MIAMISBURG, Ohio, June 11, 2021 /PRNewswire/ -- Verso
Corporation (NYSE: VRS) today announced the preliminary results of
its "modified Dutch auction" tender offer for the purchase for cash
of shares of its Class A common stock, par value $0.01 per share (the "Shares"), having an
aggregate purchase price of not more than $55.0 million, which expired at 12:00 midnight,
New York City time, at the end of
Thursday, June 10, 2021.
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary ("Depositary") for the tender offer, a total
of 3,039,712 Shares were properly tendered at or below the
purchase price of $18.10 per Share
and not properly withdrawn.
In accordance with the terms and conditions of the tender offer
and based on the preliminary count by the Depositary, Verso expects
to accept for purchase, at a purchase price of $18.10 per Share, 3,039,712 Shares properly
tendered at or below the purchase price and not properly withdrawn
before the expiration date, for an aggregate cost of approximately
$55.0 million, excluding fees and
expenses relating to the tender offer. Included in the 3,039,712
Shares that Verso expects to accept for purchase in the tender
offer are 1,038 Shares that Verso has elected to accept for
purchase pursuant to its right to purchase up to an additional 2%
of its outstanding Shares. As Verso expects to accept for purchase
all the Shares that were properly tendered at a price at or below
$18.10 and not properly withdrawn,
Verso expects there to be no proration factor. The Shares expected
to be accepted for purchase represent approximately 9% of the total
number of Shares issued and outstanding as of June 10, 2021. Based on these preliminary
numbers, Verso anticipates that following settlement of the tender
offer, Verso will have approximately 29.6 million Shares issued and
outstanding. Verso will pay for the Share repurchases with
available cash on hand.
The number of Shares expected to be accepted for purchase in the
tender offer and the purchase price are preliminary and subject to
change. The preliminary information contained in this press release
is subject to confirmation by the Depositary. The final number of
Shares properly tendered and not properly withdrawn, the final
number of Shares to be purchased and the final purchase price will
be announced following the completion by the Depositary of the
confirmation process. Payment for the Shares accepted for purchase
pursuant to the tender offer, and the return of all other Shares
tendered and not purchased, will occur promptly thereafter.
BofA Securities acted as dealer manager for the tender offer.
Stockholders who have questions or would like additional
information about the tender offer may contact the information
agent for the tender offer, Georgeson, LLC, by telephone at:
(866) 729-6811 (toll-free) or in writing to: 1290 Avenue
of the Americas, 9th Floor, New York, New York 10104.
About Verso Corporation
Verso Corporation is a leading American owned and operated
producer of graphic, specialty and packaging paper and market pulp,
with a long-standing reputation for quality and reliability.
Verso's graphic paper products are designed primarily for
commercial printing, advertising and marketing applications,
including direct mail, catalogs, corporate collateral, books and
magazines. Verso's specialty paper products include release liner
papers and label face stock for pressure sensitive, glue-applied
and laminate applications. Verso produces packaging paper used in
higher-end packaging and printing applications such as greeting
cards, book covers, folders, labels and point-of-purchase displays.
Verso also makes market pulp used in printing, writing, specialty
and packaging papers, facial and toilet tissue, and paper towels.
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 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements may be
identified by the words "believe," "expect," "anticipate,"
"project," "plan," "estimate," "intend," "potential" and other
similar expressions. They include, for example, statements related
to the tender offer for Shares. 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 Verso. Actual results, including with
respect to the tender offer, could vary materially depending on
risks and uncertainties that may affect Verso and its business.
Verso's actual actions and results may differ materially from what
is expressed or implied by these statements due to a variety of
factors, including: the adverse impact of idling production,
shutting down machines or facilities, restructuring Verso's
operations and selling non-core assets; changes in the costs of raw
materials and purchased energy; security breaches and other
disruption to Verso's information technology infrastructure;
uncertainties regarding the impact, duration and severity of the
COVID-19 pandemic and measures intended to reduce its spread; the
long-term structural decline and general softening of demand facing
the paper industry; adverse developments in general business and
economic conditions; developments in alternative media, which are
expected to adversely affect the demand for some of Verso's key
products, and the effectiveness of Verso's responses to these
developments; intense competition in the paper manufacturing
industry; Verso's limited ability to control the pricing of its
products or pass through increases in its costs to its customers;
Verso's business being less diversified because of February 2020 sale of its Androscoggin and
Stevens Point mills (the "Pixelle Sale"), closure of the Luke Mill,
the Duluth Mill and the No. 14 paper machine and certain other
long-lived assets at the Wisconsin Rapid Mill; Verso's dependence
on a small number of customers for a significant portion of its
business; Verso's ability to compete with respect to certain
specialty paper products for a period of two years after the
closing of the Pixelle Sale; any failure to comply with
environmental or other laws or regulations; legal proceedings or
disputes; any labor disputes; and the potential risks and
uncertainties described under the caption "Risk Factors" in Verso's
Form 10-K for the fiscal year ended December 31, 2020 filed
with the SEC on March 1, 2021, and
from time to time in Verso's other filings with the SEC. Verso
assumes no obligation to update any forward-looking statement made
in this press release to reflect subsequent events or circumstances
or actual outcomes.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/verso-corporation-announces-preliminary-results-of-modified-dutch-auction-tender-offer-301310703.html
SOURCE Verso Corporation