Verso Paper Corp. and NewPage Holdings Inc. have entered into a definitive agreement under which Verso will acquire NewPage in a transaction valued at $1.4 billion. Upon closing of the transaction, the combined company will have sales of approximately $4.5 billion and 11 manufacturing facilities located in six states. The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second half of 2014, subject to regulatory approvals.
Compelling Strategic Rationale
“The combination of Verso and NewPage will create a stronger business that is better positioned to serve our customers and compete in a competitive global marketplace,” said David J. Paterson, Verso’s President and Chief Executive Officer. “We continue to face increased competition from electronic substitution for print and international producers, but as a larger, more efficient organization with a sustainable capital structure, we will be better positioned to compete effectively and deliver solid results despite the industry’s continuing challenges. Furthermore, we believe the transaction provides stakeholders in both companies with meaningful, compelling value.”
George F. Martin, President and Chief Executive Officer of NewPage, commented, “We believe this agreement with Verso represents the best way forward for our stakeholders. A combined Verso and NewPage will be able to achieve greater efficiencies, which will enable it to serve clients with a high level of product quality and innovation. Together we will have increased manufacturing efficiency, greater flexibility and an even more solid and capable platform.”
The combination of the two companies is expected to result in at least $175 million of pre-tax total cost synergies, which are expected to be achieved during the first 18 months after completion of the transaction. As a result of the transaction, when compared to stand-alone Verso, the combined company will be substantially deleveraged with a pro forma debt-to-EBITDA ratio materially lower than Verso’s current debt-to-EBITDA ratio.
Terms of the Transaction
Under the terms of the transaction, NewPage’s equity holders will receive total cash and debt consideration of $900 million, consisting of $250 million in cash, most of which will be paid to the stockholders as a special dividend prior to closing and the remainder of which will be paid at closing, and $650 million of new Verso first lien notes to be issued at closing. NewPage’s equity holders also will receive shares of Verso common stock representing 20 percent (subject to potential adjustment up to 25 percent under certain circumstances) of the outstanding shares as of immediately prior to closing. Certain of NewPage’s stockholders owning a majority of the outstanding shares of NewPage common stock have agreed to vote their shares in favor of the approval of the transaction.
Verso will finance the acquisition through $750 million in committed financing, which will be used to pay the cash portion of the merger consideration and to refinance NewPage’s existing $500 million term loan prior to closing. The value of the transaction is $1.4 billion, composed of the cash consideration, the $650 million of new Verso first lien notes, the Verso common stock and the refinancing of NewPage’s $500 million term loan. In addition, Verso intends to conduct exchange offers and consent solicitations for its outstanding fixed-rate second lien notes and subordinated notes. The closing of the acquisition is conditioned upon the consummation of the exchange offers. The transaction also is subject to regulatory approvals and other closing conditions.
Leadership and Governance
Dave Paterson, the CEO of Verso, will lead the combined organization. At closing, Verso has agreed to appoint to its board of directors a current director of NewPage. Prior to closing, the current leadership teams of Verso and NewPage will continue to lead their respective organizations to ensure that both companies continue to provide quality products and services to their customers and to ensure completion of the proposed transaction.
Representatives from both Verso and NewPage will be chosen to comprise a team in charge of leading integration efforts on behalf of the combined company after the closing. The two companies will work together to ensure a smooth transition for their stakeholders, and their focus will be to retain the best talent from Verso and NewPage for the combined company.
Verso’s M&A advisors are Evercore, Barclays and Credit Suisse, and its legal advisors are Kirkland & Ellis LLP, Morgan, Lewis & Bockius LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP. Palisades Capital also acted as a financial advisor to Verso. NewPage’s financial advisor is Goldman, Sachs & Co., and its legal advisor is Sullivan & Cromwell LLP.