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January 31, 2020

Verso, rebel investors reach truce in proxy fight over Jay mill sale

File Photo The Pixelle paper mill in Jay will close earlier than expected.

Only hours before the scheduled start of its annual meeting Friday, paper maker Verso Corp. (NYSE: VRS) announced a truce in the proxy war for its control — and that investors attempting the takeover will support the sale of Verso’s mill in Jay.

The Ohio-based company is in the midst of selling the plant and another in Wisconsin to Pixelle Specialty Solutions LLC, a Pennsylvania producer of specialty paper, for $400 million. But two rebel shareholders, private equity firms Atlas Holdings and Blue Wolf Capital Partners, opposed the deal.

The firms have made several unsuccessful attempts to acquire Verso since 2017. In December, they proposed a slate of three new directors for the company, each of whom had been previously rejected by the board.

Verso warned that if Atlas and Blue Wolf succeeded in wresting control, they’d squash the sale and instead merge the company with a competitor, Twin Rivers Paper LLC of Madawaska. Twin Rivers is jointly owned by Atlas and Blue Wolf, and one of the nominees proposed by the firms, Timothy Lowe, is the former chair and CEO of Twin Rivers.

But on Friday, Verso said Lowe was no longer a candidate and that a new slate of board nominees had received support from both sides in the proxy fight. In addition, Atlas and Blue Wolf were to vote in favor of the sale at Friday's meeting, according to a news release.

The new nominees are Sean T. Erwin, Jeffrey E. Kirt and Marvin Cooper.

"We are pleased to have reached an agreement with Atlas and Blue Wolf that is in the best interests of Verso's stockholders, and we look forward to welcoming Sean Erwin, Jeff Kirt and Marvin Cooper to the company's board," CEO and board member Adam St. John said.

Timothy Fazio, co-founder and managing partner of Atlas, and Blue Wolf founder and Managing Partner Adam Blumenthal jointly stated, "We are pleased to have reached this resolution with Verso, which is the result of collaborative dialogue and intensive engagement with the company. Marvin Cooper, Sean Kirt and Jeff Erwin are highly qualified public company directors and will provide valuable perspectives to the Verso board.”

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