The tender offer is scheduled to expire at 11:59 p.m., New York City time, on April 3, 2012, unless extended or earlier terminated (the “Expiration Date”). Tendered Notes may be withdrawn at any time prior to the Early Tender Date but not thereafter, except to the extent that Verso Holdings is required by law to provide additional withdrawal rights. Holders who validly tender their Notes after the Early Tender Date will receive only the tender offer consideration of $1,025.00 per $1,000 principal amount of Notes tendered and will not be entitled to receive an early tender payment if such Notes are accepted for purchase pursuant to the tender offer. Subject to the terms and conditions described below, payment of the tender offer consideration or total consideration, as applicable, will occur promptly after the Expiration Date (such payment is currently expected to occur on or about April 4, 2012, unless the Expiration Date is extended or the tender offer is earlier terminated). In addition, at any time after the Early Tender Date but prior to the Expiration Date, and subject to the terms and conditions described below, Verso Holdings may accept for purchase Notes validly tendered on or prior to such time and purchase such notes for the tender offer consideration or total consideration, as applicable, promptly thereafter.
The consummation of the tender offer is conditioned upon, among other things, the issuance of new debt, with terms (including economic terms) acceptable to Verso Holdings in its sole discretion, to permit the closing of the tender offer and related transactions, and the availability of proceeds from the issuance of the new debt necessary to pay the applicable total consideration and interest to the applicable payment date, for validly tendered notes (including applicable premiums, fees and expenses). If any of the conditions is not satisfied, Verso Holdings may terminate the tender offer and return tendered Notes. Verso Holdings has the right to waive any of the foregoing conditions with respect to the Notes. In addition, Verso Holdings has the right, in its sole discretion, to terminate the tender offer at any time, subject to applicable law.
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