The New Notes are being offered in the U.S. only to (1) qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and (2) “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S. The New Notes will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction that is not subject to the registration requirements of the Securities Act or any state securities laws.
Global Bondholder Services Corporation is acting as the Information Agent for the exchange offers. Requests for the Old Subordinated Notes Exchange Offer Documents or the Old Secured Floating Rate Notes Exchange Offer Documents from eligible holders may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-3700 (for all others).
Neither the Issuers’ boards of directors nor any other person makes any recommendation as to whether holders of Old Subordinated Notes or Old Secured Floating Rate Notes should exchange such notes, and no one has been authorized to make such a recommendation. Eligible holders of Old Subordinated Notes or Old Secured Floating Rate Notes must make their own decisions as to whether to exchange their notes, and if they decide to do so, the principal amount of the notes to exchange. Eligible holders of Old Subordinated Notes or Old Secured Floating Rate Notes should read carefully the exchange offer documents described above and related materials before any decision is made with respect to the exchange offer and consent solicitation.
About VersoBased in Memphis, Tennessee, Verso Paper Corp. (“Verso”) is a leading North American producer of coated papers, including coated groundwood and coated freesheet, and specialty products. Verso’s paper products are used primarily in media and marketing applications, including magazines, catalogs and commercial printing applications such as high-end advertising brochures, annual reports and direct-mail advertising.