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NewPage Turns Down (Another) Verso Merger Bid

$1.425 billion offer floated to first-lien noteholders.



Bill Mickey By Bill Mickey
07/03/2012

 

A pair of announcements yesterday and today have shed light on the on-again-off-again discussions between paper makers Verso and NewPage entertaining a potential merger agreement.

In this latest round, Verso is essentially making it publicly known that it floated a stock and cash offer to NewPage first-lien noteholders back in May then superseded that with another term sheet in June, but Verso's courting so far has been rebuffed by NewPage, which has been trying to finalize its Chapter 11 reorganization plan.

Verso says it offered NewPage $150 million in stock and $200 million in cash plus $1.075 billion in Verso first-lien notes for a $1.425 billion value. In addition, Verso says it would pay for NewPage's debtor-in-posession financing and for the priority claims associated with the bankruptcy. NewPage entered Chapter 11 last September.

Rumors and actual discussion of a merger began in 2010 and seemed to fade out early in 2011. Verso has kept up the pressure with this latest proposal, but is facing yet another rejection.

In its announcement of its offer yesterday, Verso expressed its frustration at the stonewalling. "Despite these advantages, Verso has been disappointed with the lack of progress in advancing its discussions with the first-lien noteholders. Verso continues to believe that its proposed transaction is the most sensible."

In a response announcement released today, NewPage says it thoroughly evaluated the unsolicited proposal and determined that the combined company presented "significant downside risks," adding that the first-lien noteholders that Verso approached didn't like the offer either.Ā  "Accordingly, NewPage does not anticipate further discussions regarding this proposal."

NewPage reported $3.5 billion in revenue for 2011, down 3 percent from 2010. The company had a net income loss of $524 million in 2011.

Bill Mickey By Bill Mickey
07/03/2012







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