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