MIAMISBURG, Ohio, Jan. 16, 2020 /PRNewswire/ -- Verso
Corporation (NYSE: VRS) ("Verso" or the "Company") today announced
that promptly following the consummation of the proposed sale of
Verso's Androscoggin and Stevens Point mills to Pixelle Specialty
Solutions (the "Pixelle Transaction"), the Verso Board intends to
return net proceeds from the Pixelle Transaction to stockholders in
an aggregate amount of up to $282
million and not less than $225
million.
The following charts illustrate the breakdown of the estimated
net proceeds and uses of net cash proceeds from the Pixelle
Transaction:
Purchase
Price
|
$400
million
|
Pension Assumption by
Pixelle
|
- $35
million
|
Estimated Working
Capital Adjustment
|
- $17
million
|
Estimated Transaction
Expenses
|
- $12
million
|
Estimated Net Cash
Proceeds
|
$336
million
|
Use of Net Cash
Proceeds
|
|
Return of Capital to
Verso Stockholders
|
$225-282
million
|
Verso Pension
Contribution
|
$54 million
|
General Corporate
Purposes, while
the Board of Directors continues its
ongoing review of strategic alternatives
|
$0-57
million
|
The Verso Board expects that the return of capital will be made
by way of dividends, share repurchases, conducted either by way of
modified Dutch tender offer, accelerated share repurchase program
or open market purchases, or a combination of dividends and share
repurchases, taking into account the then composition of the
Company's broad and diversified shareholder base. Pension
contributions are expected to be made in fiscal year 2020 and to
offset estimated tax liabilities.
Following the closing of the Pixelle Transaction, Verso will
continue to be a debt-free, streamlined company with significant
financial flexibility. The Company expects that its remaining mills
will continue to provide strong operating cash flow with low
SG&A expenses, and that Verso will be well positioned to
respond to industry trends and to take advantage of opportunities
with high-risk adjusted returns. As previously announced, the Verso
Board, as disciplined stewards of capital, intends to continue its
strategic review in order to create and maximize shareholder
value.
The Pixelle Transaction requires the affirmative vote of a
majority of shares outstanding. Each stockholder's vote FOR
the Pixelle Transaction is imperative and will ensure the
opportunity for stockholders to receive net proceeds from the
transaction.
Verso stockholders of record at the close of business on
December 16, 2019, are entitled to
attend and vote at the Company's upcoming 2019 Annual Meeting of
Stockholders to be held on January 31,
2020. The Company's proxy statement and other important
information related to the Annual Meeting can be found online at
http://www.stockholderdocs.com/VRS.
Verso's Board of Directors (the "Board") unanimously recommends
that stockholders vote "FOR" ALL seven of Verso's nominees,
"FOR" the approval of the Pixelle Transaction (Company Proposal
2), and "FOR" Company Proposals 3 - 8 on the WHITE proxy
card TODAY.
Any stockholder having questions or needing
assistance in voting Verso's WHITE proxy card should
contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
proxy@mackenziepartners.com
(212) 929-5500
or
Toll-Free (800) 322-2885
About Verso
Verso Corporation is the turn-to company
for those looking to successfully navigate the complexities of
paper sourcing and performance. A leading North American producer
of specialty and graphic papers, packaging and pulp, Verso provides
insightful solutions that help drive improved customer efficiency,
productivity, brand awareness and business results. Verso's
long-standing reputation for quality and reliability is directly
tied to our vision to be a company with passion that is respected
and trusted by all. Verso's passion is rooted in ethical business
practices that demand safe workplaces for our employees and
sustainable wood sourcing for our products. This passion, combined
with our flexible manufacturing capabilities and an unmatched
commitment to product performance, delivery and service, make Verso
a preferred choice among commercial printers, paper merchants and
brokers, converters, publishers and other end users. For more
information, visit us online at versoco.com.
Forward-Looking Statements
In this press release, all statements that are not
purely historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
or "Securities Act," and Section 21E of the Securities Exchange Act
of 1934, as amended, or "Exchange Act." Forward-looking statements
may be identified by the words "believe," "expect," "anticipate,"
"project," "plan," "estimate," "intend" and other similar
expressions. They include, for example, statements relating to our
business and operating outlook; assessment of market conditions;
and the growth potential of the industry in which we operate.
Forward-looking statements are based on currently available
business, economic, financial and other information and reflect
management's current beliefs, expectations and views with respect
to future developments and their potential effects on us. Actual
results could vary materially depending on risks and uncertainties
that may affect us and our business. The following factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: the long-term structural decline
and general softening of demand facing the paper industry; our
exploration of strategic alternatives, including the possible sale
or merger of our entire company or a material portion of our
business and our ability to consummate any such strategic
transactions, including the proposed sale of our Androscoggin Mill
and Stevens Point Mill; the risk that the purchase agreement for
the sale transaction would limit our ability to pursue other
strategic alternatives to the sale transaction; the risk that the
purchase agreement for the sale transaction might expose us to
contingent liabilities; risks related to our ability to obtain
stockholder approval for the sale transaction; the risk that the
pending sale transaction could create unknown impacts on our future
prospects; the risk that the amount of net proceeds that we would
receive from the sale transaction is subject to uncertainties; the
risk that stockholders are not guaranteed to receive any of the
proceeds from the sale transaction; the risk that management could
spend or invest the net proceeds from the sale transaction in ways
against stockholders' wishes; the risk that some of our executive
officers might have interests in the sale transaction that might be
in addition to, or different from, stockholders' interests; the
risk that our business following the sale transaction would be
reduced and less diversified; the risk that we would be unable to
compete with respect to certain specialty paper products for two
years after the closing of the sale transaction; the risk that we
may be unable to obtain governmental and regulatory approvals
required for the sale transaction, or required governmental and
regulatory approvals may delay the transaction or result in the
imposition of conditions that could cause the parties to abandon
the sale transaction; the risk that an event, change or other
circumstances could give rise to the termination of the sale
transaction; the risk that failure to consummate the sale
transaction might materially and adversely affect our business,
financial condition and results of operation; the risk that a
condition to closing of the sale transaction may not be satisfied;
the risk that we would be required to pay a termination fee or
expense reimbursement if the purchase agreement for the sale
transaction is terminated under specified circumstances, which
might discourage third parties from submitting an alternative
proposal; the timing to consummate the sale transaction; the risk
that any announcement relating to the sale transaction could have
adverse effects on the market price of our common stock; the risk
of and the outcome of any pending or threatened litigation related
to the sale transaction or the Annual Meeting; the risk of
disruption from the sale transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
diversion of management time on transaction-related issues; our
adoption of a limited duration stockholder rights plan and its
ability to delay or discourage a merger, tender offer or change of
control; negative effects of a proxy contest and the actions of
activist stockholders; developments in alternative media, which
have and are expected to continue to adversely affect the demand
for some of our key products, and the effectiveness of our
responses to these developments; intense competition in the paper
manufacturing industry; our dependence on a small number of
customers for a significant portion of our business; any additional
closure and other restructuring costs; our limited ability to
control the pricing of our products or pass through increases in
our costs to our customers; changes in the costs of raw materials
and purchased energy; negative publicity, even if unjustified; any
failure to comply with environmental or other laws or regulations,
even if inadvertent; legal proceedings or disputes; any labor
disputes; our ability to continue to execute and implement our
strategic plan; our initiatives to improve our financial and
operational performance and increase our growth and profitability;
our future operational and financial performance; the effect that
the election of Atlas/Blue Wolf's nominees to our board of
directors will have on our execution of our long-term plan and
long-term stockholder value; the future effect of our strategic
plan on our probability, growth and stockholder return; and the
potential risks and uncertainties described in Part I, Item 1A,
"Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2018, as amended, Part
I, Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," Part II, Item 1A, "Risk
Factors" of our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2019, and "Risk Factors
Relating to the Sale Proposal" of our definitive proxy statement
filed with the SEC on December 30,
2019, as such disclosures may be amended, supplemented or
superseded from time to time by other reports we file with the U.S.
Securities and Exchange Commission (the "SEC"), including
subsequent annual reports on Form 10-K and quarterly reports on
Form 10-Q. We assume no obligation to update any forward-looking
statement made in this press
release to reflect subsequent events or circumstances or
actual outcomes.
Additional Information and Where to Find It
In
connection with the solicitation of proxies concerning the matters
to be considered at the Annual Meeting, including the proposed sale
transaction, the Company has filed a definitive proxy statement,
WHITE proxy card and other materials with the SEC. WE URGE
INVESTORS TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY
OTHER MATERIALS FILED WITH THE SEC CAREFULLY BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL
MEETING. Investors may obtain copies of these documents free of
charge at the SEC's website (www.sec.gov) and from the Company.
Participants in the Solicitation
The Company, its
directors, executive officers and other persons related to the
Company may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in connection with the
matters to be considered at the Annual Meeting, including the
proposed sale transaction. Information about the directors and
executive officers of the Company and their ownership of Company
common stock is set forth in the definitive proxy statement for the
Annual Meeting. Other information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is also in the
definitive proxy statement for the Annual Meeting and other
relevant materials to be filed with the SEC when such materials
become available.
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SOURCE Verso Corporation