In the news release, Verso, Atlas And Blue Wolf Announce
Agreement To End Proxy Contest, issued 31-Jan-2020 by Verso Corporation over PR
Newswire, we are advised by the company that the names
"Sean Kirt and Jeff Erwin" in the sixth paragraph, second
sentence, should instead read "Sean
Erwin and Jeff Kirt". The
complete, corrected release follows:
Verso, Atlas And Blue Wolf Announce Agreement To End Proxy Contest
MIAMISBURG, Ohio and
GREENWICH, Conn., Jan. 31, 2020 /PRNewswire/ -- Verso Corporation
(NYSE: VRS) (the "Company") and Lapetus Capital II LLC
(together with its affiliates, including Atlas Holdings LLC,
"Atlas") and Blue Wolf Capital Advisors IV, LLC ("Blue Wolf") and
their respective affiliates, today announced that they have reached
an agreement to settle the pending proxy contest with respect to
the Company's 2019 Annual Meeting of Stockholders (the "Annual
Meeting") and certain other matters.
Pursuant to the cooperation agreement (the "Cooperation
Agreement"), the Company, Atlas and Blue Wolf have agreed to take
all action necessary for the Board to consist of the following
individuals immediately subsequent to the Annual Meeting:
Sean T. Erwin, Jeffrey E. Kirt and Marvin Cooper (the "Investor Nominees"); Dr.
Robert K. Beckler, Randy Nebel and Nancy M.
Taylor (the "Company Nominees"); and Adam St. John (the "Executive Director"). Mr.
Erwin will be appointed Chairman of the Board.
As part of the Cooperation Agreement, Paula H. J. Cholmondeley, Steven Scheiwe, Jay
Shuster and Timothy Lowe have
agreed to not stand for election at the Annual Meeting. Despite Ms.
Cholmondeley and Mr. Lowe enjoying widespread support for election
to the Board, each agreed to withdraw their candidacy so as to
facilitate the Cooperation Agreement reached between the parties.
Mr. Lowe agreed, at Atlas' request, to withdraw his candidacy to
allow him to continue in his current active Operating Partner role
with Atlas and he will be available to Verso should they seek his
pulp and paper industry expertise in the days ahead. In
addition, immediately following the Annual Meeting, Marvin Cooper will be appointed to the
Board.
In addition, pursuant to the Cooperation Agreement, Atlas
and Blue Wolf have agreed to vote "FOR" the Company's pending sale
of its Androscoggin and Stevens Point mills to Pixelle Specialty
Solutions LLC (the "Pixelle Transaction").
"We are pleased to have reached an agreement with Atlas and Blue
Wolf that is in the best interests of Verso's stockholders, and we
look forward to welcoming Sean
Erwin, Jeff Kirt and
Marvin Cooper to the Company's
Board," said current Chief Executive Officer, Adam St. John.
Timothy Fazio, co-founder and
managing partner of Atlas, and Adam
Blumenthal, founder and managing partner of Blue Wolf
Capital Partners LLC, jointly stated, "We are pleased to have
reached this resolution with Verso, which is the result of
collaborative dialogue and intensive engagement with the Company.
Marvin Cooper, Sean Erwin and Jeff
Kirt are highly qualified public company directors and will
provide valuable perspectives to the Verso Board, and together with
the existing members, we are confident that the Board will be able
to effectively oversee management's efforts to best position Verso
for continued growth and value creation. We thank Alan Carr, Gene
Davis, Steve Scheiwe and
Jay Shuster for their leadership and
guidance and shepherding of the Pixelle transaction. We are excited
to see where the newly reconstituted Board takes the Company in
terms of unlocking significant potential and value at the
Company."
"We are pleased to have reached this agreement and appreciate
the constructive input we have received from Atlas and Blue Wolf,"
said Dr. Beckler, Mr. Nebel and Ms. Taylor. "On behalf of the
entire Board, we want to thank Alan, Gene, Steve and Jay for their
many contributions to Verso since 2016. The Company has benefitted
greatly from their collective guidance and perspective, and we wish
them all the best in their future endeavors. Looking ahead, we look
forward to working with Sean, Jeff and Marvin to successfully
consummate the Pixelle Transaction, return capital to stockholders
and oversee the execution of Verso's strategy so as to maximize
value to all of our stockholders over the long-term."
Dr. Beckler, Mr. Nebel and Ms. Taylor continued, "We also would
like to extend our sincere appreciation and respect to Ms.
Cholmondeley, who would have been a brilliant and productive member
of our Board due to her impressive array of executive leadership
roles in the paper industry and operational experience. In
addition, we recognize Tim Lowe's
vast and extensive operating experience in the paper and pulp
industry and that his voice in the boardroom would have been an
inestimable contribution. Both Paula and Tim would be a valuable
addition to any boardroom."
The complete agreement between the Company and Atlas and Blue
Wolf will be included as an exhibit to a Current Report on Form
8-K, which will be filed with the Securities and Exchange
Commission.
About Marvin Cooper
Marvin Cooper, previously served
as the Chief Operating Officer and Executive Vice President of
Domtar Corporation until his retirement in 2009. Previously, he
served as Senior Vice President of Pulp, Paper, Containerboard
Manufacturing and Engineering of Weyerhaeuser Co. from February 2002 to October
2006. Mr. Cooper's responsibilities included the operation
of Weyerhaeuser's pulp, paper and containerboard mills, and
overseeing the engineering operations. Before joining Weyerhaeuser,
Mr. Cooper was with Willamette Industries for 22 years. Mr. Cooper
served as an Executive Vice President of Willamette Industries
Inc., Pulp and Paper Mills beginning in May
1997 until Willamette was acquired by Weyerhaeuser Co. in
2002. He served as Group Vice President, Pulp and Paper Mills from
May 1996 to May 1997 and Division Vice President – Fine Paper
Mills from May 1989 to May 1996. He also served as Regional Manager of
Willamette from May 1982 to
May 1989 and Mill Manager from
May 1980 to May 1982. Mr. Cooper also served on the Board of
Directors of Domtar Corporation from 2006 until 2009. Mr. Cooper
received his Bachelor of Science in engineering from Virginia Polytechnic Institute and State
University.
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 the Company's 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 the Company's
employees and sustainable wood sourcing for the Company's products.
This passion, combined with the Company's 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.
Atlas Holdings is an industrial holding company with a
portfolio of 20 companies with aggregate annual revenues of
approximately $5 billion, operating
approximately 150 facilities and employing more than 18,000 people
globally. Although we are engaged in a variety of industrial
sectors, Atlas Holdings has been successfully investing in the
pulp, paper and packaging industries since the Company's formation
in 1999, including specifically in the subsectors in which Verso
participates — specialty paper, graphic paper, packaging paper and
pulp. We generate profits for the Company's investors by
investing in underperforming businesses and unlocking the full
potential of those companies over the long term. Atlas
Holdings has a total of approximately $3.0
billion of committed capital under management, including
$1.7 billion in its third investment
fund.
Blue Wolf Capital Partners is a middle market private
equity firm whose partners have decades of experience investing in
and growing companies. Blue Wolf transforms companies
strategically, operationally and collaboratively. Blue Wolf
manages challenging situations and complex relationships between
businesses, customers, employees, unions and regulators to build
value for stakeholders. For over a decade Blue Wolf has been
an active investor in pulp, paper and forest products companies
with a highly successful track record. Blue Wolf has over
$1.6 billion in committed
capital.
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 the
Company's 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 the Company and the Company's
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; the Company's exploration of
strategic alternatives, including the possible sale or merger of
the Company's entire company or a material portion of the Company's
business and the Company's ability to consummate any such strategic
transactions, including the proposed sale of the Company's
Androscoggin Mill and Stevens Point Mill; the risk that the
purchase agreement for the sale transaction would limit the
Company's ability to pursue other strategic alternatives to the
sale transaction; the risk that the purchase agreement for the sale
transaction might expose the Company to contingent liabilities;
risks related to the Company's ability to obtain stockholder
approval for the sale transaction; the risk that the pending sale
transaction could create unknown impacts on the Company's 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 the Company's
executive officers might have interests in the sale transaction
that might be in addition to, or different from, stockholders'
interests; the risk that the Company's 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 the Company's
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 the Company's 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; the
Company's adoption of a limited duration stockholder rights plan
and its ability to delay or discourage a merger, tender offer or
change of control; developments in alternative media, which have
and are expected to continue to adversely affect the demand for
some of the Company's key products, and the effectiveness of the
Company's responses to these developments; intense competition in
the paper manufacturing industry; the Company's dependence on a
small number of customers for a significant portion of the
Company's business; any additional closure and other restructuring
costs; the Company's limited ability to control the pricing of the
Company's products or pass through increases in the Company's costs
to the Company's 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; the Company's ability to continue to execute and
implement the Company's strategic plan; the Company's initiatives
to improve the Company's financial and operational performance and
increase the Company's growth and profitability; the Company's
future operational and financial performance; the future effect of
the Company's strategic plan on the Company's probability, growth
and stockholder return; and the potential risks and uncertainties
described in Part I, Item 1A, "Risk Factors" of the Company's
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 the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2019, and "Risk Factors
Relating to the Sale Proposal" of the Company's 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.
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SOURCE Verso Corporation