Verso Corporation (NYSE: VRS) (the “Company”) and Lapetus Capital II LLC (together with its affiliates, including Atlas Holdings LLC, “Atlas”) and Blue Wolf Capital Advisors IV, LLC (“Blue Wolf”) and their respective affiliates, today announced that they have reached an agreement to settle the pending proxy contest with respect to the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) and certain other matters.
Pursuant to the cooperation agreement (the “Cooperation Agreement”), the Company, Atlas and Blue Wolf have agreed to take all action necessary for the Board to consist of the following individuals immediately subsequent to the Annual Meeting: Sean T. Erwin, Jeffrey E. Kirt and Marvin Cooper (the “Investor Nominees”); Dr. Robert K. Beckler, Randy Nebel and Nancy M. Taylor (the “Company Nominees”); and Adam St. John (the “Executive Director”). Mr. Erwin will be appointed Chairman of the Board.
As part of the Cooperation Agreement, Paula H. J. Cholmondeley, Steven Scheiwe, Jay Shuster and Timothy Lowe have agreed to not stand for election at the Annual Meeting. Despite Ms. Cholmondeley and Mr. Lowe enjoying widespread support for election to the Board, each agreed to withdraw their candidacy so as to facilitate the Cooperation Agreement reached between the parties. Mr. Lowe agreed, at Atlas’ request, to withdraw his candidacy to allow him to continue in his current active Operating Partner role with Atlas and he will be available to Verso should they seek his pulp and paper industry expertise in the days ahead. In addition, immediately following the Annual Meeting, Marvin Cooper will be appointed to the Board.
In addition, pursuant to the Cooperation Agreement, Atlas and Blue Wolf have agreed to vote “FOR” the Company’s pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions LLC (the “Pixelle Transaction”).
“We are pleased to have reached an agreement with Atlas and Blue Wolf that is in the best interests of Verso’s stockholders, and we look forward to welcoming Sean Erwin, Jeff Kirt and Marvin Cooper to the Company’s Board,” said current Chief Executive Officer, Adam St. John.
Timothy Fazio, co-founder and managing partner of Atlas, and Adam Blumenthal, founder and managing partner of Blue Wolf Capital Partners LLC, jointly stated, “We are pleased to have reached this resolution with Verso, which is the result of collaborative dialogue and intensive engagement with the Company. Marvin Cooper, Sean Erwin and Jeff Kirt are highly qualified public company directors and will provide valuable perspectives to the Verso Board, and together with the existing members, we are confident that the Board will be able to effectively oversee management’s efforts to best position Verso for continued growth and value creation. We thank Alan Carr, Gene Davis, Steve Scheiwe and Jay Shuster for their leadership and guidance and shepherding of the Pixelle transaction. We are excited to see where the newly reconstituted Board takes the Company in terms of unlocking significant potential and value at the Company.”
“We are pleased to have reached this agreement and appreciate the constructive input we have received from Atlas and Blue Wolf,” said Dr. Beckler, Mr. Nebel and Ms. Taylor. “On behalf of the entire Board, we want to thank Alan, Gene, Steve and Jay for their many contributions to Verso since 2016. The Company has benefitted greatly from their collective guidance and perspective, and we wish them all the best in their future endeavors. Looking ahead, we look forward to working with Sean, Jeff and Marvin to successfully consummate the Pixelle Transaction, return capital to stockholders and oversee the execution of Verso’s strategy so as to maximize value to all of our stockholders over the long-term.”
Dr. Beckler, Mr. Nebel and Ms. Taylor continued, “We also would like to extend our sincere appreciation and respect to Ms. Cholmondeley, who would have been a brilliant and productive member of our Board due to her impressive array of executive leadership roles in the paper industry and operational experience. In addition, we recognize Tim Lowe’s vast and extensive operating experience in the paper and pulp industry and that his voice in the boardroom would have been an inestimable contribution. Both Paula and Tim would be a valuable addition to any boardroom.”
The complete agreement between the Company and Atlas and Blue Wolf will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission.