Verso Paper Corp. (NYSE: VRS) announced today that two of its wholly owned subsidiaries, Verso Paper Holdings LLC and Verso Paper Inc. (collectively, the "Issuers"), have amended the terms of their previously announced exchange offer and consent solicitation with respect to their outstanding 11 3/8% Senior Subordinated Notes due 2016 (the "Old Subordinated Notes" and, the related exchange offer, the "Subordinated Notes Exchange Offer").
The Subordinated Notes Exchange Offer, together with the Issuers' previously announced exchange offer and consent solicitation with respect to their outstanding 8.75% Second Priority Senior Secured Notes due 2019 (the "Old Second Lien Notes" and, the related exchange offer, the "Second Lien Notes Exchange Offer") are being conducted pursuant to the Agreement and Plan of Merger dated as of January 3, 2014 (the "Merger Agreement"), among Verso, Verso Merger Sub Inc. ("Merger Sub"), and NewPage Holdings Inc. ("NewPage"), pursuant to which Verso will acquire NewPage by means of the merger of Merger Sub with and into NewPage on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"), with NewPage surviving the Merger as an indirect, wholly owned subsidiary of Verso. The closing of the Merger is conditioned upon consummation of the exchange offers.
Verso also announced that the Second Lien Notes Exchange Offer has been amended to give holders of Old Second Lien Notes who tender before the Second Lien Notes Expiration Time (as defined below) on July 30, 2014 the same consideration as those who tendered prior to the Second Lien Notes Early Tender Time (as defined below) on July 16, 2014.
As of July 23, 2014, holders of approximately $99.7 million in aggregate principal amount of Old Subordinated Notes have tendered their Old Subordinated Notes or agreed with Verso and the Issuers to tender their Old Subordinated Notes in the amended Subordinated Notes Exchange Offer, and holders of approximately $286.9 million in aggregate principal amount of Old Second Lien Notes have tendered their Old Second Lien Notes in the Second Lien Notes Exchange Offer.
"We thank the holders of our Old Second Lien Notes and Old Subordinated Notes who have committed to the exchange offers for their support," said Verso President and CEO Dave Paterson, "Successful completion of the exchange offers is an important step toward the closing of our acquisition of NewPage."
Amendment to Subordinated Notes Exchange Offer
The Subordinated Notes Exchange Offer and the Subordinated Notes consent solicitation have been amended as set forth below.
Consideration per $1,000
Principal Amount of Merger
Old Subordinated Notes Tendered Adjustment
Subordinated of New
Notes Total Subordinated Subordinated
Consideration Notes Exchange Notes Following
Outstanding if Tendered Consideration if the Merger per
Principal prior to Tendered after $1,000 Principal
Amount of or on the the Amount of New
Old Subordinated Subordinated Subordinated
Subordinated Notes Early Notes Early Notes Prior to
CUSIP/ISIN Notes Tender Time (1) Tender Time the Merger
------------ ------------- --------------- ---------------- ----------------
92531XAF9/ $142,500,000 $1,000 $850 principal $710 principal
US92531XAF96 principal amount of amount of New
amount of New Subordinated Subordinated
New Notes and Notes subject to
Subordinated Warrants (2) adjustment based
Notes and on participation
Warrants (2) in the
(1) Includes the Subordinated Notes consent and early tender payment of $150
principal amount of New Subordinated Notes.
(2) Holders will receive for each $1,000 principal amount of Old
Subordinated Notes tendered a number of Warrants equal to (a) $1,000
divided by (b) the aggregate principal amount of New Subordinated Notes
as of the date of consummation of the Subordinated Notes Exchange Offer
multiplied by (c) 6.670% of the total number of outstanding shares of
Common Stock, determined on a fully diluted basis after giving effect to
the Merger and the issuance of Common Stock upon the mandatory
conversion of Warrants issued in the Exchange Offers (the "Subordinated
Notes Warrant Consideration"). Verso will not issue fractional Warrants
and Warrants issued to Eligible Holders in the Subordinated Notes
Exchange Offer will be rounded up to the nearest whole Warrant.
(3) The principal amount of New Subordinated Notes following the Merger per
$1,000 principal amount of New Subordinated Notes prior to the Merger
will be adjusted based on participation in the Subordinated Notes
Exchange Offer as follows:
Percentage of Aggregate Principal Principal Amount of New Subordinated
Amount of Old Subordinated Notes Notes Following the Merger per $1,000
Participating in the Subordinated Principal Amount of New Subordinated
Notes Exchange Offer Notes Prior to the Merger
If holders in the aggregate tender a percentage of Old Subordinated Notes that is not set forth in the table above, holders will receive the principal amount corresponding to the closest lower percentage (e.g., if 87.5% of the Old Subordinated Notes are tendered, holders will receive the principal amount corresponding to 85%).
The Issuers have also amended the terms of the New Subordinated Notes as follows: upon the consummation of the Merger, (i) the principal amount of the outstanding New Subordinated Notes will be adjusted such that a holder of $1,000 principal amount of New Subordinated Notes immediately prior to the Merger will hold $710 principal amount of New Subordinated Notes immediately following the Merger (assuming 100% participation in the Subordinated Notes Exchange Offer), (ii) the maturity date of the New Subordinated Notes will be extended to August 1, 2020 and (iii) the interest rate will be adjusted such that the New Subordinated Notes will bear interest from and after the date of the consummation of the Merger at a rate of 11% per annum payable in cash plus 5% per annum payable by increasing the principal amount of the outstanding New Subordinated Notes or by issuing additional New Subordinated Notes.
Following the consummation of the Merger, the Issuers may redeem the New Subordinated Notes, in whole or in part, at any time prior to August 1, 2017 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make-whole premium. At any time following the consummation of the Merger and on or after August 1, 2017, August 1, 2018 or August 1, 2019, the Issuers may redeem the New Subordinated Notes at their option at 105.500%, 102.750% and 100.000%, respectively.
The consummation of the Subordinated Notes Exchange Offer is conditioned upon, among other things, the valid tender, and not withdrawal, of at least 70% in aggregate principal amount of outstanding Old Subordinated Notes. The Issuers will make alternative arrangements on similar economic terms to the Subordinated Notes Exchange Offer for holders who are not Eligible Holders; the 70% minimum condition will include in it any Old Subordinated Notes held by such holders that tender pursuant to such alternative arrangements.
Eligible Holders who validly tender Old Subordinated Notes prior to 12:00 midnight, New York City time, at the end of July 30, 2014 (such date and time, as it may be extended by us, the "Subordinated Notes Early Tender Time") and do not validly withdraw their tender prior to 12:00 midnight, New York City time, at the end of July 30, 2014 will receive the Subordinated Notes Total Consideration for Old Subordinated Notes accepted in the Subordinated Notes Exchange Offer. "Subordinated Notes Total Consideration" means, for each $1,000 principal amount of Old Subordinated Notes tendered and accepted by us, $1,000 principal amount of New Subordinated Notes (which includes the Subordinated Notes consent and early tender payment of $150 principal amount of New Subordinated Notes), without giving effect to the adjustment in principal amount upon the consummation of the Merger, and the Subordinated Notes Warrant Consideration. The expiration time of the Subordinated Notes Exchange Offer is being extended from 12:00 midnight, New York City time, at the end of July 30, 2014, to 12:00 midnight, New York City time, at the end of August 6, 2014 (such date and time, as it may be extended by us, the "Subordinated Notes Expiration Time") so that Eligible Holders who validly tender Old Subordinated Notes after the Subordinated Notes Early Tender Time will receive the Subordinated Notes Exchange Consideration for Old Subordinated Notes accepted in the Subordinated Notes Exchange Offer. "Subordinated Notes Exchange Consideration" means, for each $1,000 principal amount of Old Subordinated Notes tendered and accepted by us, $850 principal amount of New Subordinated Notes, without giving effect to the adjustment in principal amount upon the consummation of the Merger, and the Subordinated Notes Warrant Consideration.
Subject to the terms and conditions described in the Offering Documents (as defined below), payment of the Subordinated Notes Total Consideration or Subordinated Notes Exchange Consideration will occur promptly after the Subordinated Notes Early Tender Time or the Subordinated Notes Expiration Time, as applicable.
The Issuers will not pay accrued and unpaid interest on the Old Subordinated Notes exchanged on the early settlement date or the final settlement date of the Subordinated Notes Exchange Offer; interest on the New Subordinated Notes will accrue from August 1, 2014.
GlaxoSmithKline plc (NYSE: GSK) today announced that the U.S. Food and Drug Administration (FDA) has approved Flonase® Allergy Relief (fluticasone propionate 50 mcg spray), containing the No. 1 prescribed allergy treatment ingredient1, as an over-the-counter (OTC) treatment for temporary relief of the symptoms of hay fever or upper respiratory allergies.2
Flonase® Allergy Relief is the first and only over-the-counter nasal spray indicated for relief of all nasal and eye-related allergy symptoms3,4 including runny nose, sneezing, itchy nose5-7, nasal congestion8-11 and itchy and watery eyes.12-15 Flonase® Allergy Relief will be available at full prescription strength and to provide 24-hour non-drowsy allergy relief.
Roughly 50 million people in the United States suffer from nasal allergies16, and allergies take a toll on sufferers:
- Nasal allergies can lead to fatigue, sleep disturbances, learning and attention problems and impaired function at work and/or school.17
- In 2010, Americans with allergic rhinitis (AR) spent approximately $17.5 billion on health- related costs, lost more than 6 million work and school days and made more than 16 million visits to the doctor.18
- 70 percent of sufferers treat their symptoms with prescription or OTC treatments19; however, 50 percent of them report they are not completely satisfied with their current method of treatment.20
No other intra-nasal hay fever and allergy treatment has been proven more effective than Flonase® Allergy Relief,1,8 a once-a-day nasal spray which helps relieve inflammation to provide 24-hour non-drowsy symptom relief.21,22 Fluticasone propionate, the active ingredient in Flonase® Allergy Relief, has helped more allergy sufferers than any other nasal spray and has a well-established safety profile with 30 million accumulated patient years since it was first approved as a prescription medicine in 1994.23
Colin Mackenzie, President, Consumer Healthcare North America, GSK, said, "With the significant number of allergy sufferers in the United States and a considerable number of those unsatisfied with their current treatments, we believe the wide availability of Flonase® Allergy Relief over-the-counter is great news for these individuals. GSK has a strong heritage – 40 years – in discovering and developing respiratory products used by patients worldwide. We are proud of our track record of successful Rx-to-OTC switches which over the years have significantly improved access to important medicines for our consumers."
"This approval will bring Flonase® Allergy Relief to consumers in a convenient way at the same dosage strength as found in prescription Flonase. For those with allergies, being able to find simple, effective relief over the counter may mean the difference between a day lost to allergies and a day enjoying their favorite activities," said Dr. Vidhu Bansal-Dev, Vice President, Research and Development, GSK.
Flonase® Allergy Relief will be available over-the-counter in early 2015.
To learn more, visit www.Flonase.com for information and to sign up for allergy updates, allergy tips and special savings.
On July 21, 2014, BGC and/or its affiliates completed certain transactions involving Cantor Fitzgerald, L.P. ("CFLP" or "Cantor.") A Form 4 was filed yesterday with the SEC that describes these purchases in detail. These transactions also triggered related filings on Form 4 by BGC's Chairman and Chief Executive Officer, Howard W. Lutnick and an affiliate to report beneficial ownership, although the transactions were not conducted by Mr. Lutnick personally.
The net result of the transactions described in the Forms 4 is effectively as follows:
- Certain individuals who were formerly partners of Cantor effectively sold approximately 3.1 million BGC shares and/or units.
- BGC immediately purchased approximately 3.1 million BGC shares and/or units from Cantor.
- BGC additionally purchased another approximately 1.9 million BGC shares from CFLP, the proceeds of which went to certain current partners of Cantor, excluding Mr. Lutnick.
- BGC purchased these shares and/or units at an average price of $7.74, which was the closing price on the day these transactions were completed.
- The transactions described in the Forms 4 reduced BGC's fully diluted share count by approximately 5 million shares.
- None of these sales included shares and/or units held personally by BGC's Chairman and Chief Executive Officer Howard W. Lutnick or his family.
- Mr. Lutnick did not and will not receive any proceeds from these transactions.
- Mr. Lutnick currently does not intend to sell any BGC shares and/or units held personally or in family trusts, other than dispositions related to charitable donations.
The California Department of Technology and IBM (NYSE: IBM) today announced CalCloud, a new technology model powered by cloud computing to build and deliver more innovative government services and savings.
The platform, now available to municipalities and all state and local government agencies on a subscription basis, is the first of its kind to be implemented in the United States at the state level.
Through CalCloud, the California Department of Technology is providing next-generation tools that offer access to IT services at the rapid pace that customers demand while minimizing upfront capital investment and controlling financial risk.
Instead of separate IT systems for each department, the CalCloud service model allows government entities to share a common pool of computing resources and operate much more efficiently than they do today. Immediate access to modern back-end services frees up state department to focus on projects with direct impact on the public.
"CalCloud is an important step towards providing faster and more cost effective IT services to California state departments and ultimately to the citizens of California," said Marybel Batjer, Secretary of the Government Operations Agency.
More than 20 state departments have already requested IT services through CalCloud.
As part of this public-private partnership, IBM is supplying and managing the infrastructure, while the California Department of Technology will manage all other aspects of the service offering. Additionally, IBM will work closely with the state to transfer essential knowledge and best practices in security and systems integration to the Department of Technology.
California's move to offer shared IT services through CalCloud gives state and local government the ability to buy only the computing resources needed with the flexibility to quickly scale up or scale down resources as workloads demand. CalCloud is designed to allow around the clock access to a shared pool of easily configurable resources including compute, storage, network and disaster recovery services. CalCloud meets stringent security standards based on National Institute of Standards (NIST) for cloud based services and FedRAMP.
"Transforming how the State of California delivers technology services is not only more efficient and cost effective, it will spur innovation with cloud capabilities that are open and secure," said Erich Clementi, Senior Vice President, IBM Global Technology Services. "California is setting an example for other states on how to use cloud technology to improve coordination across agencies and municipalities while reducing the barriers and duplication that can impede the delivery of government services."
In addition to IBM, CalCloud partners include AT&T, which will provide excellent network services for the core and edge networks, and IT consulting firms Alexan International, Inc., and KPMG, LLC to drive CalCloud's adoption rate and migration to the new service.
Perrigo Company (NYSE: PRGO) today announced that it has received an AB therapeutic equivalent rating from the U.S. Food and Drug Administration (FDA) for its previously approved New Drug Application (NDA) for testosterone gel 1.0%. FDA concluded that Perrigo's testosterone product is therapeutically equivalent to [AbbVie's] AndroGel 1% and can be substituted with the full expectation that it will produce the same clinical effect and safety profile as AndroGel 1% when used under the conditions specified in the labeling. Other companies that have submitted NDAs referencing AndroGel® 1.0% have failed to achieve the AB rating.
Androgel® 1.0% (testosterone gel 1.0%) is indicated to treat adult males who have low or no testosterone. Annual sales were greater than $500 million, as measured by Symphony Health Solutions.
Perrigo's Chairman, President and CEO Joseph C. Papa stated, "We are very pleased to receive an AB rating for our testosterone 1.0% product. It occurred as a result of a strong effort by our research and development team, which worked alongside the FDA. We sincerely commend the FDA team on its actions and appreciate their hard work to bring this matter to conclusion. This highlights our commitment to bringing new affordable products to the market."
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