SEC Form 4 · accession 0000769993-15-000007
NewPage Holdings Inc. · [NONE]
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric D. Muller
Director
Period of report
Jan 7, 2015
Accepted (ET)
Jan 9, 2015 · 8:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001578086
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Jan 7, 2015 | D | 800,000 | — | D | 0 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- F2On January 3, 2014, NewPage Holdings Inc. (the "Company"), Verso Paper Corp., currently named Verso Corporation ("Verso") and Verso Merger Sub Inc., an indirect, wholly owned subsidiary of Verso ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement, with the Company surviving the merger as an indirect, wholly owned subsidiary of Verso (the "Merger"). The Merger was consummated on January 7, 2015. In connection with the Merger, on January 7, 2015, the Reporting Person resigned as a director of the Company.
- F3Upon closing of the Merger, each share of Common Stock, par value $0.001 per share of the Company was converted into the right to receive merger consideration equal to its pro rata portion of: i) approximately $4 million in cash; ii) $650 million in principal amount of 11.75% Senior Secured Notes due 2019 to be offered by Verso Paper Holdings LLC and Verso Paper Inc. in connection with the Merger (subject to downward adjustment in certain circumstances in an amount not to exceed $27 million in value); and iii) shares of Verso common stock representing 20% of the number of outstanding Verso shares as of immediately prior to closing of the Merger.