Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
VERSO PAPER HOLDINGS LLC
AND
VERSO PAPER INC.
OFFER TO EXCHANGE
$72,882,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR
11.75% SENIOR SECURED NOTES DUE 2019 (CUSIP NUMBERS 92531X AP7) WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF THEIR
11.75% SENIOR SECURED NOTES DUE 2019
(CUSIP NUMBERS 92531XAT9 and 92531XAU6)
This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Verso Paper Holdings LLC and Verso Paper Inc. (together, the “Companies”) made pursuant to the prospectus dated , 2013 (the “Prospectus”), if certificates for the outstanding $72,882,000 aggregate principal amount of their 11.75% Senior Secured Notes due 2019 (CUSIP Numbers 92531XAT9 and 92531XAU6) (the “Additional Senior Secured Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Companies prior to 11:59 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to Wilmington Trust, National Association (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery, a Letter of Transmittal (or facsimile thereof), must also be received by the Exchange Agent prior to 11:59 p.m., New York City time, on the Expiration Date. Certificates for all tendered Additional Senior Secured Notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the Letter of Transmittal must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.
Delivery to:
WILMINGTON TRUST, NATIONAL ASSOCIATION
Exchange Agent
By overnight delivery, courier or hand or certified or registered mail:
Wilmington Trust, National Association
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1626
Attention: Sam Hamed
By facsimile (for eligible institutions only):
(302) 636-4139, Attention: Sam Hamed
For information or confirmation by telephone:
(302) 636-6181
Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Companies the principal amount of Additional Senior Secured Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer—Procedures for Tendering Additional Senior Secured Notes” section of the Prospectus.
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Principal Amount of 11.75% Senior Secured Notes due 2019 Additional Senior Secured Notes Tendered1 | | | | | | |
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$ | | | | | | | | |
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Certificate Nos. (if available): | | | | | | |
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| | | | | | Total Principal Amount Represented by Additional Senior Secured Notes Certificate(s): | | | | | | If Additional Senior Secured Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. |
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ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
1 | Must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. |
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PLEASE SIGN HERE
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Signature(s) of Owner(s) or Authorized Signatory | | Date |
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Area Code and Telephone Number: | | |
Must be signed by the holder(s) of Additional Senior Secured Notes as their name(s) appear(s) on certificate(s) for Additional Senior Secured Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
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GUARANTEE
The undersigned, a member of a registered national securities exchange, or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Additional Senior Secured Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Additional Senior Secured Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering Additional Senior Secured Notes” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution hereof.
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Name of Firm | | | | Authorized Signature |
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Address | | | | Title |
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Area Code and Tel. No. | | | | | | Dated: | | |
NOTE: | DO NOT SEND CERTIFICATES FOR ADDITIONAL SENIOR SECURED NOTES WITH THIS FORM. CERTIFICATES FOR ADDITIONAL SENIOR SECURED NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
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