verso corp (VRS) Key Developments
Federal Judge To Consider Offers For Verso's Bucksport Mill
Jan 18 15
A federal judge has called a hearing on January 20, 2015, to consider at least two offers made by paper manufacturing companies to buy Verso Corporation (NYSE:VRS)'s Bucksport paper mill. .S. District Judge John A. Woodcock called the hearing to consider a letter dated January 16, 2015, sent by Kejriwal Singapore International which says it wants to buy and resume operations at the Bucksport mill and hire several hundred people. Paul LePage and Rosaire Pelletier, senior forest products adviser for the Maine Department of Economic and Community Development, also filed letters with the judge to say they had been working with at least two companies that had interest in keeping the Bucksport mill operating as a paper manufacturer. They did not name the companies.
Verso Paper Corp. has Changed its Name to Verso Corp
Jan 8 15
Verso Paper Corp. changed its name to Verso Corp.
Verso Paper Corp. Elects Robert M. Amen as Director; Amends its Amended and Restated Certificate of Incorporation and Bylaws; Enters into Shared Services Agreement with Newpage Holdings Inc. and Newpage Corporation
Jan 7 15
On January 7, 2015, following the NewPage Holdings Inc. (NewPage) acquisition, Verso Paper Corp.'s board of directors increased its size from 9 to 10 directors and elected Robert M. Amen, who served as a director of NewPage up to the conclusion of the NewPage acquisition, to fill the newly created directorship. Mr. Amen's election as a director of Verso occurred pursuant to a letter agreement dated as of January 3, 2014, among Verso, NewPage and NewPage Corporation, in which the parties agreed that, on the terms and subject to the conditions set therein, Verso would use its reasonable best efforts to cause a director of NewPage to be elected to the board of directors of Verso promptly after the completion of the NewPage acquisition. Mr. Amen will serve as a Class I director whose term expires at Verso's 2015 annual meeting of stockholders. It is anticipated that Mr. Amen will be nominated for election by Verso's stockholders at such meeting to serve for a term of three years.
On January 7, 2015, Verso amended both its amended and restated certificate of incorporation to change its name from Verso Paper Corp. to Verso Corporation and its amended and restated bylaws to reflect such name change.
On the Closing Date, in connection with the consummation of the NewPage acquisition, Verso Paper Corp. (Verso), NewPage Holdings Inc. (NewPage) and NewPage Corporation entered into a shared services agreement. Under the Shared Services Agreement, Verso may provide or cause to be provided to NewPage certain services from and after the closing of the NewPage acquisition. The Shared Services Agreement provides for the treatment of services costs, costs to implement expected synergies, and the benefits anticipated therefrom. Payment under the Shared Services Agreement will be monthly with quarterly true-ups. The Shared Services Agreement provides for a broad array of potential services, including operating and ‘back office’ or corporate-type services. For all services provided to NewPage, NewPage will pay Verso an amount equal to the all-in cost incurred or paid by NewPage for such service on an average basis over the twelve-month period prior to the Closing Date. The Shared Services Agreement will have an initial term of three years and will automatically renew for successive one-year terms thereafter unless either Verso or NewPage provides 90 days’ prior written notice. NewPage will indemnify Verso in connection with its or its affiliates’ provision of services to NewPage.
Federal Judge Dismisses Severance Pay Claims Against Verso
Jan 7 15
A federal judge has dismissed claims over severance and vacation pay made by a union representing workers at the now-closed local Verso paper mill. Judge John Woodcock issued the 86-page ruling in U.S. District Court in Bangor. The International Association of Machinists filed suit against Verso last month over the issue of severance and vacation pay that workers were owed by the company, which shut down the mill last month. The union accused the company of trying to 'evade its legal obligation' under state law to make timely payments for severance, final wages and accrued 2015 vacation time. Verso indicated that they have a contract with the machinists and four other unions at the mill to make all required severance payments within 90 days of separation. But the unions, with the vocal bipartisan support of state officials, countered that state law mandates all severance be paid within one pay period of employees' last full day of work. Workers at the mill maintained their regular work schedules through Dec. 17, when most completed their final shifts at the mill, but were paid regular wages through the end of December. In his Jan. 6 decision, Woodcock wrote that state law 'precludes [the union] from proceeding [with severance pay claims] once the state of Maine Director of Bureau of Labor Standards brought suit in state court against' Verso. State officials and the company subsequently agreed to a deal by which the roughly 500 laid-off workers are expected to receive half of the severance pay they are owed by Jan. 8. The remaining severance will be paid either within five days after the sale of the mill is completed or by March 19, whichever comes first. Woodcock also indicated in the dismissal that the machinists' claims about vacation pay should be filed in state court rather than in federal court. In light of these decisions, the judge added, it would be inappropriate to allow the union's motion for attachment and trustee process to proceed, or to permit the United Steelworkers union to join the lawsuit.
NewPage Holdings Inc., Verso Paper Corp. - M&A Call
Jan 7 15
To discuss the acquisition of NewPage Holdings Inc.'s acquisition by Verso Corporation