ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
ORGANIZATION AND BASIS OF PRESENTATION |
NewPage Holdings Inc. (“NewPage Holdings”) is a holding company that owns all of the outstanding capital stock of NewPage Investment Company LLC (“NewPage Investment”), which is a holding company that owns all of the outstanding capital stock of NewPage Corporation (“NewPage”). NewPage and its subsidiaries are engaged in manufacturing, marketing and distributing printing papers used primarily for commercial printing, magazines, catalogs, textbooks and labels. Our products include coated, uncoated, supercalendered and specialty papers and market pulp. Our products are manufactured at multiple mills in the United States and are supported by multiple distribution and converting locations. We operate within one operating segment. The interim condensed consolidated financial statements include the accounts of NewPage Holdings and all entities it controls. All intercompany transactions and balances have been eliminated. Unless the context provides otherwise, the terms “we,” “our” and “us” refer to NewPage Holdings and its consolidated subsidiaries. |
These interim condensed consolidated financial statements have not been audited. However, in the opinion of management, these financial statements include all normal recurring adjustments necessary for a fair statement in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in annual financial statements presented in accordance with U.S. GAAP have been condensed or omitted. The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The December 31, 2013 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying financial statements should be read in conjunction with the annual financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2013. |
Agreement and Plan of Merger |
On January 3, 2014, NewPage Holdings, Verso Paper Corp., (“Verso”), and Verso Merger Sub Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Verso (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into NewPage Holdings on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”), with NewPage Holdings surviving the Merger as an indirect, wholly owned subsidiary of Verso. |
The Merger Agreement provides for a series of transactions pursuant to which equity holders of NewPage Holdings will receive (i) approximately $250 in cash as a special distribution ("Special Distribution"), approximately $243 of which was paid as a common stock dividend to the stockholders of record on February 14, 2014, with the remaining $7 paid into an escrow account (restricted cash) for the benefit of the holders of NewPage Holdings restricted stock units and stock options, from the proceeds of a new $750 bank borrowing that also refinanced NewPage Holdings' former $500 term loan facility; plus the cash actually received by NewPage Holdings in respect of any exercises of NewPage Holdings stock options between the date of the Merger Agreement and the closing of the Merger; (ii) $650 aggregate principal amount of new Verso 11.75% first lien notes (valued at face value) to be issued at closing; and (iii) shares of Verso common stock representing 20% (subject to potential upward adjustment to 25% under certain circumstances) of the sum of the outstanding shares of Verso common stock as of immediately prior to closing of the Merger and the shares, if any, underlying vested, in-the-money stock options as of the signing of the agreement. |
|
On July 2, 2014, Verso launched exchange offers and consent solicitations with respect to its outstanding fixed-rate second lien notes and senior subordinated notes. On July 11, 2014, Verso's Registration Statement on Form S-4, as amended, with respect to the Verso common stock and Verso 11.75% first lien notes that form components of the merger consideration, became effective. Also on July 11, 2014, NewPage Holdings filed an Information Statement on Schedule 14C (the "Information Statement") with the SEC and commenced the mailing of the Information Statement to its stockholders on or about the same date. On July 16, 2014, NewPage Holdings received the written consents signed by a sufficient number of holders of shares of NewPage common stock to adopt the Merger Agreement and approve the Merger and other transactions contemplated by the Merger Agreement (the “Company Stockholder Approval”). On July 24, 2014, Verso extended the deadline and amended the terms for the exchange offer and consent solicitation with respect to its outstanding senior subordinated notes. On July 29, 2014, Verso filed a post-effective amendment to the Form S-4, which was declared effective on July 31, 2014. On July 31, 2014, Verso announced that it received tenders from holders of its outstanding fixed-rate second lien notes and senior subordinated notes in excess of the minimum participation conditions for the exchange offers, and that it received the requisite consents for the proposed amendments to the indentures pursuant to which the outstanding fixed-rate second lien notes and senior subordinated notes were issued. Obtaining the Company Stockholder Approval, the consummation of the exchange offers and consent solicitations, and the Form S-4, as amended, becoming effective are conditions precedent to the closing of the Merger. |
|
On February 28, 2014, Verso and NewPage Holdings filed Notification and Report Forms with the Antitrust Division of the Department of Justice (“DOJ”) and Federal Trade Commission. On March 31, 2014, the parties received a Request for Additional Information and Documentary Materials, referred to as a “second request,” from the DOJ regarding the Merger. The effect of the second request was to extend the waiting period imposed by the HSR Act until 30 days after each party has substantially complied with the second request, unless that period is terminated sooner by the DOJ or is extended by the agreement of the parties and the DOJ. The parties have responded to the second request and have stated that they will continue to work cooperatively with the DOJ in connection with this review. |