may be added back pursuant to this clause (h) for any four (4) Fiscal Quarter period.”

(ii) Clause (k) is hereby amended to (A) delete the word “mill” therefrom and (B) replace the reference to “$10,000,000” with a reference to “$15,000,000.”

(iii) the word “and” immediately before clause (l) is hereby replaced with “,” and the following clauses (m) and (n) are hereby added immediately following clause (l):

(m) costs incurred prior to December 31, 2015 associated with the strike at the mill owned by Longview Fibre Paper and Packaging, Inc., in an aggregate amount not to exceed $15,227,000 and (n) signing bonuses paid to employees at the Longview Fibre Paper and Packaging, Inc. mill and the KapStone Charleston Kraft LLC mill located in North Charleston, South Carolina prior to December 31, 2016, in an aggregate amount to be consented to by the Administrative Agent in writing.

(e)In the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement, clause (iii) is hereby amended and restated in its entirety to read as follows:

(iii) After giving effect to such Proposed Acquisition on a Pro Forma Basis, (x) the Total Leverage Ratio shall be less than 4.0 to 1.00 on a Pro Forma Basis, and (y) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenant set forth in Section 7.14(b), in each case, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

(f)The definition of “Specified Representations” in Section 1.01 of the Credit Agreement is amended to add a reference to “5.27” immediately following the reference to “5.26.”

(g)In the definition of “Total Debt” in Section 1.01 of the Credit Agreement, clause (a) is hereby amended and restated to read as follows:

(a) contingent obligations in respect of Contingent Liabilities (except to the extent constituting Contingent Liabilities in respect of obligations of a Person

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other than the Parent, the Borrower or any Subsidiary or in respect of Letters of Credit (in each case, other than Contingent Liabilities permitted under Section 7.01(m))),

(h)Section 1.03(a) of the Credit Agreement is hereby amended to insert the following sentence at the end thereof:

Notwithstanding the foregoing or anything to the contrary set forth herein, to the extent a change in GAAP occurs which results in operating leases being treated or classified as capital leases, such change shall not be given effect under the Loan Documents (including, without limitation, in any computation of financial covenants).

(i)In Section 2.02(f)(ii) of the Credit Agreement:

(i) the following proviso is added at the end of clause (C):

; provided that, with respect to any Incremental Term Loan the proceeds of which are used to fund a Permitted Acquisition substantially concurrently upon the receipt thereof, (1) the absence of any Default or Event of Default shall be tested as of the date a definitive purchase agreement with respect to such Permitted Acquisition is entered into and (2) the absence of a Default or Event of Default as of the date that such Incremental Term Loan is incurred (other than an Event of Default specified in Section 8.01(a) or 8.01(c)) shall not constitute a condition to the incurrence of such Incremental Term Loan;

(ii) the following proviso is added at the end of clause (H)(x):

; provided that, with respect to any Incremental Term Loan the proceeds of which are used to fund a Permitted Acquisition substantially concurrently upon the receipt thereof, such certification shall be made (1) with respect to all representations and warranties contained in Article V and in the other Loan Documents as of the date a definitive purchase agreement with respect to such Permitted Acquisition is entered into and (2) with respect to the Specified Representations only as of the date that such Incremental Term Loan is incurred

(iii) the following proviso is added at the end of clause (H)(y):

; provided that, with respect to any Incremental Term Loan the proceeds of which are used to fund a Permitted Acquisition substantially concurrently upon the receipt thereof, such certification shall be made (1) with respect to the absence of any Default or Event of Default as of the date a definitive purchase agreement with respect to such Permitted Acquisition is entered into and (2) with respect to the absence of a Default or Event of Default under Section 8.01(a) and 8.01(c) only as of the date that such Incremental Term Loan is incurred;

(j)In Section 2.15(a)(iv) of the Credit Agreement, the following phrase is hereby inserted at the beginning of the last sentence of such Section:

Subject to Section 11.22,

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(k)The following new Section 5.27 is hereby inserted immediately following Section 5.26:

5.27EEA Financial Institution.

None of the Parent, the Borrower nor any other Guarantor is an EEA Financial Institution.

(l)Section 7.01(m) of the Credit Agreement is hereby amended to insert at the end thereof the following phrase: “or the Cowpens Power Plant Transaction”.

(m)In Section 7.02(i) of the Credit Agreement:

(i)The word “and” immediately following clause (A) is hereby replaced with “,”;

(ii)The phrase “clause (v)” in clause (B) is hereby replaced with “clause (vii)”; and

(iii)The following new clauses (C) and (D) are hereby inserted immediately following clause (B):

, (C) Liens on the portion of any Loan Party’s Cowpens, South Carolina property which is leased, licensed or otherwise occupied by a third party in connection with the Cowpens Power Plant Transaction (including, without limitation, any access or other easement rights and any interconnection rights), provided that (i) such Liens do not materially and adversely interfere with the Borrower’s use of the existing mill located at such site and (ii) such Liens attach solely to the portion of property being leased, licensed or otherwise occupied by such third party (including, without limitation, any access or other easement rights and any interconnection rights) and (D) to the extent constituting a Lien, any lease, license or other occupancy right (including, without limitation, any access or other easement rights and any interconnection rights) permitted pursuant to clause (viii) of Section 7.05(b)

(n)Section 7.04(d) of the Credit Agreement is hereby amended to read as follows:

(d)the Borrower or any Subsidiary may (i) pay dividends or make other distributions to any Loan Party (including, in the case of the Borrower, distributions to Parent to permit Parent to make required payments under guarantees incurred in accordance with Section 7.18(j)) and (ii) declare and pay dividends ratably with respect to its equity interests;

(o)Section 7.05(b) of the Credit Agreement is hereby amended to (i) delete the word “or” immediately following clause (vi) and (ii) add the following clause (viii) immediately following clause (vii):

or (viii) the lease of a portion of any Loan Party’s land located in Cowpens, South Carolina in connection with the Cowpens Power Plant Transaction, so long as such lease (including, without limitation, any access or other easement rights and any

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interconnection rights) does not materially and adversely interfere with the Borrower’s use of the existing mill located at such site.

(p)Section 7.09 of the Credit Agreement is hereby amended to insert immediately after each occurrence of the phrase “Chip Mill Outsourcings” the following phrase: “or the Cowpens Power Plant Transaction”.

(q)The table in Section 7.14(a) of the Credit Agreement and the proviso immediately following such table are hereby amended to read as follows:

Calendar Year	March 31	June 30	September 30	December 31
2016	4.50:1.00	4.50:1.00	4.50:1.00	4.50:1.00
2017	4.50:1.00	4.50:1.00	4.25:1.00	4.25:1.00
2018	4.00:1.00	4.00:1.00	3.75:1.00	3.75:1.00
Thereafter	3.75:1.00	3.75:1.00	3.75:1.00	3.75:1.00

; provided that, with respect to the Fiscal Quarter in which a Material Acquisition occurs, and for the three Fiscal Quarters immediately following such Material Acquisition, the Borrower shall not permit the Total Leverage Ratio to be greater than the lesser of (i) 4.50:1.00 and (ii) the ratio set forth above for such Fiscal Quarters plus 0.50.

(r)Section 7.18(j) of the Credit Agreement is hereby amended to replace the reference to “guarantees of Loan Party obligations in the ordinary course of business” with a reference to “guarantees of obligations of the Borrower or any Subsidiary in accordance with Section 7.01”.

(s)The following new Section 11.22 is hereby added to the Credit Agreement immediately following Section 11.21:

11.22Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other

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instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

3.Conditions Precedent to Effectiveness.  This Agreement shall become effective as of the date hereof upon the satisfaction of the following conditions:

(a)Execution of Counterparts of Agreement.  Receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Parent, the other Guarantors, the Administrative Agent and the Required Lenders; and

(b)Fees and Expenses.  The payment by the Borrower to (i) the Administrative Agent, for the account of each Lender and Voting Participant that signs this Agreement prior to Monday, February 8 at 12 noon Eastern time, an amendment fee equal to 10 basis points on the aggregate amount of such Lender’s Term Loans and Revolving Credit Commitment as of the closing date of this Agreement and (ii) the Administrative Agent (or one of its Affiliates) of all reasonable out of pocket costs and expenses of the Administrative Agent for which invoices have been received by the Borrower at least one (1) Business Day prior to the date hereof in connection with the preparation, execution and delivery of this Agreement (including, without limitation, to the extent the Borrower has received an invoice therefor at least one (1) Business Day prior to the date hereof, the reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent).

4.Representations and Warranties.  Each Loan Party hereby represents and warrants that (a) it is duly authorized to execute and deliver, and perform its obligations under, this Agreement; (b) the execution, delivery and performance by it of this Agreement do not and will not (i) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (ii) conflict with (A) any provision of Law, (B) the charter, by-laws or other organizational documents of any Loan Party or (C) any agreement, indenture, instrument or other document material to the business of any Loan Party, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties; (c) the representations and warranties contained in Article V of the Credit Agreement and in any other Loan Document are true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) on and as of the date hereof as though made on and as of such date, except for those which expressly relate to an earlier date, in which case they are true and correct in all material respects (except to the extent already qualified by materiality pursuant to the terms thereof) as of such date; and (d) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof and after giving effect to this Agreement, or will occur as a result of the transactions contemplated hereby.

5.No Other Changes; Ratification.  Except as expressly modified or waived hereby, all of the terms and provisions of the Credit Agreement (including schedules and exhibits thereto) and the other Loan Documents shall remain in full force and effect.  The term “this Agreement” or “Credit Agreement” and all similar references as used in each of the Loan Documents shall hereafter mean the Credit Agreement as modified by this Agreement.  This Agreement shall constitute a “Loan Document” under, and as defined in, the Credit Agreement.  Except as herein specifically agreed, the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Agreement shall be effective only to the extent specifically set forth herein

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and shall not (i) be construed as a waiver of any breach or default nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (ii) affect the right of the Lenders to demand compliance by the Loan Parties with all terms and conditions of the Credit Agreement and other Loan Documents in all other instances, (iii) be deemed a waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement or other Loan Documents, or (iv) be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other document executed or delivered in connection therewith, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

6.Expenses.  The Borrower agrees to pay all reasonable costs and expenses in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent.

7.Acknowledgment of Guarantors.  The Guarantors acknowledge and consent to all of the terms and conditions of this Agreement and agree that this Agreement and any documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Agreement or the other Loan Documents.

8.Affirmation of Liens. Each Loan Party affirms the liens and security interests created and granted by it in the Loan Documents (including, but not limited to, the Security Agreement) and agrees that this Agreement shall in no manner adversely affect or impair such liens and security interests.

9.Counterparts; Facsimile/Email.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.  Delivery of an executed counterpart of this Agreement by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

10.Governing Law.  This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York but otherwise without regard to the conflict of law principles thereof).

11.Entirety. This Agreement and the other Loan Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof.  These Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no oral agreements between the parties.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	KAPSTONE KRAFT PAPER CORPORATION,
	a Delaware corporation
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea Tarbox
	Title:	Vice President and CFO
GUARANTORS:	KAPSTONE PAPER AND PACKAGING
	CORPORATION, a Delaware corporation
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea Tarbox
	Title:	Vice President and CFO
	KAPSTONE CHARLESTON KRAFT LLC,
	a Delaware limited liability company
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea Tarbox
	Title:	Vice President and CFO
	KAPSTONE CONTAINER CORPORATION,
	a Georgia corporation
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea Tarbox
	Title:	Vice President and CFO
	LONGVIEW FIBRE PAPER AND PACKAGING, INC.,
	a Washington corporation
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea Tarbox
	Title:	CFO

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

	VICTORY PACKAGING L.P.,
	a Texas limited partnership
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea Tarbox
	Title:	Vice President
	VICTORY PACKAGING MAQUILLA DORA LLC,
	a Texas limited liability company
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea Tarbox
	Title:	Vice President
ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Maria A. McClain
	Name:	Maria A. McClain
	Title:	Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender
	By:	/s/ Brian McDonald
	Name:	Brian McDonald
	Title:	Senior Vice President
	BARCLAYS BANK PLC,
	as a Lender
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

1ST FARM CREDIT SERVICES, PCA,
as a Lender
By:	/s/ Corey J. Waldinger
Name:	Corey J. Waldinger
Title:	Vice President, Capital Markets Group
AGCHOICE FARM CREDIT, ACA,
as a Lender
By:	/s/ Joshua L. Larock
Name:	Joshaua L. Larock
Title:	Vice President
AGFIRST FARM CREDIT BANK,
as a Lender
By:	/s/ Matthew H. Jeffords
Name:	Matthew H. Jeffords
Title:	Vice President
AGSTAR FINANCIAL SERVICES, PCA,
as a Lender
By:	/s/ Bob Atwood
Name:	Bob Atwood
Title:	Mgr. Agency Desk and Team Leader
AMERICAN AGCREDIT, PCA,
as a Lender
By:	/s/ Michael J. Balok
Name:	Michael J. Balok
Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMERICAN SAVINGS BANK, FSB,
as a Lender
By:	/s/ Rian DuBach
Name:	Rian DuBach
Title:	First Vice President
BANKPLUS,
as a Lender
By:	/s/ Jay Bourne
Name:	Jay Bourne
Title:	FVP
BMO HARRIS BANK, N.A.,
as a Lender
By:	/s/ Joseph C. Mikulskis
Name:	Joseph C. Mikulskis
Title:	Senior Vice President
CITIZENS BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ M. James Barry III
Name:	M. James Barry III
Title:	Senior Vice President
COBANK, ACB,
as a Lender
By:	/s/ Hal Nelson
Name:	Hal Nelson
Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

COMPASS BANK,
as a Lender
By:	/s/ Charles Randolph
Name:	Charles Randolph
Title:	Senior Vice President
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, (formerly known as COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH)
as a LENDER
By:	/s/ James Purky
Name:	James Purky
Title:	Vice President
By:	/s/ Bradley Pierce
Name:	Bradley Pierce
Title:	Executive Director
FARM CREDIT BANK OF TEXAS,
as a Lender
By:	/s/ Chris M. Levine
Name:	Chris M. Levine
Title:	Vice President
FARM CREDIT SERVICES OF AMERICA, PCA,
as a Lender
By:	/s/ Bruce Dean
Name:	Bruce Dean
Title:	Vice President
FIFTH THIRD BANK,
as a Lender
By:	/s/ Stephen Watts
Name:	Stephen Watts
Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

FIRST TENNESSEE BANK NATIONAL ASSOCATION,
as a Lender
By:	/s/ Nick Whitaker
Name:	Nick Whitaker
Title:	Vice President
FIRST MIDWEST BANK,
as a Lender
By:	/s/ Chris Sabino
Name:	Chris Sabino
Title:	Commercial Loan Officer
FIRST NATIONAL BANK OF OMAHA,
as a Lender
By:	/s/ Andrew Wong
Name:	Andrew Wong
Title:	Vice President
FIRSTMERIT BANK, N.A.,
as a Lender
By:	/s/ Sherlyn Nelson
Name:	Sherlyn Nelson
Title:	Vice President
FIRST BANK OF HIGHLAND PARK,
as a Lender
By:	/s/ Martha McGuire
Name:	Martha McGuire
Title:	Executive Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

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THE NORTHERN TRUST COMPANY,
as a Lender
By:	/s/ Brittany Mondane
Name:	Brittany Mondane
Title:	Second Vice President
THE HUNTINGTON NATIONAL BANK,
as a Lender
By:	/s/ Mark Zobel
Name:	Mark Zobel
Title:	Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Patrick Flaherty
Name:	Patrick Flaherty
Title:	Vice President
SUMITOMO MITSUI BANKING CORPORATION
as a Lender
By:	/s/ James D. Weinstein
Name:	James D. Weinstein
Title:	Managing Director
SUNTRUST BANK,
as a Lender
By:	/s/ Lisa Garling
Name:	Lisa Garling
Title:	Portfolio Manager
TD BANK, N.A.,
as a Lender
By:	/s/ Michele Dragonetti
Name:	Michele Dragonetti
Title:	Senior Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THE PRIVATEBANK & TRUST CO.,
as a Lender
By:	/s/ Chris Trimbach
Name:	Chris Trimbach
Title:	Loan Officer
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Mary Ann Klemm
Name:	Mary Ann Klemm
Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ John D. Brady
Name:	John D. Brady
Title:	Managing Director
AGRIBANK, FCB,
as a Voting Participant
By:	/s/ Barbara Kay Stille
Name:	Barbara Kay Stille
Title:	Senior Vice President & General Counsel
BADGERLAND FINANCIAL, FLCA,
as a Voting Participant
By:	/s/ Anthony G. Endres
Name:	Anthony G. Endres
Title:	Assistant Vice President-Capital Markets
CAPITAL FARM CREDIT,
as a Voting Participant
By:	/s/ Donald L Palm
Name:	Donald L. Palm
Title:	SVP Capital Markets

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

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FARM CREDIT MID-AMERICA, FLCA,
as a Voting Participant
By:	/s/ Ralph M. Bowman
Name:	Ralph M. Bowman
Title:	Vice President Capital Markets
FARM CREDIT OF CENTRAL FLORIDA, ACA,
as a Voting Participant
By:	/s/ Craig A. Register
Name:	Craig A. Register
Title:	Executive Vice President
FARM CREDIT EAST, ACA,
as a Voting Participant
By:	/s/ Eric W. Pohlman
Name:	Eric W. Pohlman
Title:	Vice President
FARM CREDIT WEST, FCLA,
as a Voting Participant
By:	/s/ Rob Stornetta
Name:	Rob Stornetta
Title:	Vice President
FIRST SOUTH FARM CREDIT, ACA,
as a Voting Participant
By:	/s/ John W. Hurt
Name:	John W. Hurt
Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant
By:	/s/ Randy Stee
Name:	Randy Stee
Title:	EVP, Chief Sales and Marketing Officer
LONESTAR AGCREDIT FLCA,
as a Voting Participant
By:	/s/ Jim Bob Reynolds
Name:	Jim Bob Reynolds
Title:	Chief Lending Officer
MIDATLANTIC FARM CREDIT, ACA agent/nominee for its wholly owned subsidiary, MidAtlantic Farm Credit, FLCA,
as a Voting Participant
By:	/s/ James E. May
Name:	James E. May
Title:	Vice President
Northwest Farm Credit Services, FCLA, as a Voting Participant
By:	/s/ Jeremy A. Roewe
Name:	Jeremy A. Roewe
Title:	Vice President
UNITED FCS, FLCA D/B/A FCS COMMERCIAL FINANCE GROUP,
as a Voting Participant
By:	/s/ Lisa Caswell
Name:	Lisa Caswell
Title:	Vice President

KAPSTONE KRAFT PAPER CORPORATION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION:	FOR IMMEDIATE RELEASE
Andrea K. Tarbox	Tuesday, February 9, 2016

Vice President and Chief Financial Officer

847.239.8812

KAPSTONE REPORTS

FOURTH QUARTER AND FULL YEAR RESULTS

NORTHBROOK, IL — February 9, 2016 — KapStone Paper and Packaging Corporation (NYSE:KS) today reported preliminary results for the fourth quarter and year ended December 31, 2015.

As compared to 2014’s fourth quarter, results for 2015’s fourth quarter are below:

·Net sales of $764 million up $201 million, or 36 percent

·Net income of $12 million down $22 million, or 65 percent

·Diluted EPS of $0.12 down $0.23 per share, or 66 percent

·Adjusted EBITDA of $82 million down $20 million, or 20 percent

·Adjusted net income of $16 million down $24 million, or 60 percent

·Adjusted diluted EPS of $0.17 down $0.24 per share, or 59 percent

As compared to the year ended December 31, 2014, results for the year ended December 31, 2015:

·Net sales of $2,789 million up $488 million, or 21 percent

·Net income of $106 million down $66 million, or 38 percent

·Diluted EPS of $1.09 down $0.67 per share, or 38 percent

·Adjusted EBITDA of $404 million down $52 million, or 11 percent

·Adjusted net income of $137 million down $52 million, or 28 percent

·Adjusted diluted EPS of $1.41 down $0.53 per share, or 27 percent

Roger W. Stone, Chairman and Chief Executive Officer, stated, “2015 was another transformational year for KapStone with the successful integration of Victory Packaging, and we are right on target for achieving our synergies. Our corrugated products volume grew over three percent year-over-year.  However, the year also provided many challenges for us, including the impact of a stronger U.S. dollar resulting in lower export containerboard and extensible grade paper prices with increased competition in certain export markets.

“Fourth quarter was particularly disappointing due primarily to December’s results.  Seasonally weaker demand resulted in an eight-day market shutdown at our Longview mill and box plant, and product mix deteriorated.  Our results were further negatively impacted by poor start-ups after Longview’s outage and at Charleston after completion of a machine upgrade. Together, the market and maintenance downtimes resulted in a loss of 41,000 tons in the fourth quarter with an

1

estimated EBITDA impact of $10 to $12 million.   Although operationally our Charleston mill weathered the 1,000-year storm very well, fiber prices in the region soared but are expected to gradually be reduced as the region dries out.

“KapStone’s strength continues to be its operating free cash flows which generated $54 million in the fourth quarter despite economic and operational challenges.  The strong cash flows were used to make a $52 million debt prepayment.”

Fourth Quarter Operating Highlights

Consolidated net sales of $764 million in the fourth quarter of 2015 were over $200 million higher than 2014, reflecting $242 million of revenues for Victory Packaging which we acquired in June 2015. During the current quarter, we experienced continued price pressure on exports and increased competition which resulted in our decision to take 27,000 tons of market-related downtime at our Longview mill. The Company sold 658,000 tons of paper during the fourth quarter of 2015 compared to 687,000 tons a year earlier. The Company’s average mill selling price of $646 per ton in the fourth quarter of 2015 decreased by $31 per ton compared to the fourth quarter of 2014 due to the combined impact of lower export and domestic containerboard prices, a weaker Euro and a less favorable product mix.  Average mill selling prices decreased $25 per ton from the third quarter of 2015, reflecting the seasonally less favorable product mix and continued lower export containerboard prices and the partial impact of a west coast domestic containerboard price reduction.

Operating income of $29 million for the 2015 fourth quarter decreased by $33 million, or 54 percent, compared to the 2014 fourth quarter. Financial performance in the current quarter was down from 2014 mainly due to lower export and domestic containerboard prices, the weaker euro, higher planned maintenance outage costs, market-related downtime at the Longview mill, lower mill productivity, and higher depreciation charges offset by the Victory Packaging acquisition and related synergy benefits from increased integration with our mill and plant system.

Interest expense was $9 million for the fourth quarter of 2015, up $2 million from a year ago as a result of additional borrowings to finance the Victory Packaging acquisition and higher interest rates. At December 31, 2015, the average interest rate on our debt was 2.0 percent compared to 1.8 percent at the end of 2014 with the increase driven by the recent increase in interest rates. Due to a $52 million debt prepayment in December 2015, the Company incurred a $0.6 million loss on debt extinguishment. In the fourth quarter of 2014, $150 million of debt prepayments resulted in a loss on debt extinguishment of $3 million.

The effective income tax rate for both the 2015 and 2014 fourth quarters was 34.6 percent.

Full Year Operating Highlights

Consolidated net sales for the year ended December 31, 2015, were $2,789 million, an increase of 21 percent, compared to 2014 sales of $2,301 million.  The increase was primarily due to the seven months of Victory Packaging results as the acquisition occurred on June 1, 2015, partially offset by lower volume and selling prices and a stronger U.S. dollar.

2

Operating income of $199 million for the year ended December 31, 2015 was lower than 2014’s $300 million by 34%.  The decrease was due to lower selling prices, a less favorable product mix, a stronger U.S. dollar, lower productivity, inflation on compensation and benefits and fiber prices, and higher depreciation charges partially offset by seven months of operating results for Victory Packaging and related synergies with KapStone’s mill and plant system, and lower incentive compensation.

Interest expense for the year ended December 31, 2015 was $34 million, up $2 million from a year ago mainly due to the partial-year effect of borrowings relating to the Victory Packaging acquisition. Interest rates in both years were about 1.8 percent.  Amortization of debt issuance costs were about $6 million for 2015 and 2014. Loss on debt extinguishment totaled $1 million in 2015 compared to $6 million in 2014 reflecting lower voluntary debt prepayments in 2015.

The effective income tax rate for the year ended December 31, 2015 was 34.2 percent compared to 34.0 percent for 2014.  The effective cash tax rate in 2015 was approximately 35 percent.

Cash Flow and Working Capital

Cash and cash equivalents decreased by $1 million in the quarter ended December 31, 2015, from September 30, 2015 to $7 million.   The Company generated $86 million of net cash from operating activities during the fourth quarter and made a $52 million voluntary debt prepayment. Capital expenditures in the fourth quarter reached $32 million.

For the year ended December 31, 2015, cash and cash equivalents decreased by $22 million from December 31, 2014 reflecting cash provided by operating activities of $262 million, cash used for capital expenditures of $127 million, $617 million paid for the Victory Packaging acquisition and $460 million of cash provided by financing activities. Major capital expenditure projects for 2015 included paper machine upgrades at the Charleston and Longview mills, a new corrugator at the Company’s Aurora, Illinois box plant and other corrugating plant upgrades.

At December 31, 2015, the Company had approximately $404 million of working capital and $477 million of revolver borrowing capacity.

Conclusion

In summary, Stone commented, “Our cash flow generation is strong.   We are well-poised and determined to achieve our synergy target with Victory and to steer through the global economic issues facing us in order to grow profitably.”

Conference Call

KapStone will host a conference call at 11 a.m. ET, Wednesday, February 10, 2016, to discuss the Company’s financial results for the 2015 fourth quarter. All interested parties are invited to listen and may do so by either accessing a simultaneous broadcast webcast on KapStone’s website, http://www.kapstonepaper.com, or for those unable to access the webcast, the following dial-in numbers are available:

3

Domestic:  866-515-2910

International: 617-399-5124
Participant Passcode:  74069294

A presentation to be viewed in conjunction with the call will also be available on our website, http://www.kapstonepaper.com, in the “Investors” section.

Replay of the webcast will be available for 30 days on the Company’s website following the call.

About the Company

Headquartered in Northbrook, IL, KapStone Paper and Packaging Corporation is the fifth largest producer of containerboard and corrugated packaging products and is the largest kraft paper producer in the United States. The Company has four paper mills, 21 converting plants and 60 distribution centers. The business has approximately 6,400 employees.

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted Net Income”, and “Adjusted Diluted EPS” to measure our operating performance. Management uses these measures to focus on the on-going operations, and believes it is useful to investors because they enable them to perform meaningful comparisons of past and present operating results. The Company believes that EBITDA and Adjusted EBITDA provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency to key measures used to evaluate the performance and liquidity of the Company. Management uses EBITDA and Adjusted EBITDA for evaluating the Company’s performance against competitors and as a primary measure for employees’ incentive programs. Reconciliations of Net Income to EBITDA, EBITDA to Adjusted EBITDA, Net Income to Adjusted Net Income, Basic EPS to Adjusted Basic EPS, and Diluted EPS to Adjusted Diluted EPS are included in the financial schedules contained in this press release. However, these measures should not be construed as an alternative to any other measure of performance determined in accordance with GAAP.

Forward-Looking Statements

Statements in this news release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by words such as “may,” “will,” “should,” “would,’ “expect,” “project,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “outlook,” or “continue,” the negative of these terms or other similar expressions. These statements reflect management’s current views and are subject to risks, uncertainties and assumptions, many of which are beyond the Company’s control that could cause actual results to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially include, but are not limited to: (1) industry conditions; (2) market and economic factors; (3) results of legal proceedings and compliance costs; (4) the ability to achieve and effectively manage growth; (5) the ability to pay the Company’s debt obligations; (6) the ability to carry out the Company’s strategic initiatives and manage associated costs; (7) managing labor relations and (8) realizing the synergies and benefits of the Victory Packaging acquisition. Further information on

4

these and other risks and uncertainties is provided under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, under Part II, Item 1.A. “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2015 and September 30, 2015, and elsewhere in reports that the Company files with the SEC. These filings can be found on KapStone’s Web site at http://www.kapstonepaper.com and the SEC’s Web site at www.sec.gov. Forward-looking statements included herein speak only as of the date hereof and the Company disclaims any obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.

5

KapStone Paper and Packaging Corporation

Consolidated Statements of Income

(In thousands, except share and per share amounts)

(Preliminary and unaudited)

	Quarter Ended December 31,						Year Ended December 31,
	2015			2014			2015			2014
Net sales	$	764,238		$	563,413		$	2,789,345		$	2,300,920
Cost and expenses:
Cost of sales, excluding depreciation and amortization	560,743			387,397			1,982,686			1,551,531
Depreciation and amortization	47,562			34,968			162,179			136,548
Freight and distribution expenses	66,528			44,072			234,469			175,901
Selling, general and administrative expenses	60,592			34,638			210,844			137,009
Operating income	28,813			62,338			199,167			299,931
Foreign exchange gain / (loss)	(852		)	(363		)	(2,556		)	(1,222		)
Loss on debt extinguishment	590			2,654			1,218			5,617
Interest expense, net	9,303			7,192			33,759			32,491
Income before provision for income taxes	18,068			52,129			161,634			260,601
Provision for income taxes	6,244			18,026			55,248			88,686
Net income	$	11,824		$	34,103		$	106,386		$	171,915
Net income per share:
Basic	$	0.12		$	0.36		$	1.11		$	1.79
Diluted	$	0.12		$	0.35		$	1.09		$	1.76
Weighted-average number of shares outstanding:
Basic	96,321,138			96,025,480			96,257,749			95,900,179
Diluted	97,663,564			97,562,816			97,635,539			97,459,184
Effective income tax rate	34.6		%	34.6		%	34.2		%	34.0		%
Net Income (GAAP) to EBITDA (Non-GAAP) to Adjusted EBITDA (Non-GAAP):
Net income (GAAP)	$	11,824		$	34,103		$	106,386		$	171,915
Interest expense, net	9,303			7,192			33,759			32,491
Provision for income taxes	6,244			18,026			55,248			88,686
Depreciation and amortization	47,562			34,968			162,179			136,548
EBITDA (Non-GAAP)	$	74,933		$	94,289		$	357,572		$	429,640
Stock-based compensation expense	1,713			1,326			9,835			6,956
Longview integration expenses	946			3,174			2,520			6,524
Victory Packaging acquisition expenses	2,690			—			13,062			—
Voluntary separation plan and severance	102			563			5,076			6,846
Longview work stoppage	673			—			15,137			—
Loss on debt extinguishment	590			2,654			1,218			5,617
Adjusted EBITDA (Non-GAAP)	$	81,647		$	102,006		$	404,420		$	455,583
Net Income (GAAP) to Adjusted Net Income (Non-GAAP):
Net income (GAAP)	$	11,824		$	34,103		$	106,386		$	171,915
Stock-based compensation expense	1,120			869			6,432			4,556
Longview integration and other expenses	619			2,079			1,648			4,273
Victory Packaging acquisition expenses	1,759			—			8,543			—
Voluntary separation plan and severance	67			369			3,320			4,484
Longview work stoppage	440			—			9,900			—
Acquisition tax adjustments	—			830			398			551
Loss on debt extinguishment	386			1,738			797			3,679
Adjusted Net Income (Non-GAAP)	$	16,215		$	39,988		$	137,424		$	189,458
Basic EPS (GAAP) to Adjusted Basic EPS (Non-GAAP):
Basic EPS (GAAP)	$	0.12		$	0.36		$	1.11		$	1.79
Stock-based compensation expense	0.01			0.01			0.07			0.05
Longview integration and other expenses	0.01			0.02			0.02			0.04
Victory Packaging acquisition expenses	0.02			—			0.09			—
Voluntary separation plan and severance	—			—			0.03			0.05
Longview work stoppage	0.01			—			0.11			—
Acquisition tax adjustments	—			0.01			—			0.01
Loss on debt extinguishment	—			0.02			—			0.04
Adjusted Basic EPS (Non-GAAP)	$	0.17		$	0.42		$	1.43		$	1.98
Diluted EPS (GAAP) to Adjusted Diluted EPS (Non-GAAP):
Diluted earnings per share (GAAP)	$	0.12		$	0.35		$	1.09		$	1.76
Stock-based compensation expense	0.01			0.01			0.07			0.05
Longview integration and other expenses	0.01			0.02			0.02			0.04
Victory Packaging acquisition expenses	0.02			—			0.09			—
Voluntary separation plan and severance	—			—			0.03			0.05
Longview work stoppage	0.01			—			0.11			—
Acquisition tax adjustments	—			0.01			—			—
Loss on debt extinguishment	—			0.02			—			0.04
Adjusted Diluted EPS (Non-GAAP)	$	0.17		$	0.41		$	1.41		$	1.94

6

KapStone Paper and Packaging Corporation

Consolidated Balance Sheets

(In thousands)

	December 31,			December 31,
	2015			2014
	(Preliminary and unaudited)
Assets
Current assets:
Cash and cash equivalents	$	6,821		$	28,467
Trade accounts receivable, net of allowances	363,869			228,740
Other receivables	18,732			12,833
Inventories	335,903			238,329
Prepaid expenses and other current assets	28,932			7,172
Total current assets	754,257			515,541
Plant, property and equipment, net	1,406,146			1,386,670
Other assets	12,532			10,135
Intangible assets, net	344,583			110,077
Goodwill	704,592			533,851
Total assets	$	3,222,110		$	2,556,274
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings	$	6,400		$	—
Dividend payable	9,862			9,911
Accounts payable	196,491			149,600
Accrued expenses	73,138			48,340
Accrued compensation costs	64,149			62,491
Accrued income taxes	15			6,477
Total current liabilities	350,055			276,819
Long-term debt, net of current portion	1,543,748			1,046,063
Pension and post-retirement benefits	40,510			32,800
Deferred income taxes	418,479			414,283
Other liabilities	24,038			8,182
Total other liabilities	2,026,775			1,501,328
Stockholders’ equity:
Common stock $0.0001 par value	10			10
Additional paid-in capital	266,220			255,505
Retained earnings	642,306			574,601
Accumulated other comprehensive (loss) income	(63,256		)	(51,989		)
Total stockholders’ equity	845,280			778,127
Total liabilities and stockholders’ equity	$	3,222,110		$	2,556,274

7

KapStone Paper and Packaging Corporation

Consolidated Statements of Cash Flows

(In thousands)

(Preliminary and unaudited)

	Quarter Ended December 31,						Year Ended December 31,
	2015			2014			2015			2014
Operating activities:
Net income	$	11,824		$	34,103		$	106,386		$	171,915
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	47,562			34,968			162,179			136,548
Stock-based compensation expense	1,713			1,326			9,835			6,956
Pension and postretirement	(2,803		)	(1,584		)	(11,182		)	(11,523		)
Excess tax benefits from stock-based compensation	(131		)	311			(1,649		)	(2,649		)
Amortization of debt issuance costs	1,182			1,281			5,546			5,696
Loss on debt extinguishment	590			2,654			1,218			5,617
Loss on disposal of fixed assets	946			3,049			951			4,252
Inventory step-up expense	—			—			5,800			—
Deferred income taxes	4,601			3,622			11,042			2,455
Changes in operating assets and liabilities	20,325			27,419			(27,669		)	(6,069		)
Net cash provided by operating activities	$	85,809		$	107,149		$	262,457		$	313,198
Investing activities:
Victory Packaging acquisition	—			—			(617,046		)	—
Capital expenditures	(31,861		)	(24,865		)	(126,756		)	(137,232		)
Net cash used in investing activities	$	(31,861	)	$	(24,865	)	$	(743,802	)	$	(137,232	)
Financing activities:
Proceeds from revolving credit facility	$	81,800		$	—		$	350,000		$	97,900
Repayments on revolving credit facility	(77,400		)	—			(343,600		)	(97,900		)
Proceeds from receivables credit facility	21,740			—			134,701			175,000
Repayments on receivables credit facility	(17,639		)	(8,000		)	(36,088		)	(8,000		)
Repayments of long-term debt	(51,750		)	(150,000		)	(116,438		)	(328,525		)
Proceeds from long-term debt	—			—			519,763			—
Payment of debt issuance and loan amendment costs	—			—			(10,790		)	(1,081		)
Proceeds from other current borrowings	—			—			6,615			6,300
Repayments of other current borrowings	(2,214		)	(1,162		)	(6,615		)	(6,300		)
Cash dividends paid	(9,631		)	(223		)	(38,729		)	(223		)
Payment of withholding taxes on vested stock awards	(48		)	—			(2,508		)	(1,755		)
Proceeds from exercises of stock options	118			230			896			869
Proceeds from issuance of shares to ESPP	(1		)	—			843			600
Excess tax benefits from stock-based compensation	131			(311		)	1,649			2,649
Net cash provided by (used in) financing activities	$	(54,894	)	$	(159,466	)	$	459,699		$	(160,466	)
Net increase / (decrease) in cash and cash equivalents	(946		)	(77,182		)	(21,646		)	15,500
Cash and cash equivalents-beginning of period	7,767			105,649			28,467			12,967
Cash and cash equivalents-end of period	$	6,821		$	28,467		$	6,821		$	28,467

8

KapStone Paper and Packaging Corporation

Operating Segment Information

(In thousands)

(Preliminary and unaudited)

	Net Sales								Operating			Depreciation				Total Assets
Three Months Ended December 31, 2015	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures		at Dec. 31, 2015
Paper and Packaging	$	522,815	$	13,864		$	536,679		$	33,691		$	40,640	$	26,627	$	2,489,683
Distribution (a)	241,423		—			241,423			7,860			5,641		1,664		675,204
Corporate	—		—			—			(12,738		)	1,281		3,570		57,223
Intersegment eliminations	—		(13,864		)	(13,864		)	—			—		—		—
	$	764,238	$	—		$	764,238		$	28,813		$	47,562	$	31,861	$	3,222,110
	Net Sales								Operating			Depreciation				Total Assets
Three Months Ended December 31, 2014	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures		at Dec. 31, 2014
Paper and Packaging	$	563,413	$	—		$	563,413		$	70,620		$	34,199	$	21,534	$	2,505,896
Distribution (a)	—		—			—			—			—		—		—
Corporate	—		—			—			(8,282		)	769		3,331		50,378
Intersegment eliminations	—		—			—			—			—		—		—
	$	563,413	$	—		$	563,413		$	62,338		$	34,968	$	24,865	$	2,556,274

	Net Sales								Operating			Depreciation
Year Ended December 31, 2015	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures
Paper and Packaging	$	2,206,396	$	22,280		$	2,228,676		$	224,012		$	145,363	$	108,599
Distribution (a)	582,949		—			582,949			20,719			13,108		3,190
Corporate	—		—			—			(45,564		)	3,708		14,967
Intersegment eliminations	—		(22,280		)	(22,280		)	—			—		—
	$	2,789,345	$	—		$	2,789,345		$	199,167		$	162,179	$	126,756
	Net Sales								Operating			Depreciation
Year Ended December 31, 2014	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures
Paper and Packaging	$	2,300,920	$	—		$	2,300,920		$	334,753		$	133,302	$	128,593
Distribution (a)	—		—			—			—			—		—
Corporate	—		—			—			(34,822		)	3,246		8,639
Intersegment eliminations	—		—			—			—			—		—
	$	2,300,920	$	—		$	2,300,920		$	299,931		$	136,548	$	137,232

(a) Reflects Victory Packaging acquisition as of June 1, 2015

9

KapStone Paper and Packaging Corporation

Operating Segment EBITDA and Adjusted EBITDA

(In thousands)

(Preliminary and unaudited)

	Quarter Ended December 31,						Year Ended December 31,
Paper and Packaging	2015			2014			2015			2014
Segment income*	$	33,225		$	70,257		$	222,844		$	333,531
Depreciation and amortization	40,640			34,199			145,363			133,302
EBITDA	73,865			104,456			368,207			466,833
Longview work stoppage	673			—			15,137			—
Voluntary separation and severance	102			563			5,076			6,846
Longview integration expenses	946			3,174			2,520			6,524
Adjusted EBITDA	$	75,586		$	108,193		$	390,940		$	480,203
Adjusted EBITDA margin	14.1		%	19.2		%	17.5		%	20.9		%

	Quarter Ended December 31,					Year Ended December 31,
Distribution	2015			2014		2015			2014
Segment income*	$	7,474		$	—	$	19,331		$	—
Depreciation and amortization	5,641			—		13,108			—
EBITDA	13,115			—		32,439			—
Inventory step-up expense	440			—		5,800			—
Acquisition expenses	620			—		620			—
Severance	65					168
Adjusted EBITDA	$	14,240		$	—	$	39,027		$	—
Adjusted EBITDA margin	5.9		%	—		6.7		%	—

	Quarter Ended December 31,						Year Ended December 31,
Corporate	2015			2014			2015			2014
Segment income / (loss) **	$	(13,328	)	$	(10,936	)	$	(46,782	)	$	(40,439	)
Depreciation and amortization	1,281			769			3,708			3,246
EBITDA	(12,047		)	(10,167		)	(43,074		)	(37,193		)
Stock-based compensation expense	1,713			1,326			9,835			6,956
Victory Packaging acquisition expenses	2,070			—			6,642			—
Loss on debt extinguishment	590			2,654			1,218			5,617
Adjusted EBITDA	$	(7,674	)	$	(6,187	)	$	(25,379	)	$	(24,620	)

*   Includes foreign exchange losses

** Includes loss on debt extinguishment

10

EX-99.2

Exhibit 99.2

2015 Fourth Quarter and Full Year Review Roger W. Stone Chairman and Chief Executive Officer Andrea K. Tarbox Vice President and Chief Financial Officer February 9, 2016 1

Forward Looking Statements Forward-Looking Statements The information in this presentation and statements made during this presentation may contain certain forward-looking statements within the meaning of federal securities laws. These statements reflect management’s expectations regarding future events and operating performance. Risk Factors These forward-looking statements involve a number of risks and uncertainties. A list of the factors that could cause actual results to differ materially from those expressed in, or underlying, any forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, such as its annual and quarterly reports. The Company disclaims any obligation to revise or update such statements to reflect the occurrence of events after the date of this presentation. Non-GAAP Financial Measures This presentation refers to non-U.S. GAAP financial information. A reconciliation of non U.S. GAAP to U.S. GAAP financial measures is available website at KapStonepaper.com under Investors. A reconciliation of on the company’s 2

2015 – A Year of Challenges and Opportunities Challenges Strengthening dollar significantly impacted results reducing revenues and margins ƒ ƒ Approximately 20% of revenues at start of 2015 exposed to FX fluctuations Export product revenues were down $37 million reflecting fewer tons sold and a $40 per ton decrease in average selling price Wood fiber prices in both southeast and northwest increased ƒ ƒ Southeast hit by 1,000 year rainstorm in early October Northwest chip supply decreased by reduced sawmill activity 1st strike in KapStone history West coast port slowdown early in year Productivity - lower than expectations Opportunities Acquisition of Victory Packaging in June ƒ ƒ ƒ ƒ Provides unique system optimization and growth opportunity Significant catalyst in reducing exposure to export markets $30 million synergy run rate to be realized by mid-2016 Seven months of Victory operations provided $35 million of free cash flow Free cash flow for the year was $136 million ƒ ƒ Allows accelerated debt pay down Opportunity to invest in our business Regain and maintain operating excellence 3

Full Year Financial Results 2015 – A Disappointing and Years Ended December 31, ($ in millions, except per share data) Tough Year *Adjusted to exclude non-cash stock compensation, acquisition/integration costs, Longview work stoppage in 2015, severance, and loss on debt extinguishment **Adjusted to exclude items above, net of income taxes and acquisition related income tax adjustments in 2015 and 2014 4 2015 2014 Inc / (Dec) Inc / (Dec) Net Sales $ 2,789 $ 2,301 $488 21% EBITDA $358 $430 $(72) (17%) Adj. EBITDA* $ 404 $ 456 $ (52) (11%) Net Income $106 $172 $(66) (38%) Adj. Net Income** $137 $189 $(52) (28%) Diluted EPS $ 1.09 $ 1.76 $ (0.67) (38%) Adj. Diluted EPS** $ 1.41 $ 1.94 $ (0.53) (27%)

Full Year 2015 Compared to 2014 Tough Global Market Conditions and Productivity lead to Lower Earnings Adjusted EBITDA* Net Sales $28 $11 $47 $583 $5 $28 $2,789 $39 $9 $12 $25 $456 $19 $12 $404 $2,301 Acquisition reflects seven months of revenues and earnings from Victory Packaging Unfavorable price/mix and FX drove mill selling prices $17 per ton lower. The stronger dollar: Negatively impacted both export containerboard and extensible kraft paper prices while providing foreign competitors with significant cost advantages Resulted in FX loss of $11 million on saturating kraft sales Volume decreased 89,000 tons due to higher integration of domestic containerboard, lower export kraft paper shipments and the loss of 29,000 tons due to the September Longview strike Corrugated products volume rose 3% Volume/Productivity includes 36,000 tons of lower mill production and market downtime Victory synergies of $5 million reflects integration benefits with KapStone mill and plant systems Inflation primarily driven by higher fiber costs, compensation and benefits partially offset by lower OCC Other includes lower lumber and energy sales mainly due to lower prices *Adjusted to exclude non-cash stock compensation, strike costs, acquisition and severance related costs and loss on debt extinguishment 5 $ in Millions $ in Millions

Fourth Quarter Financial Results (1) Percentage change calculations made using unrounded source financials (2) Adjusted to exclude non-cash stock compensation and acquisition, integration, severance expenses and loss on debt extinguishment. Net of income taxes for Adjusted I Net Income (3) Includes $3 million net of tax and $0.03 per share impact in Q4 and Q3 2015 from amortization of intangibles for Victory purchase accounting 6 ($ in Millions, except per share) Q4 2015 Q4 2014 Inc/(Dec) (1) Q3 2015 Inc/(Dec) (1) Net Sales $ 764 $ 563 36% $ 808 (5%) EBITDA $75 $94 (21%) $103 (27%) Adj. EBITDA(2) $82 $102 (20%) $126 (35%) Net Income (3) $ 12 $ 34 (65%) $ 34 (65%) Adj. Net Income(2) $16 $40 (60%) $49 (68%) Diluted EPS(4) $0.12 $0.35 (66%) $0.35 (66%) Adj. Diluted EPS(3) $0.17 $0.41 (59%) $0.51 (67%)

 Q4 2015 Compared to Q4 2014 Actual Acquisition is Key Driver YOY While Price and Mix Declines Continue Adjusted EBITDA Net Sales $4 $12 $14 $2 $2 $102 $6 $242 $12 $2 $7 $23 $4 $764 $9 $82 $563 Victory Packaging acquisition added $242 million in sales, $14 million of adjusted EBITDA, and provided $4 million of synergies Collectively, unfavorable price/mix and FX drove mill selling prices $31 per ton lower ƒ Strong dollar negatively impacted export containerboard prices and resulted in FX loss on saturating kraft sales Lower domestic kraft paper and containerboard prices ƒ Change in outage costs reflects Charleston PM 1 upgrade in December 2015 (loss of 12,000 tons) offset by Roanoke Rapids annual outage in October 2014 (loss of 11,200 tons) Market-related downtime of 27,000 tons reflects an 8 day curtailment at Longview Inflation negatively impacted adjusted EBITDA by $7 million ƒ ƒ Compensation and benefit increases Fiber costs about $4 million mainly due to severe flooding in Southeast (1,000 year storm) Volume and productivity reflects lower mill production from lack of orders and production issues at Charleston *Adjusted to exclude non-cash stock compensation, acquisition and severance related costs, and loss on debt extinguishment 7 $ in Millions $ in Millions

Q4 2015 Compared to Q3 2015 Actual Seasonality, Productivity, Outages and Market-Downtime Lower Earnings Net Sales $808 Adjusted EBITDA* $6 $11 $24 $4 $3 $11 $4 $764 $126 $15 $9 $3 $6 $82 Victory Packaging revenues and earnings were seasonally lower by $6 and $4 million, respectively Price and mix reflects average mill selling prices decreasing $25 per ton to $646 driven by lower export containerboard prices, FX and a less favorable product mix Victory synergies reflects $5 million for the year less the $1 million recognized in Q3 2015 Lower sales volume of $24 million includes lower seasonal containerboard volume and lower export kraft paper mainly due to lower demand and increased competition. Corrugated products 2 percent seasonally lower Productivity reflects lower mill production due to issues following a machine upgrade at Charleston (loss of 12,000 tons) Higher planned outages of $9 million reflects Charleston PM1 upgrade Market-related downtime reflects impact of eight-day curtailment at Longview (loss of 27,000 tons) 8 $ in Millions $ in Millions

Positive Cash Flow Despite Difficult Quarter Free cash flow for the year was $136 million and $54 million for Q4 2015, down YOY on lower operating earnings Net ƒ ƒ ƒ debt at December 31, 2015 - $1,565 million Weighted average interest rate of 2.00% Debt pay down included $52 million voluntary prepayment on term Voluntary prepayments since Victory acquisition in June 2015 total million loans $104 Available revolver balance is $477 millio Capex for Q4 2015 was $32 million and $127 million for the 2015 year 9

Summary of Key Assumptions for Q1 2016 Inclusion of Victory Prices and volume – Compared to Q1 2015 ƒ ƒ ƒ Lower export containerboard prices Lower export kraft paper prices Lower west coast linerboard and corrugated medium prices (announced in Q3 and Q4) January 2016 index reduction of $15 per ton for linerboard and $20 per ton for medium FX impact expected to be negative $1 - $2 million (average rate of $1.12 in Q1 2015) One additional shipping day due to leap year ƒ ƒ ƒ Current planned outages and major maintenance ƒ ƒ Expense for Q1 2016 comparable to Q1 2015 Loss of 5,100 production tons in Q1 2016 versus 2,000 tons in Q1 2015 Inflation ƒContinuation of higher fiber prices in the southeast following October 2015 flood No west coast port slowdown Effective income tax rate from operations of 35 percent. Cash tax rate similar to ETR CAPEX expected to be $30 to 35 million 10

Summary of Key Assumptions for 2016 Full year of Victory Packaging results Price changes: ƒ Full year of West coast medium and linerboard reductions of $20 and $10 per ton, respectively (reductions took effect on August 1 and October 1) ƒ January 2016 index reductions of $15 per ton for LB and $20 have annualized impact of approximately $20 to $26 million for CM will Will be fully implemented by end of 2Q o Production and shipping ƒ One additional production day due to leap year Planned maintenance outage expense of $42 million, 2015 or $4 million higher than ƒ 25,000 tons of lost production Fiber costs expected to be comparable to 2015 Lower pension income (about $7 million) CAPEX is expected to be $115 million for the full year Depreciation and amortization will approximate $190 million annually ƒ Annual depreciation - approximately $150 million Effective income tax rate of 35%. Cash tax rate about the same 11

Appendix

Quarterly Key Performance Indicators Sales and Production Mill External Shipments (000) Avg Mill Revenue per Ton Tons Produced (000) 656 681 662 677 671 646 473 458 454 4Q 15 Actual 3Q 15 Actual 4Q 14 Actual 4Q 15 Actual 3Q 15 Actual 4Q 14 Actual 4Q 15 Actual 3Q 15 Actual 4Q 14 Actual Paper and Packaging Product Mix (000 Tons) Containerboard and Corrugated products (1) Specialty paper (2) Internal Consumption 438 425 408 253 250 249 220 193 181 4Q 15 Actual 3Q 15 Actual 4Q 14 Actual 4Q 15 Actual 3Q 15 Actual 4Q 14 Actual 4Q 15 Actual 3Q 15 Actual 3Q 14 Actual (1) Containerboard includes all domestic and export sales of linerboard and medium (2) Specialty products include Kraftpak, Durasorb, Kraft paper and roll pulp 13

Annual Key Performance Indicators Sales and Production Mill External Shipments (000) Avg Mill Revenue per Ton Tons Produced (000) 2,715 2,679 $684 $667 $669 2,080 2,005 1,936 1,857 2015 2014 2013 2015 2014 2013 2015 2014 2013 Paper and Packaging Product Mix (000 Tons) Containerboard and Corrugated products (1) Specialty paper (2) Internal Consumption 1,765 1,686 1,404 1,021 1,031 799 784 675 563 2015 2014 2013 2015 2014 2013 2015 2014 2013 (1) Containerboard includes all domestic and export sales of linerboard and medium (2) Specialty products include Kraftpak, Durasorb, Kraft paper and roll pulp 14

Maintenance Outage Expense & Production Impact * The 14,300 ton impact is due to the paper machine #3 upgrade in Charleston ** The 10,400 ton impact is due to the Roanoke Rapids mill annual outage. In 2014 this outage occurred in Q4 with 11,200 tons lost *** The 16,900 ton impact includes 12,200 tons for paper machine #1 upgrade at Charleston 15 Financial Impact ($ in Millions) Q1 Q2 Q3 Q4 Year 2014 Actual $ 14.8 $ 5.2 $ 5.2 $ 10.9 $36.1 2015 Actual $8.6 $11.1 $4.4 $13.3 $37.4 2016 Plan $8.1 $19.1 $4.3 $10.1 $41.6 Q2 Q3 Q4 Year Lost Production Impact (Tons) Q1 2014 Actual 14,300* 5,400 - 14,500 34,200 2015 Actual 2,000 10,400** 2,400 16,900*** 31,700 2016 Plan 5,100 14,000 2,500 3,600 25,200