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NewPage Corporation
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Miamisburg, Ohio, USA, 10 August 2009 -- NewPage Corporation announced today several changes to NewPage’s and NP Investor  (NPI) LLC’s previously announced cash tender offer (the Second Lien Notes Tender Offer) to purchase certain of NewPage’s outstanding Floating Rate Senior Secured Notes due 2012 and 10% Senior Secured Notes due 2012 (together with the Floating Rate Notes, the Second Lien Notes).  

Concurrently, NPI announced that it has extended the Early Participation Time and the Expiration Time for its previously announced cash tender offer (the NPI Offer and, together with the Second Lien Notes Tender Offer, the Offers) to purchase certain of NewPage Holding Corporation's outstanding Floating Rate Senior Unsecured PIK Notes due 2013 and NewPage's outstanding 12% Senior Subordinated Notes due 2013 (together with the NewPage Holding PIK Notes, the Subordinated Notes). The offers are described in detail in the Offers to Purchase dated 15 July 2009.

As of 5:00 p.m., Eastern Time, on 07 August 2009, holders had validly tendered and not withdrawn approximately (i) USD 84.3 million of Floating Rate Notes, (ii) USD 289.4 million of 10% Notes, (iii) USD 176.2 million of NewPage Holding PIK Notes, and (iv) USD 93.2 million of 12% Senior Subordinated Notes.

NewPage also has determined not to proceed with its portion of the Second Lien Notes Tender Offer. In addition, the size, terms and timing of NewPage’s proposed offering of new senior secured notes due 2014 are still under consideration at this time. As a result, NPI has waived the consummation of such proposed offering as a condition to the Second Lien Notes Tender Offer. In connection with the foregoing changes to the Second Lien Notes Tender Offer, the Maximum Payment Amount has been reduced from USD 180 million to USD 50 million, all of which will be funded by NPI.

NewPage and NPI have amended the Offer to Purchase dated 15 July 2009 (the Second Lien Notes Offer to Purchase) and distributed a supplement dated 10 August 2009 to holders of Second Lien Notes. The amendments to the Second Lien Notes Offer to Purchase include the following: 

  • NPI extended the Early Participation Time, previously scheduled for 5:00 p.m., Eastern Time, on 28 July 2009, to 12:00 midnight, Eastern Time, on 21 August 2009, unless further extended. All Holders tendering their Second Lien Notes on or before the new Early Participation Time and whose Second Lien Notes are accepted for purchase will be eligible to receive the Early Participation Premium; 
     
  • NPI extended the Withdrawal Deadline, previously scheduled for 5:00 p.m., Eastern Time, on 28 July 2009, to 5:00 p.m., Eastern Time, on 11 August 2009, unless further extended; and 
     
  • NPI extended the Expiration Time, previously scheduled for 12:00 midnight, Eastern Time, on 11 August 2009, to 12:00 midnight, Eastern Time, on 21 August 2009, unless further extended. 

The obligations of NPI under the Second Lien Notes Tender Offer are described in the Supplement and the Second Lien Notes Offer to Purchase. NPI reserves the right to increase or decrease the Maximum Payment Amount without extending the Withdrawal Deadline. Except as specifically set forth in the Supplement, or as the context may require, the amended terms of the Second Lien Notes Offer to Purchase apply to Second Lien Notes previously tendered and any Second Lien Notes that are tendered on or after the date hereof and before the Expiration Time.

In addition, the terms of the NPI Offer have been amended as follows:  

  • NPI extended the Early Participation Time, previously scheduled for 5:00 p.m., Eastern Time, on 28 July 28 2009, to 12:00 midnight, Eastern Time, on 14 August 2009, unless further extended. All Holders tendering their Subordinated Notes on or prior to the new Early Participation Time and whose Subordinated Notes are accepted for purchase will be eligible to receive the Early Participation Premium; and 
     
  • NPI extended the Expiration Time, previously scheduled for 12:00 midnight, Eastern Time, on 11 August 2009, to 12:00 midnight, Eastern Time, on 14 August 2009, unless further extended.

The complete terms and conditions of the Offers, except as modified, are set forth in the Offers to Purchase and related Letters of Transmittal, which have been sent to holders of the notes. Except as modified by the Supplement, all terms and conditions of the Offers will remain in full force and effect. Holders are urged to read the Offer documents, including the Supplement, carefully before making any decision with respect to the Offers.

NewPage and NPI have retained Citi to serve as the lead dealer manager for the Offers and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as additional dealer managers. Barclays Capital Inc. is acting as co-manager for the Offers. Questions regarding the Offers may be directed to Citigroup Global Markets Inc. at 212-723-6106 (collect) or 800-558-3745 (toll-free). Requests for documents in connection with the Offers may be directed to Global Bondholder Services Corporation, the information agent for the Offers at 212-430-3774 or 866-470-3700 (toll-free).

Headquartered in Miamisburg, Ohio, NewPage Corporation is the largest coated paper manufacturer in North America, based on production capacity, with USD 4.4 billion in net sales for the year ended 31 December 2008. The company’s product portfolio includes coated freesheet, coated groundwood, supercalendered, newsprint, and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications, and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, and Wisconsin in the United States, and in Nova Scotia, Canada. These mills have a total annual production capacity of approximately 4.4 million tons of paper, including approximately 3.2 million tons of coated paper, approximately 1.0 million tons of uncoated paper and approximately 200,000 tons of specialty paper.



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