Item 1.01 Entry into a Material Definitive Agreement.
On March 18, 2022, certain subsidiaries of Verso Corporation (the "Company" or
"Verso"), including Verso Paper Holding LLC (the "Borrower") and Verso Holding
LLC ("Holdings"), entered into the Fourth Amendment to Credit Agreement (the
"Fourth ABL Amendment") to the Asset-Based Revolving Credit Agreement dated as
of July 15, 2016 (the "Original ABL Facility", and as the Original ABL Facility
was previously amended, the "Existing ABL Facility", and as the Existing ABL
Facility is amended by the Fourth ABL Amendment, the "ABL Facility") among
Holdings, the Borrower, the subsidiaries of the Borrower party thereto, the
lenders and other parties thereto, and Wells Fargo Bank, National Association,
as administrative agent.
After giving effect to the Fourth ABL Amendment, the ABL Facility (i) applies
certain reporting arrangements in connection (and effective upon closing of) the
expected merger of West Acquisition Merger Sub Inc., a wholly owned subsidiary
of BillerudKorsnäs Inc., with and into the Company, with the Company as the
surviving corporation as a wholly owned indirect subsidiary of BillerudKorsnäs
AB (the "BK Merger"), (ii) after the BK Merger, requires the use of the
International Financial Reporting Standards as the applicable accounting rules
for the Company and its subsidiaries, in lieu of GAAP, and (iii) makes other
administrative and implementing changes to be effective upon closing of the BK
Merger.
All obligations under the ABL Facility continue to be (i) unconditionally
guaranteed by Holdings and certain of the subsidiaries of the Borrower and (ii)
secured by first-priority liens on certain assets of the Borrower, Holdings and
the other guarantor subsidiaries, including accounts, inventory, certain deposit
accounts, securities accounts and commodities accounts.
The other principal terms of the ABL Facility, including the interest rate, the
maturity date, and fees payable thereunder, remain unchanged after giving effect
to the Fourth ABL Amendment. The Original ABL Facility, together with amendments
thereto dated as of December 5, 2016, February 6, 2019 and May 10, 2021, have
been previously filed with, and are described in, the Company's Current Report
on Form 8-K dated, respectively: July, 15, 2016, December 5, 2016, February 6,
2019 and May 10, 2021.
The foregoing summary of the Fourth ABL Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Fourth ABL Amendment, a copy of which is filed as Exhibit 10.1 to this
report and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off- Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is hereby incorporated by reference
into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Fourth Amendment to Credit Agreement, dated as of March 18, 2022,
among Verso Holding LLC, Verso Paper Holding LLC, each of the other loan
parties party thereto, the lenders and other parties thereto, and Wells
Fargo Bank, National Association, as administrative agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" regarding
Verso, BillerudKorsnäs AB ("BillerudKorsnäs") or their respective management's
future expectations, beliefs, intentions, goals, strategies, plans and
prospects, which, in the case of Verso, are made in reliance on the "safe
harbor" provisions within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve substantial risks, known
and unknown, uncertainties, assumptions and other factors that may cause actual
results, performance or achievements to differ materially from future results
expressed or implied by such forward-looking statements including, but not
limited to, the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of Verso or BillerudKorsnäs to
terminate the merger agreement; the ability to obtain regulatory approvals
and/or meet other closing conditions to the proposed merger on a timely basis or
at all; difficulties and delays in integrating Verso's and BillerudKorsnäs'
businesses; risks that the proposed merger disrupts Verso or BillerudKorsnäs
current plans and operations; failing to realize anticipated synergies, cost
savings and other anticipated benefits of the proposed merger when expected or
at all; potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed merger; the risk
that unexpected costs will be incurred; the ability of Verso or BillerudKorsnäs
to retain and hire key personnel; the diversion of management's attention from
ongoing business operations; uncertainty as to the price of Verso common stock;
the outcome of any legal proceedings that may be instituted against Verso,
BillerudKorsnäs or their respective directors and officers; changes in global,
political, economic, business, competitive, market and regulatory forces;
changes in laws and regulations or the interpretation or enforcement thereof;
changes in rates and policies; future business acquisitions or disposals;
competitive developments; and the timing and occurrence (or non-occurrence) of
other events or circumstances that may be beyond Verso's and BillerudKorsnäs'
control. These and other risks, uncertainties, assumptions and other factors may
be amplified or made more uncertain by the COVID-19 pandemic, which has caused
significant economic uncertainty. The extent to which the COVID-19 pandemic
impacts Verso's and BillerudKorsnäs' businesses, operations and financial
results, including (without limitation) the duration and magnitude of such
effects, will depend on numerous factors, which are unpredictable, including,
but not limited to, the duration and spread of the outbreak, its severity, the
actions taken to contain the virus or treat its impact, and how quickly and to
what extent normal economic and operating conditions can resume. Forward-looking
statements generally relate to future events or Verso's and BillerudKorsnäs'
future financial or operating performance and include, without limitation,
statements relating to the proposed merger and the potential impact of the
COVID-19 outbreak on Verso's and BillerudKorsnäs' businesses and operations. In
some cases, you can identify forward-looking statements because they contain
words such as "anticipates," "believes," "contemplates," "could," "seeks,"
"estimates," "intends," "targets", "expects", "allows", "enables", "may,"
"plans," "potential," "predicts," "projects," "should," "will," "would" or
similar expressions and the negatives of those terms.
While forward-looking statements are Verso's and BillerudKorsnäs' current
predictions at the time they are made, you should not rely upon them.
Forward-looking statements represent Verso's and BillerudKorsnäs' management's
beliefs and assumptions only as of the date of this Current Report on Form 8-K,
unless otherwise indicated, and there is no implication that the information
contained in this Current Report on Form 8-K is made subsequent to such date.
For additional information concerning factors that could cause actual results
and outcomes to differ materially from those expressed or implied in the
forward-looking statements, please refer to the cautionary statements and risk
factors included in Verso's filings with the SEC, including the definitive proxy
statement filed with the SEC on February 8, 2022, Verso's Annual Report on Form
10-K filed with the SEC on February 28, 2022, and any further disclosures Verso
makes in Current Reports on Form 10-Q or Form 8-K. Verso's SEC filings are
available electronically on Verso's investor website at
https://investor.versoco.com/ or the SEC's website at www.sec.gov.
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Except as required by law, Verso and BillerudKorsnäs assume no obligation to
update these forward-looking statements or this Current Report on Form 8-K, or
to update, supplement or correct the information set forth in this Current
Report on Form 8-K or the reasons actual results could differ materially from
those anticipated in the forward-looking statements, even if new information
becomes available in the future. All subsequent written and oral forward-looking
statements attributable to Verso or BillerudKorsnäs or any person acting on
behalf of either party are expressly qualified in their entirety by the
cautionary statements referenced above.
All subsequent written and oral forward-looking statements attributable to
Verso, BillerudKorsnäs or any person acting on behalf of either party are
expressly qualified in their entirety by the cautionary statements referenced
above.
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