Verso Paper proposes to issue US$345M aggregate principal amount of senior secured noted due 2019, receives commitments from lenders for new US$150M asset-based revolving loan facility, new US$50M first-priority revolving facility

Kendall Sinclair

MEMPHIS, Tennessee , March 7, 2012 (press release) – Verso Paper Corp. (NYSE:VRS) announced today that its subsidiaries, Verso Paper Holdings LLC and Verso Paper Inc. (the “Issuers”), propose to issue $345 million aggregate principal amount of senior secured notes due 2019 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed by certain domestic subsidiaries of Verso.

Verso also announced today that it has received commitments from lenders for a new $150 million asset-based revolving loan facility and a new $50 million first-priority revolving facility. These commitments would be utilized in lieu of Verso's previously announced $100.0 million of commitments for an accounts receivable securitization facility and approximately $55.0 million of commitments to provide a new and/or extended revolving facility under Verso Holdings’ existing senior secured revolving credit facility.

Verso intends to enter into the new credit facilities as soon as practicable following the completion of the Notes offering and upon satisfaction of customary conditions. While Verso has received commitments from lenders for the proposed new credit facilities, there can be no assurance that Verso will enter into such facilities. The new credit facilities will replace Verso’s existing $200 million revolving credit facility which matures on August 1, 2012.

Verso’s subsidiaries that intend to issue and guarantee the Notes are the same entities that issued and guaranteed Verso’s existing senior secured notes. The Notes will be secured by first priority security interests in the “Notes Priority Collateral” (which generally includes most fixed assets of the Issuers and the guarantors) and by second priority security interests in the “ABL Priority Collateral” (which generally includes most inventory and accounts receivable of the Issuers and the guarantors), in each case subject to certain permitted liens and as described in the offering circular relating to the Notes.

Verso intends to use the net proceeds from the offering of Notes to (1) pay the consideration for the cash tender offer for Verso’s outstanding 11½% senior secured notes due 2014 (the “Existing Senior Secured Notes”), (2) redeem any remaining Existing Senior Secured Notes, following the expiration of the cash tender offer, at the applicable redemption price plus accrued and unpaid interest, and (3) pay certain related transaction costs and expenses. The proposed offering of the Notes is subject to market and other conditions and may not occur as described or at all.

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S. The Notes will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction that is not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.


About Verso

Based in Memphis, Tennessee, Verso Paper Corp. is a leading North American producer of coated papers, including coated groundwood and coated freesheet, and specialty products. Verso’s paper products are used primarily in media and marketing applications, including magazines, catalogs and commercial printing applications such as high-end advertising brochures, annual reports and direct-mail advertising.

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