BillerudKorsnäs Inc. completed the acquisition of Verso Corporation from Hoak Public Equities, L.P., managed by Hoak & Co., Hoak Fund Management, L.P., The Hoak Foundation and others.
The closing of the transaction subject to the approval of Verso's shareholders, as well as receipt of regulatory approvals, the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and satisfaction of other customary closing conditions. Regulatory approvals include U.S. antitrust approval as well as approval from relevant state and federal energy regulatory authorities in the U.S. Closing of the transaction is not subject to any financing condition. Verso's Board of Directors, acting upon the recommendation of a special committee of Verso's Board, has unanimously approved and resolved to recommend approval of the merger by Verso's shareholders. A special meeting of Verso's shareholders is expected to be convened following the mailing to Verso's shareholders of a proxy statement for the transaction. BillerudKorsnäs' four largest shareholders, which together hold around 37.7% of BillerudKorsnäs' share capital, support the acquisition and have expressed their intention to vote for the rights issue and subscribe for their pro rata share. As of February 8, 2022, the special meeting of shareholders of Verso is scheduled on March 11, 2022. As of February 10, 2022, the applicable waiting period under the HSR Act expired. As of February 25, 2022, the State of Wisconsin Department of Health Services has approved the deal. As of March 8, 2022, the Federal Energy Regulatory Commission issued an order authorizing the transaction. As of March 11, 2022, the shareholders of Verso have approved the deal. As of March 29, 2022, the transaction has received the necessary approvals from the Nuclear Regulatory Commission and the Public Service Commission of Wisconsin. Verso has now received all regulatory approvals necessary to complete the transaction and as such all conditions for completion of the transaction have been fulfilled. The transaction is expected to close in the second quarter of 2022. As of March 11, 2022, the transaction is expected to close in late-March or April of 2022. As of March 29, 2022, the transaction is expected to close on March 31, 2022. The acquisition will immediately be accretive to earnings per share and create significant shareholder value over time with a more profitable product mix.
Rothschild & Co served as exclusive financial advisor and Steven Li, Jonathan Davis, Daniel Wolf, Kate Coverdale and Sara Webber of Kirkland & Ellis LLP served as legal counsel to Verso. Rothschild will receive a fee of $15.5 million from Verso for its services, $3 million of which became payable upon delivery of Rothschild & Co's opinion. BofA Securities served as financial advisor, Jeffrey A. Brill, Pete Coulton, David Rievman, Erica Schohn, Timothy F. Nelson, Kenneth Schwartz, Elizabeth Malone, Raunaq (Niqui) Kohli and Denis Klimentchenko of Skadden, Arps, Slate, Meagher & Flom LLP served as U.S. legal counsel and Wilhelm Lüning, Fredrik Lundén, Per Henriksson, Mirja Sikander, and Fredrik Lindblom of Cederquist served as Swedish legal counsel to BillerudKorsnäs. Rothschild & Co US Inc. acted as fairness opinion provider. Innisfree M&A Inc.is acting as proxy solicitor of Verso and will receive a fee of $0.1 million plus expenses. Computershare Inc. is the transfer agent for shares of Verso. Sullivan & Cromwell represented Rothschild & Co.
BillerudKorsnäs Inc. completed the acquisition of Verso Corporation (NYSE:VRS) from Hoak Public Equities, L.P., managed by Hoak & Co., Hoak Fund Management, L.P., The Hoak Foundation and others on March 31, 2022. As a result of the transaction, Verso Corporation became a wholly owned subsidiary of BillerudKorsnäs Inc. At the effective time of the Merger, Verso Corporation changed its name to "Billerud Americas Corporation". Effective April 1, 2022, Rob Kreizenbeck, Verso's Senior Vice President of Operations, assumes the position of President, North America in BillerudKorsnäs' Executive Management Team. At the Effective Time, Robert K. Beckler, Marvin Cooper, Jeffrey E. Kirt, Randy J. Nebel and Nancy M. Taylor each ceased to be a director of Verso and a member of any committee of Verso's Board of Directors. Also, Randy J. Nebel, Chief Executive Officer, and Brian D. Cullen, Senior Vice President and Chief Financial Officer, each will resign as an officer of Verso, effective as of April 1, 2022. The entire team of Verso will join BillerudKorsnäs.