EX-99.1 2 eh1400352_ex9901.htm EXHIBIT 99.1 eh1400352_ex9901.htm

February 20, 2014

Verso Paper Corp.
6775 Lenox Center Court, Suite 400
Memphis, Tennessee 38115-4436
Attention: David J. Paterson and Peter H. Kesser
Re:           Exchange Offers and Consent Solicitations
Reference is made to that certain Agreement and Plan of Merger (as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms and conditions, the “Merger Agreement”), dated as of January 3, 2014, by and among Verso Paper Corp. (“Verso”), Verso Merger Sub Inc. and NewPage Holdings Inc. (“NewPage”).  Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Merger Agreement.
I write in response to Verso’s request that NewPage waive, or failing such waiver, amend the condition to closing in the Merger Agreement that Verso shall have consummated the Exchange Offer and Consent Solicitations (the “Exchange Offer Condition”).
As you are aware, the NewPage board, in deciding to recommend the merger to its stockholders, gave great weight to the deleveraging nature of the transaction and the debt reduction to be achieved by the Exchange Offers and Consent Solicitations, and this remains a fundamental element of the transaction from NewPage’s perspective.  We do not consent to Verso’s request for a waiver or amendment, and you should not assume that we will waive the Exchange Offer Condition or that we will provide any flexibility whatsoever with respect to debt reduction in the future.  If Verso is unable to satisfy the Exchange Offer Condition, we will reevaluate the merger and consider all our options.

Respectfully yours,

/s/ Mark A. Angelson
Mark A. Angelson

Apollo Global Management, LLC
9 West 57th Street, 43rd Floor
New York, NY 10019
Telecopy: (212) 515-3288
Attention: Scott Kleinman and General Counsel
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Telecopy: (212) 446-6460
Attention: Taurie M. Zeitzer and Joshua Kogan
NewPage Corporation
8540 Gander Creek Drive | Miamisburg, OH 45342 | T 877 855 7243