MeadWestvaco Corporation in $325 Million Debt Tender Offer

September 16, 2009

Cleary Gottlieb represented Citigroup Global Markets Inc. and UBS Securities LLC, as lead dealer managers, and Banc of America Securities LLC, Barclays Capital Inc., Goldman, Sachs & Co. and RBS Securities Inc., as co-dealer managers, in a cash tender offer by MeadWestvaco Corporation, to purchase up to $325 million in aggregate principal amount of its 6.85% Notes due 2012.

The tender offer launched on August 17, expired on September 15 and closed on September 16. Holders of approximately $314 million aggregate principal amount of notes, representing nearly 50% of the total principal amount of notes outstanding prior to the offer, tendered in the offer, and MeadWestvaco accepted all notes tendered.

The purpose of the tender offer was to reduce the amount of indebtedness owed by MeadWestvaco and to reduce its interest expense.

MeadWestvaco is a global packaging company that provides packaging solutions to many of the world’s brands in the healthcare, personal and beauty care, food, beverage, tobacco, media and entertainment, and home and garden industries. MeadWestvaco also has other business operations that serve the consumer and office products, specialty chemicals, forestry and real estate markets. MeadWestvaco operates in 30 countries and serves customers in approximately 100 nations.