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4-Traders Homepage  >  Equities  >  Nyse  >  Verso Corp    VRS

End-of-day quote. End-of-day quote  - 09/21
0.15 USD   -6.25%
07/16 VERSO : Jay mill owner Verso emerges from bankruptcy
06/28 VERSO : reboots name of new paper product after Expera sues
06/07 BRIEF : Verso CEO to step down
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VERSO CORP : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Even (form 8-K)

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07/19/2016 | 12:08pm CEST

Item 1.01 Entry into a Material Definitive Agreement.

Credit Facilities

On the Effective Date, pursuant to the terms of the Plan, Verso Paper Holdings LLC, a subsidiary of Verso ("Verso Holdings"), entered into a $375 million asset-based revolving credit facility (the "ABL Facility") and a senior secured term loan agreement that provides for term loan commitments of $220 million with available loan proceeds of $198 million (the "Term Loan Facility" and, together with the ABL Facility, the "Credit Facilities"). Under the ABL Facility, Verso Holdings may request one or more incremental revolving commitments in an aggregate principal amount up to the excess, if any, of (a) the greater of (i) $75 million and (ii) the excess of the borrowing base at such time over the amount of the revolving facility commitments at such time, over (b) the aggregate amount of all incremental revolving facility commitments established prior to such time under the ABL Facility; however, the lenders are not obligated to increase the revolving comments upon any such request. Availability under the ABL Facility is subject to customary borrowing conditions. The ABL Facility contains a $150 million sublimit for letters of credit and a $35 million sublimit for swingline loans. The ABL Facility will mature on July 15, 2021. The final maturity date under the Term Loan Facility is October 14, 2022. The term loans provided under the Term Loan Facility are subject to quarterly principal amortization payments in an amount equal to the greater of (a) 2.00% of the initial principal amount of the term loans or (b) the excess cash flow in respect of such quarter as further described under the Term Loan Facility; however, if the liquidity of Verso Holdings is less than $75 million at any time during the 90-day period following the due date of such quarterly amortization payment or excess cash flow payment date, then the portion of such amortization amount that results in such liquidity being less than $75 million will not be payable by Verso Holdings, as further described in the Term Loan Facility. All unpaid principal amounts of the term loans are due on the final maturity date thereof.

The outstanding borrowings under the ABL Facility bear interest at an annual rate equal to, at the option of Verso Holdings, either (i) a customary London interbank offered rate plus an applicable margin ranging from 1.25% to 2.00% or (ii) a customary base rate plus an applicable margin ranging from 0.25% to 1.00%, determined based upon the average excess availability under the ABL Facility. Verso Holdings also is required to pay a commitment fee for the unused . . .

Item 1.02 Termination of Material Definitive Agreement.

Equity Interests

On the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing, related to or connected with any equity interests of Verso ("Pre-Effective Equity Interests"), including the outstanding shares of Verso's common stock, par value $0.01 per share ("Pre-Effective Date Common Stock"), issued and outstanding immediately prior to the Effective Date, and any rights of any Holder in respect thereof, were deemed cancelled, discharged and of no force or effect.




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Debt Securities and Credit Agreements

On the Effective Date, by operation of the Plan, all outstanding obligations under the following notes issued by Verso Holdings and Verso Paper Inc., a subsidiary of Verso ("Verso Inc."), (collectively, the "Cancelled Notes") and the related collateral agreements and registration rights, as applicable, were cancelled and the indentures governing such obligations were cancelled, except to the extent necessary to (a) permit the Holders of Claims under the Cancelled Notes to receive Plan Distributions, (b) allow the Indenture Trustees to exercise any charging liens for the payment of fees and expenses and for indemnification as provided under the Cancelled Notes, and (c) permit the Indenture Trustees to seek compensation and/or reimbursement of fees and expenses in accordance with the terms of the Plan:

• 11.75% Senior Secured Notes due 2019, issued pursuant to an indenture

         dated as of March 21, 2012, among Verso Holdings, Verso Inc., the
         guarantors named therein, and U.S. Bank, N.A., as successor trustee, as
         supplemented thereafter;



• 11.75% Senior Secured Notes due 2019, issued pursuant to an indenture

         dated as of January 7, 2015, among Verso Holdings, Verso Inc., the
         guarantors named therein, and U.S. Bank, N.A., as successor trustee, as
         supplemented thereafter;



• 11.75% Secured Notes due 2019, issued pursuant to an indenture dated as of

         May 11, 2012, among Verso Holdings, Verso Inc., the guarantors named
         therein, and Wilmington Trust, National Association, as trustee, as
         supplemented thereafter;



• 8.75% Second Priority Senior Secured Notes due 2019, issued pursuant to an

         indenture dated as of January 26, 2011, among Verso Holdings, Verso Inc.,
         the guarantors named therein, and Wilmington Trust, National Association,
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information regarding the ABL Facility and the Term Loan Facility set forth in Item 1.01 of this Report under the heading "Credit Facilities" is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

On the Effective Date, pursuant to the terms of the Plan, Verso issued an aggregate of 33,366,784 shares of its Class A Common Stock and 1,023,859 shares of its Class B Common Stock, par value $0.01 per share ("Class B Common Stock" and, together with Class A Common Stock, "New Common Stock") to the Holders of Allowed Claims. In addition, Verso issued Plan Warrants to purchase 1,810,035 shares of Class A Common Stock (subject to adjustments pursuant to the terms of the Plan Warrants), at an initial exercise price of $27.86 per share (subject to adjustments pursuant to the terms of the Plan Warrants), to the Holders of the Allowed Verso First Lien Claims.

Verso relied on Section 1145(a)(1) of the Bankruptcy Code as an exemption from the registration requirements of the Securities Act for the issuance of the New Common Stock and the Plan Warrants. Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under a plan of reorganization from registration under Section 5 of the Securities Act and state laws if three principal requirements are satisfied:



     •   the securities must be issued under a plan of reorganization by the
         debtor, its successor under a plan, or an affiliate participating in a
         joint plan of reorganization with the debtor;




     •   the recipients of the securities must hold a claim against, an interest
         in, or a claim for administrative expense in the case concerning the
         debtor or such affiliate; and




     •   the securities must be issued either (a) in exchange for the recipient's
         claim against, interest in or claim for administrative expense in the case
         concerning the debtor or such affiliate or (b) principally in such
         exchange and partly for cash or property.

The information regarding the convertibility of shares of Class A Common Stock and Class B Common Stock set forth in Item 5.03 of this Report is incorporated by reference herein. The information regarding the terms governing the exercise of the Plan Warrants set forth in Item 1.01 of this Report under the heading "Warrant Agreement" is incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The information regarding the cancellation of the debt securities of the Debtors and Equity Interests set forth in Item 1.02 of this Report under the headings "Equity Interests" and "Debt Securities and Credit Agreements" is incorporated by reference herein.




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The information regarding the amendment and restatement of Verso's Certificate of Incorporation and Bylaws set forth in Item 5.03 of this Report is incorporated by reference herein.

Item 5.01 Change in Control of Registrant.

On the Effective Date, by operation of the Plan, all outstanding shares of the Pre-Effective Date Common Stock and other outstanding Pre-Effective Equity Interests were cancelled, and Verso issued shares of New Common Stock to the Holders of certain Allowed Claims pursuant to the terms of the Plan as discussed in Item 3.02 of this Report. In addition, as discussed in Item 5.02 of this Report, the composition of the Board as of the Effective Date is substantially different than the composition of the Board immediately prior to the Effective Date. The persons chosen to serve as directors of Verso as of the Effective Date were selected by the Consenting Creditor Groups in accordance with the terms of the Plan and the Restructuring Support Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain.

Departure and Appointment of Directors

On the Effective Date, by operation of the Plan, the following persons ceased to serve as directors of Verso: Michael E. Ducey, Thomas Gutierrez, Scott M. Kleinman, David W. Oskin, Eric L. Press, L.H. Puckett, Jr., Reed B. Rayman and David B. Sambur.

On the Effective Date, by operation of the Plan, Robert M. Amen and David J. Paterson, who were existing directors of Verso, and Alan J. Carr, Eugene I. Davis, Jerome L. Goldman and Jay Shuster, became members of the Board until the first annual meeting of Verso's stockholders to be held in 2017 (the "2017 Annual Meeting") and their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

Mr. Amen was the Chairman of the Board and Chief Executive Officer of
         International Flavors & Fragrances Inc. and before then worked for many
         years for International Paper Company where he held various senior
         management, sales and finance positions.




     •   Mr. Carr is the founder and Chief Executive Officer of Drivetrain, LLC, a
         fiduciary services firm that supports the investment community in legally-
         and process-intensive investments as a representative, director or
         trustee.




     •   Mr. Davis is the Chairman and Chief Executive Officer of PIRINATE
         Consulting Group, LLC, a private consulting firm specializing in
         turnaround management, merger and acquisition consulting, and strategic
         planning advisory services for public and private business entities.




     •   Mr. Goldman was an international tax specialist for many years at Ernst &
         Young LLP, a global accounting services firm.




     •   Mr. Paterson is a director and the Chairman of the Board, President and
         Chief Executive Officer of Verso.




     •   Mr. Shuster is the managing member of Shuster Group, LLC, a private
         consulting firm that advises businesses on ways to improve operational and
         financial performance and on the evaluation of management talent.

The persons chosen to serve as directors of Verso as of the Effective Date were selected by the Consenting Creditor Groups in accordance with the terms of the Plan and the Restructuring Support Agreement. The number of directors of Verso, by resolution of the Board, has been set at six.




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The Board has appointed Messrs. Paterson and Amen to serve as the Chairman of the Board and the Lead Independent Director of Verso, respectively.

Committees of the Directors

The standing committees of the Board consist of an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee, and a Finance and Planning Committee.



     •   The Board has appointed Messrs. Goldman (Chairperson), Amen and Shuster as
         the members of the Audit Committee.




     •   The Board has appointed Messrs. Carr (Chairperson), Amen and Davis as the
         members of the Compensation Committee.




     •   The Board has appointed Messrs. Amen (Chairperson), Carr, Davis, Goldman
         and Shuster as the members of the Corporate Governance and Nominating
         Committee.




     •   The Board has appointed Messrs. Davis (Chairperson), Amen and Shuster as
         the members of the Finance and Planning Committee.

Compensation of Directors

As of the Effective Date, Verso will provide the following compensation to its nonemployee directors:



  •   an annual cash retainer of $120,000 for each nonemployee director;



• annual cash retainers of $25,000 for the Lead Independent Director, . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On the Effective Date, pursuant to the terms of the Plan, Verso filed an Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the office of the Secretary of State of Delaware. Also on the Effective Date, and pursuant to the terms of the Plan, Verso adopted Amended and Restated Bylaws (the "Bylaws"). Descriptions of the material provisions of the Certificate of Incorporation and the Bylaws are contained in Verso's registration statement on Form 8-A filed with the SEC on July 15, 2016, which description is incorporated by reference herein.

The descriptions of the Certificate of Incorporation and the Bylaws are qualified in their entirety by reference to the full texts of the Certificate of Incorporation and the Bylaws, which are incorporated by reference herein. Copies of the Certificate of Incorporation and the Bylaws are included herein as Exhibits 3.1 and 3.2, respectively.

Item 7.01 Regulation FD Disclosure.

On the Effective Date, Verso issued a press release announcing its emergence from bankruptcy. A copy of the press release is included herein as Exhibit 99.1. The press release, including the information contained therein, is furnished pursuant to Item 7.01, is not to be considered "filed" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any of Verso's previous or future filings under the Securities Act.



Item 8.01 Other Events.


On July 7, 2016, pursuant to the terms of the Plan, the New York Stock Exchange (the "NYSE") approved the listing of the Class A Common Stock for trading on the NYSE. On the Effective Date, pursuant to the terms of the Plan, Verso registered the Class A Common Stock under Section 12(b) of the Exchange Act. On July 18, 2016, trading in the Class A Common Stock on the NYSE commenced.




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Forward-Looking Statements

In this Report, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements often include words such as "believe," "expect," "project," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts" or similar expressions. These statements are not guarantees of results, and actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that could cause material impacts on Verso's historical or anticipated performance and results. Although Verso believes that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under "Risk Factors" and the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the annual reports on Form 10-K and the quarterly reports on Form 10-Q filed by Verso as well as the following important factors, among others, that could cause actual results to differ materially from those projected in such forward-looking statements: the ability of Verso Holdings to maintain access to funding under the ABL Facility; the ability of Verso Holdings to comply with the covenants under the Credit Facilities; and the ability of Verso to comply with the continued listing requirements of the NYSE. New factors emerge from time to time, and it is not possible for Verso to predict all of them, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Verso, therefore, cautions you against relying on these forward-looking statements. All forward-looking statements attributable to Verso or persons acting on Verso's behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Verso undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits




Exhibit
Number                                    Description
 3.1         Amended and Restated Certificate of Incorporation of Verso
             (incorporated by reference to Exhibit 3.1 of Verso's registration
             statement on Form 8-A filed on July 15, 2016).

 3.2         Amended and Restated Bylaws of Verso (incorporated by reference to
             Exhibit 3.2 of Verso's registration statement on Form 8-A filed on
             July 15, 2016).

 4.1         Form of specimen Class A Common Stock certificate.

 4.2         Form of specimen Class B Common Stock certificate.

 4.3         Form of specimen Plan Warrant certificate (included in Exhibit 10.4).

10.1         Asset-Based Revolving Credit Agreement dated as of July 15, 2016,
             among Verso Finance, Verso Holdings, each of the subsidiaries of the
             borrower party thereto, the lenders party thereto, Wells Fargo Bank,
             National Association, as administrative agent, Barclays Bank PLC, as
             syndication agent, and Wells Fargo Bank, National Association and
             Barclays Bank PLC, as joint lead arrangers and joint bookrunners.

10.2         Senior Secured Term Loan Agreement dated as of July 15, 2016, among
             Verso Finance, Verso Holdings, each of the subsidiary loan parties
             party thereto, the lenders party thereto, Barclays Bank PLC, as
             administrative agent and collateral agent, and Barclays Bank PLC,
             Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC,
             as joint lead arrangers and joint book runners.

10.3*        Verso Corporation Performance Incentive Plan.

10.4         Warrant Agreement dated as of July 15, 2016, between Verso and
             Computershare Inc. and its wholly owned subsidiary, Computershare
             Trust Company N.A., collectively, as warrant agent.




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10.5     Registration Rights Agreement dated as of July 15, 2016, among Verso,
         Oaktree FF Investment Fund Class F Holdings, L.P., Monarch Alternative
         Solutions Master Fund Ltd. and the other signatories thereto.

10.6*    Indemnification Agreement between Verso and the directors and officers of
         Verso and its subsidiaries (form).

99.1     Press Release issued by Verso on July 15, 2016.



* An asterisk denotes a management contract or compensatory plan or arrangement.




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© Edgar Online, source Glimpses

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Financials ($)
Sales 2013 -
EBIT 2013 -
Net income 2013 -
Debt 2013 0,51 M
Yield 2013 -
P/E ratio 2013 -
P/E ratio 2014 -
Capi. / Sales 2013 0
Capi. / Sales 2014 -
Capitalization 395 M
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David J. Paterson President, Chief Executive Officer & Director
Allen James Campbell Chief Financial Officer & Senior Vice President
Benjamin Hinchman Chief Information Officer & Vice President
Robert M. Amen Independent Director
Alan Jeffrey Carr Director
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