Verso Board Agrees to Facilitate Acquisition Talks with LSC, Finch Paper Parent, Atlas Holdings

The printing paper market remains in turmoil, as print providers serving all markets scramble to secure various paper grades, at affordable pricing levels and with reasonable lead times, from mills and distributors that have reduced manufacturing capacity and enacted supply allocations. Now, it appears a cloud of uncertainty remains over U.S.-based coated paper supplier Verso Corp.

Miamisburg, Ohio-based Verso announced Sept. 21 that its board of directors has entered into a confidentiality agreement with private equity firm Atlas Holdings LLC to further negotiate the unsolicited, $20 per share takeover bid Atlas made on July 11, 2021. In a prepared statement, which also indicated a deal is not imminent or may never be consummated, Verso said:

The Special Committee of the Board of Directors of Verso previously communicated to Atlas its determination, made in consultation with its financial and legal advisors, that Atlas' previously disclosed $20.00 per share all-cash offer to acquire Verso was insufficient and that the Special Committee would only consider a potential transaction if Atlas meaningfully increased its offer from $20.00. The two parties agreed to exchange additional information under the terms of the agreement to facilitate ongoing discussions regarding a potential transaction with Atlas on mutually acceptable terms.

Last July, Atlas initially offered to acquire publicly-held Verso for $20 per share in cash, putting an enterprise value of the paper manufacturer at approximately $886 million. According to a July 12 Schedule 13D filing with the Securities & Exchange Commission (SEC), the $20 per share offer represented a 15.9% premium over the closing price of Verso common stock on July 9, 2021.

Greenwich, Connecticut-based private equity firm Atlas Holdings, along with affiliates Lapetus Capital and Blue World Capital Advisors, already controls 9.12% of the voting power of Verso and has been an activist investor seeking control since acquiring outstanding shares in the company.

Atlas Already Owns Printer LSC, Several Paper Suppliers

What makes the takeover attempt by Atlas Holdings even more intriguing are its existing print provider and paper company holdings. Atlas Holdings acquired the assets of former 2016 RR Donnelley spin-off LSC Communications in early December 2020. The LSC Communications transaction took the publicly-held book, catalog, and magazine printing specialist — which had filed for Chapter 11 bankruptcy protection — private.

Atlas Holdings' portfolio within the paper sector includes Finch, a paper manufacturer specializing in uncoated papers; Twin Rivers Paper, a manufacturer of lumber, specialty packaging, label, and publishing papers; Marcal, a paper towel and tissue products manufacturer; and Millar Western, an Alberta-based pulp producer.

In the packaging sector, Atlas owns ASG (AGI-Shorewood), a specialized packaging company with facilities in Europe; NPX One, a manufacturer of absorbent pads and expanded polystyrene foam trays for U.S. food processors; and Saxco, a North American distributor of rigid packaging for the wine, spirits, craft beer, and food markets.

Although the 2019 acquisition of LSC by Quad was blocked by the U.S. Department of Justice, antitrust concerns over the potential Verso acquisition by Atlas seem unlikely, given the fragmented nature of the paper industry.

As such, if the takeover of Verso does happen, Atlas will have control over a major coated paper supplier in Verso; uncoated paper specialist Finch; pulp-making capabilities from Verso and Millar Western; as well as ownership of LSC Communications, one of the largest book, catalog, and publication printers in the country.

On the printing side, this ostensibly would give Atlas greater supply chain control with the ability to readily provide coated and uncoated grades to meet LSC's print production output needs, potentially giving LSC a competitive advantage in the marketplace.

A similar vertical integration scenario happened last month when Glendale, Calif.-based, pressure-sensitive materials manufacturer Avery Dennison announced an agreement to acquire Vestcom from a private equity firm in an all-cash, $1.45 billion transaction. With roughly $400 million in annual sales, Vestcom operates 11 U.S. production facilities serving multiple U.S. retail channels, including grocery, drug, and dollar stores. Vestcom’s solutions include stackz pre-cut, pre-sorted self-adhesive shelf labels; shelfStrips shelf-edge planogram displays; adSigns signage kits; and shelfAdz branded marketing displays.

It will remain to be seen if these types of vertical supply chain consolidations intensify throughout the printing and packaging space — both as large, publicly held industry suppliers try to bolt on higher-profit-margin entities, and by private equity firms seeking to grow large, integrated platforms that they can eventually divest.

What Print Markets Does Verso Serve?

Verso — which filed for Chapter 11 protection in January 2016 —  produces graphic, specialty, and packaging paper, and market pulp. Its graphic paper products are designed primarily for commercial printing, advertising, and marketing applications, including direct mail, catalogs, corporate collateral, books, and magazines.

Verso's specialty paper products include release liner papers and label face stock for pressure-sensitive, glue-applied, and laminate applications. The company also produces packaging paper used in packaging and printing applications such as greeting cards, book covers, folders, labels, and point-of-purchase displays.

Verso has also reduced mill capacity and sold off assets. It blamed COVID-19 and the subsequent drop in demand for graphic paper used to produce advertising materials as the main driver for the July 2020 shutdowns of its mills in Wisconsin Rapids, Wis., and Duluth, Minn. Its Jay (Androscoggin), Maine, mill and its Stevens Point, Wis.-based specialty papers business were also divested to Pixelle Specialty Solutions in early 2020.