A debt restructuring critical to Verso Paper’s proposed acquisition of rival NewPage Holdings “appears likely” to succeed before a deadline of midnight tonight, clearing the way for a merger that would create a paper industry giant employing more than 2,200 workers at three Maine paper mills.
The $1.4 billion deal, which was first announced in January, would combine Verso Paper and its three paper mills, including those in Bucksport and Jay, with NewPage’s eight paper mills, including one in Rumford. The new company would continue to operate under the Verso name and would control more than half of the North American market for the glossy paper used in magazines and retail catalogs. If the deal closes, the new Verso would employ about 2,230 people in Maine, roughly a third of all paper industry workers in the state.
As a condition of the merger, Verso agreed to begin a debt restructuring plan. The company is highly leveraged with $1.2 billion in debt, according to Verso’s 2013 annual report. Since January, the company has been trying to convince its debt holders to exchange their notes for new ones with different terms.
Early attempts were unsuccessful, creating uncertainty over whether the merger would take place. But Verso sweetened the deal last week with a higher offer and the debt exchange now “appears likely,” according to a statement published Friday by Brian Bogart, an industry analyst at KDP Investment Advisors in Montpelier, Vermont.
The deadline for Verso’s debt holders to agree to the exchange offer is midnight July 30.
“In our view, completion of the tender offers … is the biggest hurdle to consummating the merger of Verso with NewPage Holdings, which would result in a larger and financially stronger company compared to Verso’s strained financial condition,” Bogart wrote.
Dave Patterson, Verso’s CEO, has said the merger would create $175 million in savings within 18 months.
Both companies have struggled amid declining demand for coated paper because of international competition and increasing use of electronic devices. In 2011, NewPage filed for bankruptcy, emerging a year later.
Verso’s board approved the proposed acquisition because it expects the merged company “to be better positioned to compete on a global scale, to effectively leverage NewPage’s customer base and geographical reach to withstand competition,” according to the deal’s proxy statement.
Verso also needs to receive regulatory approval for the deal because of antitrust concerns. The merged companies would control more than 50 percent of the North American coated paper market. The antitrust concerns will not necessarily be a deal breaker, according to antitrust expert opinions reviewed by Reuters.
Three of the five experts said the deal could be approved if Verso agrees to some strategic divestitures. One said antitrust approval would be an “uphill battle,” and another said it could go either way.
Verso Paper is based in Memphis, Tennessee, and is majority-owned by Apollo Global Management in New York City. It produces 930,000 tons of pulp annually and 1.5 million tons of coated paper and has 2,200 employees nationally, including 1,400 in Maine.
NewPage, which is based in Miamisburg, Ohio, and majority-owned by Los Angeles-based Oaktree Capital Management, produces about 3.5 million tons of coated paper a year and specialty paper used in beverage bottle labels and food packaging. NewPage employs about 5,200 people, with 830 at its Rumford mill.