Verso Corporation (NYSE: VRS) today announced the preliminary results of its “modified Dutch auction” tender offer for the purchase for cash of shares of its Class A common stock, par value $0.01 per share (the “Shares”), having an aggregate purchase price of not more than $55.0 million, which expired at 12:00 midnight, New York City time, at the end of Thursday, June 10, 2021.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary (“Depositary”) for the tender offer, a total of 3,039,712 Shares were properly tendered at or below the purchase price of $18.10 per Share and not properly withdrawn.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, Verso expects to accept for purchase, at a purchase price of $18.10 per Share, 3,039,712 Shares properly tendered at or below the purchase price and not properly withdrawn before the expiration date, for an aggregate cost of approximately $55.0 million, excluding fees and expenses relating to the tender offer. Included in the 3,039,712 Shares that Verso expects to accept for purchase in the tender offer are 1,038 Shares that Verso has elected to accept for purchase pursuant to its right to purchase up to an additional 2% of its outstanding Shares. As Verso expects to accept for purchase all the Shares that were properly tendered at a price at or below $18.10 and not properly withdrawn, Verso expects there to be no proration factor. The Shares expected to be accepted for purchase represent approximately 9% of the total number of Shares issued and outstanding as of June 10, 2021. Based on these preliminary numbers, Verso anticipates that following settlement of the tender offer, Verso will have approximately 29.6 million Shares issued and outstanding. Verso will pay for the Share repurchases with available cash on hand.
The number of Shares expected to be accepted for purchase in the tender offer and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary. The final number of Shares properly tendered and not properly withdrawn, the final number of Shares to be purchased and the final purchase price will be announced following the completion by the Depositary of the confirmation process. Payment for the Shares accepted for purchase pursuant to the tender offer, and the return of all other Shares tendered and not purchased, will occur promptly thereafter.
BofA Securities acted as dealer manager for the tender offer. Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Georgeson, LLC, by telephone at: (866) 729-6811 (toll-free) or in writing to: 1290 Avenue of the Americas, 9th Floor, New York, New York 10104.