0001209191-15-003069.txt : 20150108 0001209191-15-003069.hdr.sgml : 20150108 20150108133240 ACCESSION NUMBER: 0001209191-15-003069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150107 FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NewPage Holdings Inc. CENTRAL INDEX KEY: 0001578086 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 461505118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 BUSINESS PHONE: (877) 855-7243 MAIL ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Donahue Lisa Joan CENTRAL INDEX KEY: 0001528992 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54963 FILM NUMBER: 15515735 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-01-07 1 0001578086 NewPage Holdings Inc. NONE 0001528992 Donahue Lisa Joan 8540 GANDER CREEK DRIVE MIAMISBURG OH 45342 1 0 0 0 Common Stock 2015-01-07 4 D 0 126 D 0 D Restricted Stock Units 2015-01-07 4 D 0 1644 D 2020-01-23 Common Stock 1644 0 D Pursuant to the agreement and plan of merger (the "Merger Agreement"), dated January 3, 2014, between the Issuer, Verso Paper Corp. and Verso Merger Sub Inc., providing for Verso Paper Corp. to acquire the Issuer (the "Merger"), upon closing of the Merger, each common share of the Issuer was converted into the right to receive "Merger Consideration" equal to its pro rata portion of: a. approximately $4 million in cash; b. $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 c. shares of Verso Paper Corp. common stock representing 20% of the number of outstanding Verso Paper Corp. shares as of immediately prior to closing of the Merger. Pursuant to the terms of the Merger Agreement, each RSU was cancelled and automatically converted into the right to receive the Merger Consideration (defined in (1) above). Pursuant to the terms of the Merger Agreement, each RSU became fully vested upon the closing of the Merger. /s/ Lisa J. Donahue 2015-01-07