Verso Completes NewPage Acquisition

Verso Corp., Memphis, Tenn, USA, a North American producer of printing and specialty papers and pulp, announced yesterday (January 7) the completion of its acquisition of NewPage Holdings Inc. The transaction, valued at approximately $1.4 billion, originally was announced on January 6, 2014. With the completion of the NewPage acquisition, Verso will have approximately $3.5 billion in annual sales and approximately 5,800 employees in eight mills across six states.

"The combination of Verso and NewPage creates a stronger, more stable company with an effective strategy to weather industry headwinds and reduce operating costs, while ensuring our customers continue to benefit from the distinctive quality and service that they have come to expect from us," said David J. Paterson, Verso's president and CEO. "We continue to face increased competition from electronic substitution for print and from international producers, but as a larger, more efficient organization with a sustainable capital structure, we are better positioned to deliver solid results despite the industry's continuing challenges."

The combination is expected to result in substantial cost synergies during the next 18 months. "With the complementary asset base and shared strategic focus on coated paper manufacturing, this acquisition represents a relatively low integration risk, so we remain confident that we can deliver the synergies within the expected timeframe," Paterson said.

"This combination and the related financial transactions have created value for the securities holders of both companies," said Mark Angelson, chairman of NewPage. "Our customers, our employees and the communities in which they live and work will be in able hands with the new Verso team as they navigate the turbulent waters of this challenging industry. I thank our directors and management for a job well done in safely landing our ship, and wish the Verso team well going forward." 

In a related transaction, immediately prior to the Verso acquisition, NewPage completed the divestiture of its paper mill in Biron, Wis., and its pulp and paper mill in Rumford, Maine, to Catalyst Paper Operations Inc., a subsidiary of Catalyst Paper Corp., Richmond, B.C., Canada. The divestiture, originally announced on Oct. 30, 2014, was undertaken pursuant to a settlement with the U.S. Department of Justice that enabled the NewPage acquisition to proceed.

Promptly after the NewPage acquisition was completed, Verso changed its name from Verso Paper Corp. to Verso Corporation. The name change symbolizes Verso's intention to broaden its business platform and seek alternative revenue streams to augment its core printing papers, specialty papers, and pulp segments. Verso's ticker symbol on the New York Stock Exchange (NYSE: VRS) will remain the same. Its website address has been changed to www.versoco.com. 

As previously announced, Verso's existing senior leadership team will continue to lead the organization, with Paterson continuing as president and CEO. The rest of Verso's senior leadership team consists of the following persons, each of whom currently is an executive of Verso:

• Lyle J. Fellows, SVP of Manufacturing and Energy, is responsible for the mill and converting network, forest resources, manufacturing technology, and energy 
• Robert P. Mundy, SVP and CFO, has responsibility for all financial areas, including financial planning and analysis, tax, corporate finance and treasury functions, accounting and audit functions, and investor relations. 
• Michael A. Weinhold, SVP of Sales, Marketing, and Product Development, is responsible for sales, marketing, e-commerce, new business development, planning, logistics, customer service, field technical sales, product development, and pricing management 
• Peter H. Kesser, SVP, General Counsel and Secretary, has responsibility for all legal matters, including governance and compliance 
• Kenneth D. Sawyer, SVP of Human Resources and Communications, is responsible for all human resources and people systems, including talent management and development, labor relations, performance management, compensation and benefits, as well as communications and public affairs. 
• Benjamin Hinchman IV, VP and Chief Information Officer, has responsibility for the planning, development, and operation of all information technology systems 
• Joseph C. Duffy, VP of Integrated Planning and Control, is responsible for integration of the two companies and other business coordination and planning activities.

In addition, following the NewPage acquisition, Verso's board of directors increased its size from 9 to 10 directors and elected Robert M. Amen, formerly a director of NewPage, to serve as a director of Verso. Amen will serve as a Class I director whose term expires at Verso's 2015 annual meeting of stockholders. It is anticipated that Amen will be nominated for election by Verso's stockholders at such meeting to serve for a term of three years.