MIAMISBURG, Ohio, June 11, 2021 /PRNewswire/ -- Verso
Corporation (NYSE: VRS) today announced the final 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 final 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and not properly withdrawn.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 final count by the Depositary, Verso accepted for
purchase 3,039,712 Shares at a purchase price of $18.10 per Share, 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 accepted for purchase in the
tender offer are 1,038 Shares that Verso elected to purchase
pursuant to its right to purchase up to an additional 2% of its
outstanding Shares. As Verso accepted for purchase all the Shares
that were properly tendered at a price at or below $18.10 and not properly withdrawn, there is no
proration factor. The Shares accepted for purchase represent
approximately 9% of the total number of Shares issued and
outstanding as of June 10, 2021.
Based on these numbers, and 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 Depositary will promptly pay for the Shares accepted for
purchase pursuant to the tender offer and will return all other
Shares tendered and not purchased.
BofA Securities acted as dealer manager for the tender
offer.
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.
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SOURCE Verso Corporation