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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------------x
In re:
VERSO CORPORATION, et al.,1
Debtors.
:
:
:
:
:
:
:
Chapter 11
Case No. 16-10163 (KG)
Jointly Administered
Hearing Date: Feb. 24, 2016 at 12:00 p.m. (EST)
Obj. Deadline: Feb. 17, 2016 at 4:00 p.m. (EST)
-------------------------------------------------------------x
DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE
RETENTION AND EMPLOYMENT OF RICHARDS, LAYTON & FINGER, P.A. AS
CO-COUNSEL TO THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE
Verso Corporation (“Verso”) and its affiliated debtors and debtors in possession
(collectively, the “Debtors”), respectfully request entry of an order authorizing the Debtors to
employ and retain Richards, Layton & Finger, P.A. (“RL&F”) as their bankruptcy co-counsel
nunc pro tunc to January 26, 2016 (the “Petition Date”). In support of this application, the
Debtors submit the affidavit of Mark D. Collins, a director at RL&F (the “Collins Affidavit”),
attached hereto as Exhibit B and incorporated by reference herein and the Declaration of Peter
H. Kesser in Support of the Debtors’ Application for Entry of an Order Authorizing the Retention
and Employment of Richards, Layton & Finger, P.A. as Co-Counsel to the Debtors, Nunc Pro
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are
Verso Corporation (7389); Verso Paper Finance Holdings One LLC (7854); Verso Paper Finance Holdings LLC
(7395); Verso Paper Holdings LLC (7634); Verso Paper Finance Holdings Inc. (7851); Verso Paper Inc. (7640);
Verso Paper LLC (7399); nexTier Solutions Corporation (1108); Verso Androscoggin LLC (7400); Verso
Quinnesec REP Holding Inc. (2864); Verso Maine Energy LLC (7446); Verso Quinnesec LLC (7404); Bucksport
Leasing LLC (5464); Verso Sartell LLC (7406); Verso Fiber Farm LLC (7398); NewPage Holdings Inc. (5118);
NewPage Investment Company LLC (5118); NewPage Corporation (6156); NewPage Consolidated Papers Inc.
(8330); Escanaba Paper Company (5598); Luke Paper Company (6265); Rumford Paper Company (0427); Wickliffe
Paper Company LLC (8293); Upland Resources, Inc. (2996); NewPage Energy Services LLC (1838); Chillicothe
Paper Inc. (6154); and NewPage Wisconsin System Inc. (3332). The address of the Debtors’ corporate headquarters
is 6775 Lenox Center Court, Suite 400, Memphis, Tennessee 38115-4436.
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Tunc to the Petition Date attached hereto as Exhibit C (the “Kesser Declaration”). In further
support of this application, the Debtors respectfully state as follows:
JURISDICTION AND VENUE
1.
This
Court
has
jurisdiction
to
consider
this
application
(the
“Application”) under 28 U.S.C. §§ 157 and 1334 and venue is proper under 28 U.S.C. §§ 1408
and 1409. This is a core proceeding under 28 U.S.C. § 157(b).2
BACKGROUND
2.
On January 26, 2016 (the “Petition Date”), each of the Debtors filed a
voluntary petition with this Court for relief under chapter 11 of the Bankruptcy Code. The
Debtors manage and operate their business as debtors in possession under sections 1107(a) and
1108 of the Bankruptcy Code. On January 27, 2016, this Court entered an order directing joint
administration of the Debtors’ chapter 11 cases for procedural purposes only pursuant to
Bankruptcy Rule 1015(b) and Local Rule 1015-1 [D.I. 87].
5.
Additional information on the Debtors’ business and capital structure, as
well as a description of the reasons for filing these cases and the Debtors’ goals for these cases,
is set forth in Allen J. Campbell’s Declaration in Support of the Debtors’ Chapter 11 Petitions
and First Day Pleadings [D.I. 20] (the “Campbell Declaration”).3
RELIEF REQUESTED
6.
Pursuant to section 327(a) the Bankruptcy Code, rules 2014(a) and 2016
of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Local Rule 2014-1
2
Under rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware (the “Local Rules”), the Debtors hereby confirm their consent to the entry of a
final order by this Court in connection with this application if it is later determined that this Court, absent consent of
the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United
States Constitution.
3
Capitalized terms used but not defined in this motion have the meanings used in the Campbell Declaration.
2
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Rules, the Debtors hereby file this Application and request entry of an order authorizing the
Debtors to employ and retain RL&F as their bankruptcy co-counsel nunc pro tunc to the Petition
Date. A proposed form of order approving the relief requested herein is annexed hereto as
Exhibit A (the “Proposed Order”).
SERVICES TO BE PROVIDED
7.
The Debtors require RL&F to render a variety of legal services during the
pendency of these chapter 11 cases and to assist the Debtors in addressing the myriad of issues
that may arise in these chapter 11 cases. Subject to further order of the Court, the Debtors
request the employment and retention of RL&F to render professional services, including, but
not limited to:
a)
advising the Debtors of their rights, powers, and duties as debtors and
debtors in possession under chapter 11 of the Bankruptcy Code;
b)
taking action to protect and preserve the Debtors’ estates, including the
prosecution of actions on the Debtors’ behalf, the defense of actions
commenced against the Debtors in these chapter 11 cases, the negotiation
of disputes in which the Debtors are involved and the preparation of
objections to claims filed against the Debtors;
c)
assisting in preparing on behalf of the Debtors all motions, applications,
answers, orders, reports and papers in connection with the administration
of the Debtors’ estates;
d)
assisting the Debtors with the sale of any of their assets pursuant to section
363 of the Bankruptcy Code;
e)
assisting in preparing the Debtors’ plan of reorganization;
f)
assisting in preparing the Debtors’ disclosure statement and any related
documents and pleadings necessary to solicit votes on the Debtors’ plan of
reorganization;
g)
prosecuting on behalf of the Debtors the proposed plan and seeking
approval of all transactions contemplated therein and in any amendments
thereto;
h)
performing other necessary or desirable legal services in connection with
these chapter 11 cases; and
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in addition to those services set forth in paragraphs 9(a) through 9(h),
RL&F may perform all other services assigned by the Debtors, in
consultation with O’Melveny & Myers LLP (“OMM”), to RL&F as cocounsel to the Debtors. To the extent RL&F determines that such services
fall outside of the scope of services historically or generally performed by
RL&F as co-counsel in a bankruptcy case, RL&F will file a supplemental
declaration.
BASIS FOR RELIEF REQUESTED
8.
Under section 327(a) of the Bankruptcy Code, a debtor in possession
“with the court’s approval, may employ one or more attorneys . . . that do not hold or represent
an interest adverse to the estate, and that are disinterested persons, to represent or assist the
[debtor in possession] in carrying out [its] duties under this title.” 11 U.S.C. § 327(a). Such
employment may be based “on any reasonable terms and conditions of employment, including
on a retainer, on an hourly basis, on a fixed percentage fee basis, or on a contingent fee basis.”
11 U.S.C § 328(a).
9.
The Debtors believe that RL&F is well qualified to represent them in their
chapter 11 cases in an efficient and timely manner. The Debtors have selected RL&F as their cocounsel because of the firm’s extensive experience and knowledge in the field of debtors’ and
creditors’ rights, business reorganizations and liquidations under chapter 11 of the Bankruptcy
Code, its expertise, experience and knowledge in practicing before this Court, its proximity to
the Court and its ability to respond quickly to emergency hearings and other emergency matters.
RL&F’s services will enable the Debtors to execute faithfully their duties as debtors in
possession.
10.
To that end, RL&F has stated its desire and willingness to act in these
chapter 11 cases and to render the necessary professional services as co-counsel to the Debtors.
11.
By separate applications, the Debtors are also seeking to employ
(i) O’Melveny & Myers LLP, as bankruptcy co-counsel to the Debtors; (ii) Paul, Weiss, Rifkind,
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Wharton & Garrison LLP, as special corporate and transactions counsel to the Debtors;
(iii) Prime Clerk LLC, as claims and noticing agent and administrative agent to the Debtors; (iv)
PJT Partners L.P., as investment banker to the Debtors; (v) Alvarez and Marsal North America,
LLC, as financial advisor to the Debtors; (vi) Latham & Watkins LLP, as special conflicts
counsel to Debtors NewPage Investment Company, LLC, NewPage Corporation, New Page
Consolidated Papers Inc., Escanaba Paper Company, Luke Paper Company, Rumford Paper
Company, Wickliffe Paper Company LLC, NewPage Wisconsin System Inc., Upland Resources,
Inc., NewPage Energy Services LLC, and Chillicothe Paper Inc.; (vii) Quinn Emanuel Urquhart
& Sullivan, LLP, as special conflicts counsel to Debtors Verso Paper Holdings LLC, Verso
Paper Finance Holdings LLC, Verso Paper Inc., Verso Paper LLC, nexTier Solutions
Corporation, Verso Androscoggin LLC, Verso Quinnesec REP Holding Inc., Verso Maine
Energy LLC, Verso Quinnesec LLC, Bucksport Leasing LLC, Verso Sartell LLC, Verso Fiber
Farm LLC, and NewPage Holdings Inc.; and (viii) potentially other parties upon the review of
the Debtors’ needs.
The Debtors have discussed a division of responsibilities with these
professionals and intend to monitor carefully these and any other retained legal professionals to
insure a clear delineation of their respective duties and roles so as to prevent duplication of
effort. The Debtors recognize that efficient coordination of efforts among the Debtors’ legal
professionals, and between such legal professionals and their other professionals, will greatly add
to the effective administration of these chapter 11 cases.
PROFESSIONAL COMPENSATION
A.
Professional Fees
12.
RL&F intends to apply to the Court for allowance of compensation and
reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. Subject to those
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provisions, the Debtors propose to pay RL&F its customary hourly rates in effect from time to
time as set forth in the Collins Affidavit. The Debtors submit that these rates are reasonable.
13.
RL&F’s current hourly rates for matters related to these chapter 11 cases
are expected to be within the following ranges:
Position
Partners
Counsel
Associates
Paraprofessionals
14.
Range of Hourly Rates
$610 to $850 an hour
$535 to $550 an hour
$295 to $510 an hour
$240 an hour
The principal professionals and paraprofessionals designated to represent
the Debtors and their current standard hourly rates are as follows:
a)
Mark D. Collins
$850 per hour
b)
Michael J. Merchant
$650 per hour
c)
Amanda R. Steele
$465 per hour
d)
Brett M. Haywood
$295 per hour
e)
Rebecca V. Speaker
$240 per hour
15.
RL&F’s hourly rates are set at a level designed to compensate RL&F
fairly for the work of its attorneys and paralegals and to cover fixed and routine expenses.
Hourly rates vary with the experience and seniority of the individuals assigned. These hourly
rates are subject to periodic adjustments to reflect economic and other conditions (which
adjustments will be reflected in the first RL&F fee application following such adjustments) and
are consistent with the rates charged elsewhere.
16.
Other than the periodic adjustments described above, RL&F’s hourly rates
and financial terms for the services performed prior to the petition date are identical to the hourly
rates and financial terms of the postpetition engagement proposed herein.
The Debtors
understand that these hourly rates are consistent with the rates that RL&F charges other
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comparable chapter 11 clients, regardless of the location of the chapter 11 case, and are not
significantly different from the rates that RL&F charges in non-bankruptcy representations.
Notwithstanding the consistent hourly rates, RL&F as a practice reviews all time charges and
makes adjustments as necessary to correct any inefficiencies that may appear before billing.
17.
The Debtors and RL&F shortly intend to develop a prospective budget and
staffing plan in a reasonable effort to comply with the U.S. Trustee’s requests for information
and additional disclosures.
18.
Prior to the Petition Date, the Debtors paid RL&F a total retainer of
$275,000 (the “Retainer”) in connection with and in contemplation of these chapter 11 cases.
To the extent any amount of the Retainer was not expended for prepetition services and
disbursements, the Debtors propose that such amounts be treated as an evergreen retainer to be
held by RL&F as security throughout these chapter 11 cases until RL&F’s fees and expenses are
awarded by final order and payable to RL&F.
19.
Other than as set forth in the Collins Affidavit, no arrangement is
proposed between the Debtors and RL&F for compensation to be paid in these chapter 11 cases.
RL&F has informed the Debtors that, except for sharing arrangements among the partners of
RL&F, it has no agreement with any other entity to share any compensation received, nor will
any be made, except as permitted under section 504(b)(1) of the Bankruptcy Code.
B.
Expenses
20.
It is RL&F’s policy to charge its clients in all areas of practice for all other
expenses incurred in connection with the client’s case. The expenses charged to clients include,
among other things, long-distance telephone charges, regular mail and express mail charges,
special or hand delivery charges, document processing charges, printing/photocopying charges,
travel expenses, expenses for “working meals,” computerized research charges and transcription
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costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. RL&F
will charge the Debtors for these expenses in a manner and at rates consistent with charges made
generally to RL&F’s other clients or as previously fixed by this Court. RL&F believes that it is
fair to charge these expenses to the clients incurring them instead of increasing hourly rates and
spreading these expenses among all clients.
DISINTERESTEDNESS
21.
To the best of the Debtors’ knowledge and as disclosed herein and in the
Collins Affidavit: (a) RL&F is a “disinterested person” under section 101(14) of the Bankruptcy
Code; (b) RL&F does not hold or represent an interest adverse to the Debtors’ estates; and
(c) RL&F’s directors and associates have no connection to the Debtors, their creditors or their
related parties except as may be disclosed in the Collins Affidavit.
RULE 5002
22.
As set forth in the Collins Affidavit, no director or associate of RL&F is a
relative of, or has been so connected with, any United States Bankruptcy Judge for the District of
Delaware, any of the District Court Judges for the District of Delaware who handle bankruptcy
cases, the United States Trustee for Region 3, the Assistant United States Trustee for the District
of Delaware, the attorney for the United States Trustee assigned to these chapter 11 cases or any
other employee of the Office of the United States Trustee. Accordingly, the appointment of
RL&F is not prohibited by Bankruptcy Rule 5002.
NOTICE
23.
The Debtors will provide notice of this Application on the date hereof via
U.S. first class mail to: (i) the Office of the United States Trustee for the District of Delaware;
(ii) the holders of the 30 largest unsecured claims against the Debtors on a consolidated basis;
(iii) Ropes & Gray LLP as counsel to the Steering Committee of NewPage Term Loans;
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(iv) Milbank, Tweed, Hadley & McCloy LLP as counsel to the Informal Committee of Holders
of Verso First Lien Debt; (v) Sidley Austin LLP as counsel to Credit Suisse AG as administrative
agent and collateral agent under the Debtors’ prepetition cash flow revolving facility; (vi) all
agents and trustees under the Debtors’ prepetition debt instruments; (vii) Skadden, Arps, Slate,
Meagher & Flom LLP as counsel to Barclays Bank PLC as administrative agent and collateral
agent under the Debtors’ proposed postpetition secured debtor-in-possession financing;
(viii) Davis Polk & Wardwell LLP as counsel to Citibank, N.A. as administrative agent and
collateral agent under the Debtors’ proposed postpetition secured debtor-in-possession financing;
(ix) the Internal Revenue Service; (x) the Securities and Exchange Commission; (xi) the Pension
Benefit Guaranty Corporation; and (xii) any party that has requested notice under Bankruptcy
Rule 2002(i). A copy of the motion is also available on the Debtors’ case website at
https://cases.primeclerk.com/verso.
NO PRIOR APPLICATION
29.
The Debtors have not made any prior application for the relief sought
herein to this Court or any other.
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WHEREFORE, the Debtors respectfully request that the Court grant the relief
requested herein and such other and further relief as it deems just and proper.
Dated: February 3, 2016
Memphis, Tennessee
/s/ Peter H. Kesser
Peter H. Kesser
Senior Vice President, General Counsel
and Secretary
Verso Corporation, et al.
10
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------------x
In re:
VERSO CORPORATION, et al.,1
Debtors.
:
:
:
:
:
:
:
:
Chapter 11
Case No. 16-10163 (KG)
Jointly Administered
Objection Deadline: 2/17/16 at 4:00 p.m. (EST)
Hearing Date: 2/24/16 at 12:00 p.m. (EST)
-------------------------------------------------------------x
NOTICE OF APPLICATION AND HEARING
PLEASE TAKE NOTICE that, on February 3, 2016, Verso Corporation (“Verso”) and its
affiliated debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’
Application for Entry of an Order Authorizing the Retention and Employment of Richards, Layton
& Finger, P.A. as Co-Counsel to the Debtors, Nunc Pro Tunc to the Petition Date (the
“Application”) with the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”).
PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application
must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are
Verso Corporation (7389); Verso Paper Finance Holdings One LLC (7854); Verso Paper Finance Holdings LLC
(7395); Verso Paper Holdings LLC (7634); Verso Paper Finance Holdings Inc. (7851); Verso Paper Inc. (7640); Verso
Paper LLC (7399); nexTier Solutions Corporation (1108); Verso Androscoggin LLC (7400); Verso Quinnesec REP
Holding Inc. (2864); Verso Maine Energy LLC (7446); Verso Quinnesec LLC (7404); Bucksport Leasing LLC
(5464); Verso Sartell LLC (7406); Verso Fiber Farm LLC (7398); NewPage Holdings Inc. (5118); NewPage
Investment Company LLC (5118); NewPage Corporation (6156); NewPage Consolidated Papers Inc. (8330);
Escanaba Paper Company (5598); Luke Paper Company (6265); Rumford Paper Company (0427); Wickliffe Paper
Company LLC (8293); Upland Resources, Inc. (2996); NewPage Energy Services LLC (1838); Chillicothe Paper Inc.
(6154); and NewPage Wisconsin System Inc. (3332). The address of the Debtors’ corporate headquarters is 6775
Lenox Center Court, Suite 400, Memphis, Tennessee 38115-4436.
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Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned counsel for
the Debtors on or before February 17, 2016 at 4:00 p.m. (ET).
PLEASE TAKE FURTHER NOTICE that if any objections to the Application are
received, the Application and such objections shall be considered at a hearing before The
Honorable Kevin Gross, United States Bankruptcy Judge for the District of Delaware, at the
Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 3, Wilmington, Delaware 19801
at 12:00 p.m. (ET) on February 24, 2016.
PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE
APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE
WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF
REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
2
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February 3, 2016
Wilmington, Delaware
/s/ Amanda R. Steele
RICHARDS, LAYTON & FINGER, P.A.
Mark D. Collins (No. 2981)
Michael J. Merchant (No. 3854)
Amanda R. Steele (No. 5530)
Brett M. Haywood (No. 6166)
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
- and O’MELVENY & MYERS LLP
George A. Davis (admitted pro hac vice)
Peter Friedman (admitted pro hac vice)
Andrew M. Parlen (admitted pro hac vice)
Diana M. Perez (admitted pro hac vice)
Times Square Tower
Seven Times Square
New York, New York 10036
Telephone: (212) 326-2000
Facsimile: (212) 326-2061
Proposed Attorneys for the
Debtors and Debtors in Possession
3
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EXHIBIT A
Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------------x
:
:
:
VERSO CORPORATION, et al.,1
:
:
Debtors.
:
:
-------------------------------------------------------------x
In re:
Chapter 11
Case No. 16-10163 (KG)
Jointly Administered
Re: Docket No. __
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF
RICHARDS, LAYTON & FINGER, P.A. AS CO-COUNSEL TO THE DEBTORS,
NUNC PRO TUNC TO THE PETITION DATE
Upon the Debtors’ application (the “Application”)2 for entry of an order
authorizing the Debtors to retain Richards, Layton & Finger, P.A. (“RL&F”) as their bankruptcy
co-counsel in their chapter 11 cases nunc pro tunc to the Petition Date, all as more fully
described in the Application; and the Court having jurisdiction to consider the Application and
the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334; and consideration of
the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C.
§ 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and
due and proper notice of the Application having been provided under the circumstances; and it
appearing that no other or further notice need be provided; and, if necessary, a hearing having
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are
Verso Corporation (7389); Verso Paper Finance Holdings One LLC (7854); Verso Paper Finance Holdings LLC
(7395); Verso Paper Holdings LLC (7634); Verso Paper Finance Holdings Inc. (7851); Verso Paper Inc. (7640);
Verso Paper LLC (7399); nexTier Solutions Corporation (1108); Verso Androscoggin LLC (7400); Verso
Quinnesec REP Holding Inc. (2864); Verso Maine Energy LLC (7446); Verso Quinnesec LLC (7404); Bucksport
Leasing LLC (5464); Verso Sartell LLC (7406); Verso Fiber Farm LLC (7398); NewPage Holdings Inc. (5118);
NewPage Investment Company LLC (5118); NewPage Corporation (6156); NewPage Consolidated Papers Inc.
(8330); Escanaba Paper Company (5598); Luke Paper Company (6265); Rumford Paper Company (0427); Wickliffe
Paper Company LLC (8293); Upland Resources, Inc. (2996); NewPage Energy Services LLC (1838); Chillicothe
Paper Inc. (6154); and NewPage Wisconsin System Inc. (3332). The address of the Debtors’ corporate headquarters
is 6775 Lenox Center Court, Suite 400, Memphis, Tennessee 38115-4436.
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.
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been held to consider the relief requested in the Application (the “Hearing”); and due and proper
notice of the Hearing having been provided; and the appearances of all interested parties having
been noted in the record of the Hearing; and upon the record of the Hearing, if any, and all of the
proceedings had before the Court; and upon the Collins Affidavit attached to the Application as
Exhibit B and the Kesser Declaration attached to the Application as Exhibit C; and the Court
having found that RL&F is a “disinterested person” as such term is defined under
section 101(14), as supplemented by section 1107(b) of the Bankruptcy Code; and the Court
having found and determined that the relief sought in the Application is in the best interests of
the Debtors, their estates and creditors, and all parties in interest and that the legal and factual
bases set forth in the Application establish just cause for the relief granted herein; and after due
deliberation and sufficient cause appearing therefor, it is hereby ORDERED THAT:
1.
The Application is granted to the extent set forth herein.
2.
Pursuant to sections 327(a), 328 and 330 of the Bankruptcy Code, the
Debtors are authorized to retain and employ RL&F as co-counsel to the Debtors in these chapter
11 cases, effective nunc pro tunc to the Petition Date, in accordance with the terms and
conditions set forth in the Application.
3.
RL&F is authorized to provide the Debtors with the professional services
as described in the Application. Specifically, but without limitation, RL&F is authorized to
render the following legal services:
a)
advising the Debtors of their rights, powers and duties as debtors and
debtors in possession under chapter 11 of the Bankruptcy Code;
b)
taking action to protect and preserve the Debtors’ estates, including the
prosecution of actions on the Debtors’ behalf, the defense of actions
commenced against the Debtors in these chapter 11 cases, the negotiation
of disputes in which the Debtors are involved and the preparation of
objections to claims filed against the Debtors;
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c)
assisting in preparing on behalf of the Debtors all motions, applications,
answers, orders, reports and papers in connection with the administration
of the Debtors’ estates;
d)
assisting the Debtors with the sale of any of their assets pursuant to section
363 of the Bankruptcy Code;
e)
assisting in preparing the Debtors’ plan of reorganization;
f)
assisting in preparing the Debtors’ disclosure statement and any related
documents and pleadings necessary to solicit votes on the Debtors’ plan of
reorganization;
g)
prosecuting on behalf of the Debtors the proposed plan and seeking
approval of all transactions contemplated therein and in any amendments
thereto;
h)
performing other necessary or desirable legal services in connection with
these chapter 11 cases; and
i)
in addition to those services set forth in paragraphs 3(a) through 3(h),
RL&F may perform all other services assigned by the Debtors, in
consultation with O’Melveny & Myers LLP, to RL&F as co-counsel to the
Debtors. To the extent RL&F determines that such services fall outside of
the scope of services historically or generally performed by RL&F as cocounsel in a bankruptcy case, RL&F will file a supplemental declaration.
4.
Notwithstanding anything in the Engagement Letter to the contrary, for
the avoidance of doubt, the Bankruptcy Court shall have jurisdiction over any and all matters
arising under or in connection with RL&F’s engagement by the Debtors and the Engagement
Letter.
5.
RL&F shall apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in
compliance with section 330 of the Bankruptcy Code and applicable provisions of the
Bankruptcy Rules, Local Rules and any other applicable procedures and orders of the Court.
RL&F also intends to make a reasonable effort to comply with the U.S. Trustee’s requests for
information and additional disclosures as set forth in the Guidelines for Reviewing Applications
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for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in
Larger Chapter 11 Cases Effective as of November 1, 2013, in connection with the Application
and any interim fee application(s) and final fee application(s) to be filed by RL&F in these
chapter 11 cases.
6.
Notice of the Application as provided therein is deemed to be good and
sufficient notice of such Application, and the requirements of the Local Rules are satisfied by the
contents of the Application.
7.
RL&F shall first apply its retainer to all prepetition invoices and,
thereafter, RL&F shall hold any remaining retainer balance.
8.
In the event of any inconsistency between the Application, the Collins
Affidavit, the Kesser Declaration, and this Order, the terms of this Order shall govern.
9.
The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
10.
The Debtors and RLF are authorized and empowered to take all actions
necessary or appropriate to effectuate the relief granted pursuant to this Order in accordance with
the Application.
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The Court shall retain jurisdiction to hear and determine all matters arising
from or related to the implementation, interpretation and/or enforcement of this Order.
Dated: ______________, 2016
Wilmington, Delaware
THE HONORABLE KEVIN GROSS
UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT B
Collins Affidavit
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------------x
:
:
:
VERSO CORPORATION, et al.,1
:
:
Debtors.
:
:
-------------------------------------------------------------x
In re:
Chapter 11
Case No. 16-10163 (KG)
Jointly Administered
AFFIDAVIT OF MARK D. COLLINS IN SUPPORT OF THE DEBTORS’
APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION
AND EMPLOYMENT OF RICHARDS, LAYTON & FINGER, P.A. AS
CO-COUNSEL TO THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE
STATE OF DELAWARE
COUNTY OF NEW CASTLE
)
) SS:
)
Mark D. Collins, being first duly sworn to oath, deposes and says:
1.
I am an attorney admitted to practice in the State of Delaware and before
this Court, and a director of the firm of Richards, Layton & Finger, P.A. (“RL&F”). RL&F is a
Delaware law firm with offices at One Rodney Square, 920 North King Street, Wilmington,
Delaware 19801.
2.
I submit this affidavit in support of the Application (the “Application”) of
the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of
an order approving the retention and employment of RL&F as their co-counsel in the Debtors’
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are
Verso Corporation (7389); Verso Paper Finance Holdings One LLC (7854); Verso Paper Finance Holdings LLC
(7395); Verso Paper Holdings LLC (7634); Verso Paper Finance Holdings Inc. (7851); Verso Paper Inc. (7640);
Verso Paper LLC (7399); nexTier Solutions Corporation (1108); Verso Androscoggin LLC (7400); Verso
Quinnesec REP Holding Inc. (2864); Verso Maine Energy LLC (7446); Verso Quinnesec LLC (7404); Bucksport
Leasing LLC (5464); Verso Sartell LLC (7406); Verso Fiber Farm LLC (7398); NewPage Holdings Inc. (5118);
NewPage Investment Company LLC (5118); NewPage Corporation (6156); NewPage Consolidated Papers Inc.
(8330); Escanaba Paper Company (5598); Luke Paper Company (6265); Rumford Paper Company (0427); Wickliffe
Paper Company LLC (8293); Upland Resources, Inc. (2996); NewPage Energy Services LLC (1838); Chillicothe
Paper Inc. (6154); and NewPage Wisconsin System Inc. (3332). The address of the Debtors’ corporate headquarters
is 6775 Lenox Center Court, Suite 400, Memphis, Tennessee 38115-4436.
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chapter 11 cases, in compliance with and to provide disclosure pursuant to sections 329 and 504
of title 11 of the United States Code (the “Bankruptcy Code”), rules 2014(a) and 2016(b) of the
Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and rules 2014-1 and 2016-1
of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court
for the District of Delaware (the “Local Rules”). Unless otherwise stated in this affidavit, I have
personal knowledge of the facts hereinafter set forth.
To the extent that any information
disclosed herein requires amendment or modification upon RL&F’s completion of further
analysis, or as additional creditor information becomes available to it, a supplemental affidavit
will be submitted to the Court.
3.
The Debtors have chosen O’Melveny and Myers LLP (“OMM”) to serve
as lead counsel to the Debtors. RL&F has and will continue to work closely with OMM to
prevent any duplication of efforts in the course of advising the Debtors. RL&F is willing and
able to act in the Debtors’ cases and render the necessary professional services as co-counsel to
the Debtors on the terms described herein, and to subject itself to the jurisdiction of the Court.
4.
More specifically, RL&F will (i) provide Delaware law expertise to the
Debtors, including advising the Debtors and OMM on issues of local practice and the Local
Rules; (ii) communicate with the Court and the Office of the United States Trustee for the
District of Delaware with respect to the Debtors’ filings and the chapter 11 cases; (iii) draft,
review, comment on and coordinate the filing of various documents and pleadings in the chapter
11 cases; and (iv) appear in Court on behalf of the Debtors. Furthermore, RL&F will serve as
lead counsel to the Debtors with respect to matters or parties as to which OMM has a conflict
and determines that it cannot (or should not) represent the Debtors (in such instances in which
RL&F does not similarly have a conflict).
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Subject to approval of this Court and in compliance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, RL&F intends to
apply for compensation for professional services rendered in connection with the Debtors’
chapter 11 cases, plus reimbursement of actual, necessary expenses and other charges incurred
by RL&F during the Debtors’ chapter 11 cases.
6.
RL&F’s current hourly rates for matters related to these chapter 11 cases
are expected to be within the following ranges:
Position
Partners
Counsel
Associates
Paraprofessionals
30.
Range of Hourly Rates
$610 to $850 an hour
$535 to $550 an hour
$295 to $510 an hour
$240 an hour
The principal professionals and paraprofessionals designated to represent
the Debtors and their current standard hourly rates are as follows:
a)
Mark D. Collins
$850 per hour
b)
Michael J. Merchant
$650 per hour
c)
Amanda R. Steele
$465 per hour
d)
Brett M. Haywood
$295 per hour
e)
Rebecca V. Speaker
$240 per hour
7.
RL&F’s hourly rates are set at a level designed to compensate RL&F
fairly for the work of its attorneys and paralegals and to cover fixed and routine expenses.
Hourly rates vary with the experience and seniority of the individuals assigned. These hourly
rates are subject to periodic adjustments to reflect economic and other conditions (which
adjustments will be reflected in the first RL&F fee application following such adjustments) and
are consistent with the rates charged elsewhere. Other than these potential periodic adjustments,
RL&F does not expect any changes during the pendency of these chapter 11 cases.
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RL&F represented the Debtors in the three (3) months prior to the Petition
Date (i.e., since October 2015). Other than the periodic adjustments described above, RL&F’s
hourly rates and financial terms for the services performed prior to the Petition Date are identical
to the hourly rates and financial terms of the postpetition engagement proposed herein. These
hourly rates are consistent with the rates that RL&F charges other comparable chapter 11 clients
and are not significantly different from the rates that RL&F charges in non-bankruptcy
representations. None of RL&F’s professionals included in this engagement have varied their
rate based on the geographic location of the chapter 11 cases. Notwithstanding the consistent
hourly rates, RL&F as a practice reviews all time charges and makes adjustments as necessary to
correct any inefficiencies that may appear before billing.
9.
As described in the Kesser Declaration, the Debtors have reviewed and
approved RL&F’s standard rate structure and believe that it is appropriate and is not significantly
different from (a) the rates that RL&F charges for other non-bankruptcy representations or
(b) the rates of other comparably skilled professionals. RL&F and the Debtors have not agreed
to any variations from, or alternatives to, RL&F’s standard or customary billing arrangements for
this engagement, other than the understanding that RL&F will review all time charges and make
adjustments as necessary to correct any inefficiencies.
10.
RL&F intends to provide the Debtors with a prospective budget and
staffing plan for approval shortly.
11.
It is RL&F’s policy to charge its clients in all areas of practice for all other
expenses incurred in connection with the client’s case. The expenses charged to clients include,
among other things, long-distance telephone charges, regular mail and express mail charges,
special or hand delivery charges, document processing charges, printing/photocopying charges,
travel expenses, expenses for “working meals,” computerized research charges, transcription
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costs as well as non-ordinary overhead expenses such as secretarial and other overtime. RL&F
will charge the Debtors for these expenses in a manner and at rates consistent with charges made
generally to RL&F’s other clients or as previously fixed by this Court. RL&F believes that it is
fairer to charge these expenses to the clients incurring them instead of increasing hourly rates
and spreading these expenses among all clients.
12.
With the exception of those entities listed on Exhibit 1 and Exhibit 2,
neither I, RL&F, nor any director or associate of RL&F, insofar as I have been able to ascertain,
has in the past represented the Debtors’ largest creditors, any significant beneficiaries of the
Debtors (holding 5% or more of the beneficial interests in the Debtors) or any Potential Party in
Interest (as defined below). In preparing this affidavit, we used a set of procedures established
by RL&F to insure compliance with the requirements of the Bankruptcy Code and the
Bankruptcy Rules regarding retention of professionals by a debtor or official committee under
the Bankruptcy Code. In that regard, RL&F requested and obtained from the Debtors a list of
the names of entities who may be parties in interest in these chapter 11 cases, including but not
limited to, the Debtors’ secured creditors, the Debtors’ largest unsecured creditors, significant
contract counterparties, parties to litigation with the Debtors, present officers and directors and
parties holding equity interests in the Debtors (the “Potential Parties in Interest”). A true and
correct copy of the list of Potential Parties in Interest is attached hereto as Exhibit 3.
13.
RL&F maintains and systematically updates its conflict check system in
the regular course of its business and it is the regular practice of RL&F to make and maintain
these records. The conflict system maintained by RL&F is designed to include (i) every active
matter on which RL&F is engaged, (ii) every closed matter on which RL&F has been engaged
since 1990, (iii) the entity by which it is now or has been engaged, (iv) the identity of related
parties, (v) the identity of adverse parties and (vi) the attorney at RL&F that is knowledgeable
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about the matter. It is the policy of RL&F that no new matter may be accepted or opened within
the firm without completing and submitting to those charged with maintaining the conflict check
system the information necessary to check each such matter for conflicts, including the identity
of the prospective client, the matter and the related and adverse parties. Accordingly, the
database is updated for every new matter undertaken by RL&F. The scope of the system is a
function of the completeness and accuracy of the information submitted by the attorney opening
a new matter.
14.
RL&F has in the past represented, currently represents and/or may in the
future represent, in matters wholly unrelated to the Debtors’ chapter 11 cases, certain Potential
Parties in Interest (including, without limitation, those entities set forth on Exhibit 1 attached
hereto who are current clients or are related-parties thereof, and those entities or related-parties
thereof set forth on Exhibit 2 attached hereto who have been represented by RL&F within the
last five (5) years). I do not believe that any single matter is a major engagement that would
involve either the billing of fees in excess of one half of one percent (.5%) of RL&F’s annual
fees billed, or that, in the aggregate for any related group of entities, exceeds one percent (1%) of
RL&F’s annual fees billed.
15.
RL&F has in the past been retained to provide Delaware corporate advice
to Verso Corporation and certain of its affiliated entities. In this regard, RL&F was retained by
Verso Corporation on a limited basis to provide Delaware corporate advice in connection with
the January 2015 merger between the Verso and NewPage entities. RL&F billed 8.3 hours to
the matter and the matter was closed on February 19, 2015. The aggregate fees billed by RL&F
to the matter were $5,738.50.
16.
I do not believe there is any connection or interest (as such terms are used
in section 101(14) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) between RL&F and
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(i) the United States Trustee or any person employed by the Office of the United States Trustee
or (ii) any counsel, accountants, financial consultants and investment bankers who represent or
may represent claimants or other parties in interest in the Debtors’ chapter 11 cases, except as
otherwise described herein.
In addition, as part of its practice, RL&F appears in cases,
proceedings and transactions involving many different attorneys, counsel, accountants, financial
consultants, and investment bankers, some of which now or may in the future represent claimants
and parties in interest in the Debtors’ chapter 11 cases. RL&F has not represented and will not
represent any such entities in relation to the Debtors and their chapter 11 cases, nor does RL&F
have any relationship with any such entities that would be adverse to the Debtors or their estates
in the matters upon which RL&F is to be employed in these cases.
17.
Prior to the Petition Date, RL&F rendered legal services to the Debtors in
connection with and in contemplation of the Debtors’ chapter 11 filings. RL&F received three
wire transfers in the aggregate amount of $275,000.00 (the “Retainer”) to cover fees and
expenses actually incurred, as well as anticipated to occur, prior to the commencement of the
bankruptcy case. Prior to the Petition Date, RL&F drew down the Retainer for work performed
and expenses incurred pursuant to RL&F’s representation of the Debtors.
An accounting
summary of payments made to RL&F and estimated amounts incurred by RL&F is attached
hereto as Exhibit 4. To the extent any amount of the Retainer has not been expended for
prepetition services and disbursements, the Debtors propose that RL&F hold the balance of the
Retainer as an evergreen retainer in the chapter 11 cases as discussed in the Application.
18.
Except as set forth herein, and based upon the information available to me,
neither I, RL&F, nor any director or associate thereof, insofar as I have been able to ascertain,
holds or represents any interest adverse to the Debtors or their estates in the matters upon which
RL&F is to be employed in these cases. Based upon the information available to me, I believe
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Exhibit 11 - Current Clients2
Debtors and Affiliated Entities
Androscoggin Reservoir Company
Bucksport Leasing LLC
Chillicothe Paper Inc.
Consolidated Water Power Company
Escanaba Paper Company
Gulf Island Pond Oxygenation Project
Luke Paper Company
Newpage Consolidated Papers Inc.
Newpage Corporation
Newpage Energy Services LLC
Newpage Holdings Inc
Newpage Investment Company LLC
Newpage Wisconsin System Inc
nexTier Solutions Corporation
One LLC Verso Paper Finance Holdings LLC
Rumford Paper Company
Upland Resources, Inc.
Verso Androscoggin LLC
Verso Androscoggin Power LLC
Verso Bucksport LLC
Verso Corporation
Verso Fiber Farm LLC
Verso Maine Energy LLC
Verso Maine Power Holdings LLC
Verso Paper Finance Holdings
Verso Paper Finance Holdings Inc
Verso Paper Holdings LLC
Verso Paper Inc
Verso Paper LLC
Verso Quinnesec LLC
Verso Quinnesec REP Holdings Inc.
Verso Quinnesec REP LLC
Verso Sartell LLC
Wickliffe Paper Company LLC
Restructuring Professionals
Deloitte and certain affiliates thereof
Houlihan Lokey
Milbank, Tweed, Hadley & McCloy LLP
O’Melveny & Myers LLP
Paul Weiss Rifkind Wharton & Garrison LLP
Davis Polk & Wardwell LLP
1
Parties that are both current clients and former clients of RL&F are only listed on Exhibit 1—Current Clients.
2
Due to the similarity of names of certain entities, RL&F was not able to determine if all entities listed herein are
actually affiliates of current clients. However, out of an abundance of caution, RL&F has listed those entities which
it reasonably believes may be affiliates of current clients.
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Akin Gump Strauss Hauer & Feld LLP
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Equity Holders
Apollo Management Holdings LP and certain affiliates thereof
Certain affiliates of Verso Paper Management LP
Secured Lenders
Aberdeen Asset Management- Fund Manager and certain affiliates thereof
Certain affiliates of AIG/Sun America Asset Mgmt.
Bank of America and certain affiliates thereof
Certain affiliates of Candlewood Investment Group, L.P.
Barclays Bank PLC and certain affiliates thereof
Bluebay Asset management - FM and certain affiliates thereof
BMO Harris Bank NA and certain affiliates thereof
Canyon Partners
Certain affiliates of Centerbridge Group - FM
Citibank and certain affiliates thereof
Certain affiliates of Citibank International
City National Bank and certain affiliates thereof
Credit Suisse and certain affiliates thereof
Credit Suisse AG and certain affiliates thereof
Credit Suisse, Cayman Islands Branch-FD Manager and certain affiliates thereof
Deutsche Bank and certain affiliates thereof
Goldman Sachs Asset Management and certain affiliates thereof
Goldman Sachs Bank USA and certain affiliates thereof
Goldman Sachs and certain affiliates thereof
Certain affiliates of Hudson Bay Capital Management L.P.-FM
Certain affiliates of Invesco Management & Research
JP Morgan Chase and certain affiliates thereof
Certain affiliates of Levine Leichtman Capital
Certain affiliates of LLCP Advisors LLC-FM
Marathon Asset Management and certain affiliates thereof
Monarch Capital
Morgan Stanley Broker/Dealer and certain affiliates thereof
Certain affiliates of Nationwide Life Insurance Company-FD MGR
Certain affiliates of Nomura Corporate Research and Asset Management - FM
Oaktree Capital Management LP and certain affiliates thereof
Octagon Credit Investors, LLC and certain affiliates thereof
PNC Bank and certain affiliates thereof
Principal Financial Group-FM and certain affiliates thereof
Certain affiliates of Principal Global Investors
Certain affiliates of Principal Mutual Life Ins.
Certain affiliates of Redwood Capital Management, Inc.
SunTrust Bank and certain affiliates thereof
Certain affiliates of UBS AG, Stamford Branch
UBS O’Connor and certain affiliates thereof
Certain affiliates of Voya Investment Mgmt. (fka) Ing Inv. Mgmt.
Wells Fargo and certain affiliates thereof
Wells Fargo - Broker and certain affiliates thereof
Wells Fargo Bank, NA and certain affiliates thereof
2
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Western Asset Management Company
Wilmington Trust, National Association and certain affiliates thereof
Wilmington Trust Company and certain affiliates thereof
Noteholders
Aberdeen Asset Management, Inc. (U.S.) and certain affiliates thereof
Certain affiliates of Advent Capital Management, LLC
Certain affiliates of AllianceBernstein, L.P. (U.S.)
Certain affiliates of APG Asset Management US, Inc.
Apollo Capital Management, L.P. and certain affiliates thereof
Ares Management, LLC and certain affiliates thereof
Ares Management, LLC (Asset Management) and certain affiliates thereof
Certain affiliates of Bank of America Merrill Lynch Proprietary Trading
Barclays Bank PLC and certain affiliates thereof
Certain affiliates of Candlewood Investment Group-FM
BlackRock Advisors, LLC and certain affiliates thereof
Citigroup Global Markets, Inc. (U.S.) and certain affiliates thereof
Certain affiliates of Compass Global Investments, LLC
Deutsche Bank Securities, Inc. and certain affiliates thereof
Certain affiliates of Fidelity Management & Research Company
Hudson Bay Capital Management, L.P. and certain affiliates thereof
Certain affiliates of INVESCO Senior Secured Management, Inc.
Certain affiliates of J.P. Morgan Securities, LLC
KKR Asset Management, LLC and certain affiliates thereof
Certain affiliates of Magnetar Financial, LLC
Morgan Stanley & Company, LLC
Certain affiliates of Nomura Corporate Research and Asset Management, Inc. (U.S.)
Northern Trust Investments, Inc. and certain affiliates thereof
Certain affiliates of Nuveen Asset Management, LLC
Certain affiliates of Oaktree Capital Management, L.P.
OppenheimerFunds, Inc. and certain affiliates thereof
Certain affiliates of Phoenix Investment Adviser LLC
PIMCO - Pacific Investment Management Company and certain affiliates thereof
Certain affiliates of Pine River Capital Management, L.P.
Certain affiliates of Principal Global Investors, LLC
RBC Capital Management LLC and certain affiliates thereof
Certain affiliates of RBS Securities, Inc.
Certain affiliates of State Street Global Advisors (SSgA)
Western Asset Management Company
UCC Lien Holders
General Electric Capital Corporation and certain affiliates thereof
Certain affiliates of IBM Credit LLC
Union Bank and certain affiliates thereof
Certain affiliates of Deere Credit, Inc.
Certain affiliates of Cit Finance LLC
Surety Bond / LC
AIG and certain affiliates thereof
One Beacon and certain affiliates thereof
Certain affiliates of Sentry
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Travelers and certain affiliates thereof
Customers
Proctor & Gamble and certain affiliates thereof
Competitors
Domtar Corporation Company and certain affiliates thereof
Evergreen Packaging and certain affiliates thereof
Trade Vendors
Accenture LLP
Certain affiliates of Aon Hewitt
Burlington Northern Santa Fe Corp.
The Chemours Company TT LLC and certain affiliates thereof
CSX Transportation Inc. and certain affiliates thereof
Certain affiliates of Deloitte & Touche LLP
GE Co and certain affiliates thereof
General Electric International Inc. and certain affiliates thereof
Certain affiliates of Nalco Co.
Certain affiliates of ONDEO Nalco
Certain affiliates of Shell Energy North America LP
Litigation
Certain affiliates of Alstom Power Inc.
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Exhibit 2-Former Clients
Secured Lenders
Certain affiliates of AIG/Sun America Asset Mgmt.
Citibank International and certain affiliates thereof
Goodwin Capital/Phoenix Investments and certain affiliates thereof
Huntington National Bank and certain affiliates thereof
Certain affiliates of Invesco Management & Research
Certain affiliates of LCM Asset Management - FD MGR
Certain affiliates of Nationwide Life Insurance Company-FD MGR
Certain affiliates of Newmark Cap. LLC-FM
Certain affiliates of Newmark Capital LLC
Certain affiliates of Nomura Corporate Research and Asset Management - FM
Redwood Capital Management, Inc. and certain affiliates thereof
Siemens and certain affiliates thereof
Certain affiliates of UBS AG, Stamford Branch
Noteholders
Certain affiliates of Advent Capital Management, LLC
AllianceBernstein, L.P. (U.S.)
Certain affiliates of APG Asset Management US, Inc.
Certain affiliates of Aviva Investors North America, Inc.
Certain affiliates of Bank of America Merrill Lynch Proprietary Trading
Barclays Capital, Inc. and certain affiliates thereof
Brigade Capital Management Inc. and certain affiliates thereof
Certain affiliates of Compass Global Investments, LLC
Certain affiliates of Contrarian Capital Management, LLC
Certain affiliates of Fidelity Management & Research Company
Certain affiliates of INVESCO Senior Secured Management, Inc.
Certain affiliates of Nomura Corporate Research and Asset Management, Inc. (U.S.)
Certain affiliates of Phoenix Investment Adviser LLC
SG Americas Securities, LLC and certain affiliates thereof
TIAA-Cref Investment Management and certain affiliates thereof
White Oak Global Advisors, LLC and certain affiliates thereof
UCC Lien Holders
Certain affiliates of IBM Credit LLC
Certain affiliates of Andritz Ltd.
Certain affiliates of Andritz Iggesund Tools Inc.
Certain affiliates of Cit Finance LLC
Directors and Officers
Robert M. Amen
Surety / LC
Certain affiliates of Sentry
Trade Vendors
Barclays Capital, Inc. and certain affiliates thereof
Ceridian
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Certain affiliates of Constellation Energy Services Inc.
Certain affiliates of Deloitte & Touche LLP
Nalco Co. and certain affiliates thereof
Certain affiliates of ONDEO Nalco
Andritz Inc. and certain affiliates thereof
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Exhibit 3 - Potential Parties in Interest
Debtors and Affiliated Entities
Androscoggin Reservoir Company
Bucksport Leasing LLC
Chillicothe Paper Inc.
Consolidated Water Power Company
Escanaba Paper Company
Gulf Island Pond Oxygenation Project
Luke Paper Company
Newpage Consolidated Papers Inc.
Newpage Corporation
Newpage Energy Services LLC
Newpage Holdings Inc
Newpage Investment Company LLC
Newpage Wisconsin System Inc
nexTier Solutions Corporation
One LLC Verso Paper Finance Holdings LLC
Rumford Paper Company
Upland Resources, Inc.
Verso Androscoggin LLC
Verso Androscoggin Power LLC
Verso Bucksport LLC
Verso Corporation
Verso Fiber Farm LLC
Verso Maine Energy LLC
Verso Maine Power Holdings LLC
Verso Paper Finance Holdings
Verso Paper Finance Holdings Inc
Verso Paper Holdings LLC
Verso Paper Inc
Verso Paper LLC
Verso Quinnesec LLC
Verso Quinnesec REP Holdings Inc.
Verso Quinnesec REP LLC
Verso Sartell LLC
Wickliffe Paper Company LLC
Restructuring Professionals
Akin Gump Strauss Hauer & Feld LLP
CDG Group, LLC
Davis Polk & Wardwell LLP
Deloitte
Ducera Partners LLC
Houlihan Lokey Inc.
Mercer (US) Inc.
Milbank, Tweed, Hadley & McCloy LLP
O'Melveny & Myers LLP
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Ropes & Gray LLP
Sidley Austin LLP
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Skadden, Arps, Slate, Meagher & Flom LLP
Alvarez & Marsal
PJT Partners Inc.
Richards, Layton & Finger PA
Latham & Watkins LLP
Quinn Emanuel Urquhart & Sullivan, LLP
Equity Holders
Apollo Management Holdings LP
Verso Paper Management LP
Secured Lenders
Aberdeen Asset Management- Fund Manager
AIG/Sun America Asset Mgmt
ALJ capital management, LLC- fm
Bank of America
Barclays
Barclays Bank PLC
Bluebay Asset Management - FM
BMO Harris Bank NA
Bradford & Marzec LLC-FM
Candlewood Investment Group- FM
Canyon Partners
Castlehill Investment Management L.P.-FM
Cayman Islands Branch
Centerbridge Group- FM
Citibank
Citibank International
Citibank, N.A.
City National Bank
Cohanzick Management, LLC -FM
Corre Opportunities Fund
Credit Suisse
Credit Suisse AG
Credit Suisse AG, Cayman Islands Branch
Credit Suisse, Cayman Islands Branch-FD Manager
Deutsche Bank
Feingold O`Keeffe
Gabriel Capital
GMO
Goldman Sachs
Goldman Sachs Asset Management
Goldman Sachs Bank USA
Goodwin Capital/Phoenix Investments
Hillmark Cap. Mgmt., L.P.
Hudson Bay Capital Management L.P.-FM
Huntington National Bank
Intermarket Management Corp.
Invesco Management & Research
JP Morgan Chase
LCM Asset Management - FD MGR
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Levine Leichtman Capital
LLCP Advisors LLC-FM
Loomis, Sayles and Company L.P.
Marathon Asset Management
Medley Capital LLC -FM
Monarch Capital
Morgan Stanley Broker/Dealer
Muzinich and Company
Nationwide Life Insurance Company-FD MGR
Newmark Cap. LLC-FM
Newmark Capital LLC
Nomura Corporate Research and Asset Management- FM
Oaktree Capital Management, L.P.
Octagon Credit Investors, LLC
Orchard First Source Capital Inc.
Par-four Investment Management, LLC
Peritus I Asset Management, LLC
PNC Bank
Principal Financial Group-FM
Principal Global Investors
Principal Mutual Life Ins.
Redwood Capital Management, LLC
Rotation Capital Management LP
Shenkman Capital Management, Inc.- FM
Siemens
Sound Point Capital Management, LP-FM
Stone Lion Capital Partners
SunTrust Bank
Thrivent Financial - FM
UBS AG, Stamford Branch
UBS O’Connor
Voya Investment Mgmt. (fka) Ing Inv. Mgmt.
Wells Fargo
Wells Fargo - Broker
Wells Fargo Bank, NA
Western Asset Management Company
Whitebox Advisors, LLC
Wilmington Trust, National Association
Noteholders
Aberdeen Asset Management, Inc. (U.S.)
Advent Capital Management, LLC
ALJ Capital Management, LLC
AllianceBernstein, L.P. (U.S.)
APG Asset Management US, Inc.
Apollo Capital Management, L.P.
Ares Management, LLC
Ares Management, LLC (Asset Management)
Aristeia Capital, LLC
Aviva Investors North America, Inc.
Bank of America Merrill Lynch Proprietary Trading
3
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Barclays Capital, Inc.
BlackRock Advisors, LLC
Brigade Capital Management, LLC
Candlewood Investment Group, L.P.
CastleRock Management, LLC
CAZ Investments, L.P.
Cedarview Capital Management, L.P.
Citigroup Global Markets, Inc. (U.S.)
Cohanzick Management, LLC
Compass Global Investments, LLC
Contrarian Capital Management, LLC
Corre Partners Management, LLC
Deutsche Bank Securities, Inc.
Ellis Lake Capital, LLC
Euroclear Bank
Feingold O'Keeffe Capital, LLC
Fidelity Management & Research Company
Fore Research & Management, L.P.
Garland Business Corporation
Global Credit Advisers, LLC
Hayman Capital Management, L.P.
Horizon Advisers
Hotchkis and Wiley Capital Management, LLC
Hudson Bay Capital Management, L.P.
INVESCO Senior Secured Management, Inc.
J.P. Morgan Securities, LLC
KKR Asset Management, LLC
Magnetar Financial, LLC
Morgan Stanley & Company, LLC
Nomura Corporate Research and Asset Management, Inc. (U.S.)
Northern Trust Investments, Inc.
Nuveen Asset Management, LLC
Oaktree Capital Management, L.P.
OppenheimerFunds, Inc.
Pacific Income Advisers, Inc.
Par IV Capital Management, LLC
PENN Capital Management Company, Inc.
Peritus I Asset Management, LLC
Phoenix Investment Adviser LLC
Phoenix Investment Adviser, LLC
PIMCO - Pacific Investment Management Company
Pine River Capital Management, L.P.
PPM America, Inc.
Principal Global Investors, LLC
RBC Capital Markets, LLC
RBS Securities, Inc.
Seix Investment Advisors, LLC
SG Americas Securities, LLC
State Street Global Advisors (SSgA)
Stone Lion Capital Partners, L.P.
Stonehill Capital Management, LLC
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TIAA-CREF Investment Management
Waterstone Capital Management, L.P.
WCAS Fraser Sullivan Investment Management, LLC
Western Asset Management Company
White Oak Global Advisors, LLC
Whitebox Advisors, LLC
UCC Lien Holders
Andritz Iggesund Tools Inc.
Andritz Inc.
Andritz Ltd.
Applied Industrial Technologies, Inc.
Astenjohnson, Inc.
Atel Capital Equipment Fund X, LLC
Atel Capital Equipment Fund XI, LLC
Buckman Laboratories, Inc.
Capfund Cde Four LLC
Cascdes Conversion Inc., (D/B/A Cascades Sonoco Kingsey Falls Division)
Chemetall US, Inc.
Cit Finance LLC
Citicapital Commercial Leasing Corporation
Commonwealth Capital Corp.
De Lage Landen Financial Services, Inc.
Deere Credit, Inc.
First Independence Bank
General Electric Capital Corporation
Harbor Capital Leasing, LLC
Hayes Pump, Inc.
Imerys Clays, Inc.
Kdant Inc.
Kingsbridge Holdings, LLC et al
Minority Alliance Capital, LLC
Motion Industries, Inc.
New England Controls, Inc.
Nmhg Financial Services, Inc.
Occidental Chemical Corporation
Roland Machinery Company
Sonoco Products Company
The Newark Group
Omnova Solutions Inc.
Unisource Worldwide, Inc.
Kaman Industrial Technologies Corporation
Horizon Solutions LLC
Nortrax, Inc.
Union Bank
Meridian Leasing Corporation
IBM Credit LLC
JFTCO, Inc.
Wisconsin Lift Truck Corp.
Directors and Officers
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Alan J. Carr
Allen Campbell
Allen J. Campbell
Benjamin Hinchman IV
David B. Sambur
David J. Paterson
David W. Oskin
Eric L. Press
Kenneth D. Sawyer
L.H. Puckett Jr.
Lyle J. Fellows
Michael A. Weinhold
Michael E. Ducey
Michael E. Ducey
Michael I. Naumann
Peter H. Kesser
Reed B. Rayman
Richard M. Cieri
Robert Amen
Scott M. Kleinman
Thomas Gutierrez
Timothy D. Nusbaum
Surety Bond / LC
AIG
Atlantic Specialty
Michigan LARA
Ohio BWC
One Beacon
QBE
Sentry
Travelers
Zurich
Customers
Quad Graphics
Veritiv
Random House
Meredith
Proctor & Gamble
Competitors
Asia Pulp & Paper
Appleton Coated
Appivion, Inc.
Birgl & Birgmeister
Burgo Group
Catalyst Paper Corporation
Domtar Corporation
Evergreen Packaging
Expera Specialty Solutions
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Hansol Paper
Irving Pulp & Paper
Koehler Paper Group
Moorim Paper
Nippon Paper Group
Oji Paper Company
PCA Industrial Paper & Supplies
Port Hawkesbury Paper
Resolute Forest Products
SAPPI North America
Stora Enso
Twin Rivers Paper Company
UPM Paper
West Linn Paper Co
Unions
International Association of Machinists and Aerospace Workers AFL-CIO
International Brotherhood of Electrical Workers Local 979 AFL-CIO-CLC
Office & Professional Employees' International Union
Pace Local Union No. 5-0680
Teamsters, Chauffeurs, Warehousemen and Helpers Local 486
United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy Allied Industrial and Service Workers
International Union AFL-CIO/CLC
Local 2-21
Trade Vendor
ABB Automation Inc
ABB Inc
AC Electric Corp
Accenture LLP
Aim Development USA LLC
Air Products And Chemicals Inc
Akzo Nobel Pulp And Perfo
Albany International
Albany Intl Corp
Albrecht Trucking Ii LLC
Allegheny Industrial Assc-Down
Allied Valve Inc
Alloy Cladding Co LLC
ALS USA MI, Corp.
AM Express Inc
Amec Americas Ltd.
Amec E&C Services Inc
Amec Forster Wheeler E&C Services
American Express Travel
American Powernet Management LP
Andritz Inc
Aon Hewitt
Apple Ridge Funding LLC
Applied Technical Services
7
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Aquilex Hydrochem, Inc
Archer Daniels Midland Co
Archroma U S Inc
Arkema Inc
Arrowhead Radio Security
Arthur J Gallagher Risk
Associated Constructors LLC
Astaris LLC
Asten Johnson Inc
Atlantic Coated Papers Ltd
Atlantic Construction Services, Inc
B & B Electrical Contractors Inc
B & M Logging
B&D Trucking
Babcock & Wilcox Co
Bacco Construction Co
Barclays Capital
Basf Corp
Bass Berry &Sims Plc
Bass Maintenance Corp
Beechwood Coal LLC
Bently Nevada Inc
Bercen Inc
Bertoldi Oil Service
Biewer Sawmill - Lake City LLC
Biewer Sawmill Inc
Blue Line Logistics In
Bluecross Blueshield Of Tn
Bosk Corp
Brabazon Pumpe Co Ltd
Breitung Twp Treasurer
Brixey & Meyer Inc
Brock Services, LLC
Bruce A Manzer Inc
Bruce Fjeran
Btg Americas Inc
Btg IPI LLC
Buckman Laboratories Inc
Buffalo Mountain Wood Storage
Burlington Northern Santa Fe Corp
Burns Industrial Equipment
C H Robinson Worldwide Inc
C R Meyer & Sons
C Reiss Coal Co
Canadian National
Canadian National/Il Central
Canexus Ltd.
Canexus Us Inc.
Canfor Pulp And Paper Sales Ltd.
Cargill Incorporated
Carl Belt Co Inc
8
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Cartus Corporation
Cascades Conversion Inc
Cascades Sonoco
Cass Information Systems Inc
Catalyst Paper Operations Inc
Cellmark Recycling
Celtic International
Central Maine Power
Central National - Gottesman Inc
Central State Mechanical Insulation
Ceridian
Cersosimo Lumber Co., Inc.
Chad Howton Trucking Inc
Charles River Associates
Chemetall Oakite Inc
Chemtrade Chemicals Us LLC
Chemtrade Logistics
Chevron Natural Gas, A Division
Chou Chemical Co
Cianbro Corporation
City Of Duluth
City Of Stevens Point- Water Dept
Clean Harbors Environmental
CN
Coatex Inc
Coating Excellence Intl LLC
Coffin Trucking, Inc.
Collier Inc
Commonwealth Capital Court
Complete Packaging Systems LLC
Conjure
Connor Forest Management LLC
Consolidated Water Power Co
Constellation Energy Services Inc
Continental Paper Grading Co
Conway Central Express
Corenso North America
Country Forest Products Inc
Coyote Logistics
Cpt Pulp And Paper LLC
Crane Engineering Sales Inc
Csx Transportation Inc
Cutting Edge Forest Products LLC
Daikin America, Inc.
Darin Duncan Logging LLC
Darrell Javorek Logging Inc
Dead River Company
Deboer Transportation Inc
Degussa Huls Corp
Delaney Forest Products LLC
Dell Marketing
9
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Deloitte & Touche LLP
Dematic
Deno & Son Trucking
Devden Inc.
Domtar Paper Company LLC
Dow Chemical Co Usa
Du Mor Blade Co Inc
Duberville Logging LLC
Dupont Titanium Technologies
Durgin And Crowell Lumber Co., Inc.
E.I. Dupont De Nemours & Co., Inc.
Ecc Corrosion Inc
Ecosynthetix Inc
Ecosynthetix Ltd
Ed Thayer Inc
Eka Chemicals Inc
Ekman & Co Inc
Elite Carriers
Elite Staffing Inc
Enersolv
Enterprise Fleet Management
Erco Worldwide
Essco Inc
Evonik Degussa Corporation
Exxon Mobil Oil Corp
Fabian Oil Inc
Fairview Woodyard LLC
Fastlane America
Fcx Performance Inc
Fedex Custom Critical
Fibers Inc
Fibrek Recycling U.S. Inc.
Finesse Inc
Fitch Co
Florence Hardwoods LLC
Formosa Plastics Corporation
Fox River Fiber Company, LLC
Franklin Freight Brokerage Inc
Franklin Storage Lp
Frank'S Inc
Furey Filter & Pump Inc
Futurewood Corp
G&R Mineral Services Inc
G&S Coal Co Inc
Gac Chemical Corp
Gauthier Excavating LLC
Ge Co
General Electric International Inc
Georges Creek Railway LLC
Georgia Pacific Chemicals LLC
Giguere Logging Inc
10
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Gl&V Usa Inc
Gmo Threshold Logging Ii LLC
Graham Lumber Company LLC
Grane Logistics Express LLC
Grane Transportation
Grant County Mulch
Graymont Western Lime
Greatwide
Greatwide Dedicated Transport Iii L
Green Crow Corporation
Gunville Trucking Inc
H O Wolding Inc
H. C. Haynes, Inc.
Halvor Lines Inc
Hancock Lumber Company, Inc.
Hartt Transportation Sys Inc
Heartland Business Systems
Heartland Technologies Sales Of
Hedstrom Lumber Co Inc
Hewitt Associates LLC
Hexacomb Corp
Holli Forest Products Inc
Honeywell Industry Solutions
Honeywell Measurex Systems
Honeywell Process Solutions
Huffman Logging Inc
Hydrite Chemical
Hydroblasters Inc
Imerys Clays Inc
Imerys Pigments And Additives
Imerys Talc America Inc
Industrial Pump Services Of Nc
Ingredion Incorporated
Intermodal Sales Corp
International Paper Co
Invensys Systems Inc
Irving Forest Products Dixfield
Iso New England Inc.
Ives Truck & Auto Repair Inc
J Carey Logging Inc
J M Longyear LLC
Jacobs Enterprises LLC
Jamar Co
Jamar Company
Jeff Foster Trucking
Jim Spencer Forest Products
Jm Longyear International Lp
Jm Longyear LLC
Joe Plourde & Son Forest Products I
John & Arthur Penegor Inc
Johnson & Son Lumber Co Inc
11
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Joseph L Bollig & Sons Inc
Ka Steel Chemicals Inc
Kadant Solutions Division
Kaman Industrial Technologies
Kamin LLC
Kamin Performance Minerals
Kane Traffic Services, Inc
Kansas City Series Lockton Company
Kemira Chemicals Inc
Kentucky State Treasurer
Kentucky Utilities Co
Kessel Mulch Co Inc
Keweenaw Land Association Ltd
Kimberly Carbonates LLC
King & Spalding
Konecranes
Kretz Truck Brokerage LLC
Kuehls Logging
Kuraray America Inc
L&S Electric Inc
Lafleur Forest Products LLC
Lake States Lumber Inc
Leicht Transfer & Storage Co
Les Transport Regi, Inc.
Liaison Technologies LLC
Life Insurance Co Of North America
Limbach Company LLC
Littler Mendelson P C
Lloyd Firkus
Lv Timber Co., LLC
Main Freight Inc
Marathon Consulting LLC
Mark Pomeroy Forest Products
Marshall Logging Inc
Marvin Sekorski Logistics, LLC
Maryland Dept Of The Environment
Matrix Power Services, Inc
Mcdermid Transportation Inc
Meadwestvaco Corp
Metzler Forest Products LLC
Midland Paper Company Inc
Millis Transfer Inc
Millwood Inc
Minerick Logging Inc
Minnesota Power
Miron Construction Co Inc
Modern Office Methods Inc
Moran Coal Co Inc
Morgan, Lewis & Bockius LLP
Morsey Constructors LLC
Motion Industries Inc
12
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Motive Rail, Inc.
Mpw Industrial Services Inc
Msc Industrial Supply Co
Mt Vernon Electric Inc
Murphy Warehouse Co
Mva Enterprises Inc
Nalco Co
Nekoosa Corp
Nepw Logistics, Inc.
Nes Rentals
New Penn Motor Express Inc
Newage Transprotation
Newark Paperboard Products
Newpage Corporation
Newpage Escanaba Mill
Newpage Lakes States Wood Supply
Newpage Wisconsin Rapids Mill
Newpage Wisconsin System Inc
Niagara Logistics Inc
Norfalco LLC
Norfolk Southern Railway Co
North American Industrial Services
North Arrow Timber Co LLC
North Country Lumber, Inc.
Northern Machining & Repair Inc
Northern Timberlands Inc
Northland Harvesting Inc
Northwest Hardwoods Inc
Northwoods Paper Converting
Novaspect Inc
Occidental Chemical Co
O'Melveny & Myers LLP
Omnova Solutions Inc
Omya
Ondeo Nalco
Ossipee Chipping Inc.
Otis Elevator Co
P & P Filtration Inc
Palletone Of Maine, Inc.
Paper And Paper-Based Packaging Boa
Paper Transport
Papertech Inc
Paprima Industries Inc
Paul Weiss Rifkind Wharton &
Penford Products Co
Peroxychem LLC
Pierce Atwood Law Firm
Pioneer Paper Stock
Pjt Partners Lp
Plasmine Technology Inc
Plum Creek
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Pnc Bank, N.A.
Potlatch Land & Lumber LLC
Potomac Edison
Precision Forestry Inc
Precision Machine Inc
Prentiss & Carlisle Management Co.
Pricewaterhouse Coopers LLP
Prime Timber LLC
Priority Express Transportation
Progressive Converting
Project Services Inc
Quad Graphics Inc
Quality Supplier
R L Balconi Co
R M Bay Logging Inc
R2 Logistics
Range Resources Appalachia LLC
Rapid River Logistics LLC
Rc Mclucas Trucking, Inc.
Resolute Fp Us Inc
Resource One Intl LLC
Revel Logging LLC
Rgl Specialty Services LLC
Richard Carrier Trucking Inc
Risi Inc
Rma Enterprises Inc
Rmr Mechanical Inc
Robbins Lumber Company
Robindale Midwest Coal Sales LLC
Rocky Bunnell
Roehl Transport Inc
Rohm And Haas Chemicals LLC
Roy Nelson Jr
Rr Donnelley
Sagola Hardwoods Inc
Sandersville Railroad Company
Sanville Logging Inc
Sap America Inc
Schloer Logging LLC
Schneider National Inc
Schreiner Trucking Inc
Sekisui Specialty Chemicals America
Select Staffing
Seven Islands Land Company
Shamrock Landfill
Shell Energy North America Lp
Skf Usa Inc
Skf Usa Inc-Reliability Systems
Smith Transport Inc
Smith Transport Warehouse
Snp Inc
14
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Solenis LLC
Solvay Chemicals Inc
Sonoco Products Co
Southern Environmental Inc
Southern Maintenance Contractors
Sparhawk Trucking
Specialty Coating & Laminating LLC
Specialty Minerals
Springfield Terminal
Springfield Terminal Railway Co
St Jacques Transportation Svcs
St John Earl Forest Products
Stebbins Engrg & Mfg Co
Stewart And Stewart
Stowe Woodward LLC
Stropich Oil Company
Sullivan & Cromwell LLP
Sunland Logistics Solutions Inc
Superior Crane Corp
Supplyforce C/O State Md
Supplyforce C/O Werner Electric Mi
Synagro Central LLC
Target Lumber & Logging Co LLC
Tfm North America Inc
The Chemours Company Tt LLC
Theodore Strzok Logging Ref-215424
Thiele Kaolin Co
Think Patented
Thompson Enterprises Inc
Thompson Industrial Services LLC
Tigerton Lumber Co
Tim Raese
Timber Products Michigan
Timber Valley LLC
Time Definite Services Transportati
Tmc Environmental
Tomlin Trucking, LLC
Total Equipment Co
Total Quality Logistics Inc
Town Of Jay
Transplace Canada Ltd
Travis Krizan Trucking
Trc Environmental Corporation
Treasurer, State Of Maine
Treeline, Inc.
Triangle Enterprises Inc
Trico Mechanical Contractors
Triest Forest Products
Trinseo LLC
Tweet/Garot Mechanical Inc
Unisource Worldwide Inc
15
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Univar Usa Inc
Upper Peninsula Power Co
Upper Peninsula Timber Co LLC
Upper Potomac River Commission
Ursa Major LLC
Us Freightways Logistics
Us Security Assoc Inc
Valmet Inc
Valmet Inc (Fabrics)
Valmet Inc (Paper)
Valmet Service Center
Van Bergen & Markson Inc
Van Ert Electric Co Inc
Verso Corp-Andro Pulp
Verso Corp-Andro Whse Paper
Verso Corporation
Verso Corp-Quinn Whse Paper
Verso Corp-Quinnesec Pulp
Verso Corp-Ss/Synergy
Vertellus Performance Chemicals LLC
Voith Paper Fabric & Roll Systems
Voith Paper Neenah
Voith Paper Usd
W G Yates & Sons Construction Co
W T Gardner & Sons Inc
Wachovia National Bank
Wagner Ontario Forest Mgmt Ltd
Wagner Warehousing Inc
Walter N Yoder & Sons Inc
Warehouse Specialists Inc
Weavexx LLC
Wells Township Treasurer
Werner Electric Supply Co
Western Lake Superior Sanitary Dist
Westlake Ca&O Corp
Westrock Cp LLC
Westrock Minnesota Corporation
William A. Day, Jr. & Sons, Inc.
William T. Gardner & Sons, Inc.
Wis Rapids City Treasurer
Wisc Rapids Water Wks & Lt Comm
Wisconsin Paper Group Inc
Wisconsin Public Service
Wjz & Sons Harvesting Inc
Wm Recycle America
Wolseley Industrial Group
Wood Fibers Inc
Yates Engineers LLC
Z & R Electric Service Inc
Zellar Excavating Inc
ACC Planned Service Inc
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Amp Cherokee Environmental
Andritz Iggesund Tools Inc
Baker Donelson Bearman
C H Robinson Co
Calumet Machine
Chemours Company Tt, Llc
Diamond Power Intl Inc
Dte Energy
EMC Corporation
GE Capital C/O Ricoh
GE Intelligent Platforms
GE International Inc
Gray Matter Systems Llc
Graybar Canada
Infilco Degremont, Inc
Informetric Systems Inc
Invensys Systems Canada Inc Foxboro
Junker Logging
Lake States Insulation Inc
North Central Laboratories
Perficient Inc
Rockwell Automation Inc
Roland Machinery Co
Roof Management Services
Sansom Equipment Ltd
Siemens Demag Delval Turbomachinery
Southern Field Maint. & Fabrication
Stowe Woodward Co Inc
Sullivan & Merritt Constructors Inc
Titan Contracting & Leasing Co
Waletich Transportation
Weavexx Corp
XPO Logistics LLC
Litigation
AFL-CIO
Alstom Power Inc.
Hydroblasters, Inc.
International Association of Machinists and Aerospace Workers
Jason Szelagowski
Local Lodge 1821 representing former Bucksport workers
Mayfield Creek Forestry Consultants LLC
Michael D. McDonald
Pension Benefit Guaranty Corporation
Randy Hadfield
Rosanne Chamberlain
Teresa Ford, individually and obo putative class
United States of America
Wayne DuBois
Westvaco Corporation
Zachary J. Linzmeier
17
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Laurie A. Anderson
Sarah J. Pelto
Barry Rickards and Sharon Rickards
Angela Childers
La Verne David
Boyd Suttles
Contrans Flatbed Group LP
Amica Mutual Insurance Company
Stephen Roderic Lamm
Jessica Harvey
Edward Tometczak
Wisconsin Central Ltd.
Village of Biron Wisconsin
Maryland Department of the Environment
Upper Potomac River Commission
Biagio C. Crescenzo, Jr.
US Trustee, Judges and Court
Honorable Brendan L. Shannon
Honorable Christopher S. Sontchi
Honorable Kevin Gross
Honorable Kevin J. Carey
Honorable Mary F. Walrath
Honorable Laurie Selber Silverstein
Attix, Lauren
Buchbinder, David
Casey, Linda
Dortch, Shakima
Fox, Timothy J.
Giordano, Diane
Green, Christine
Hackman, Benjamin
Heck, Jeffrey
Kenney, Mark
Leamy, Jane
McCollum, Hannah M.
Murray, Tony
O’Malley, James R.
Panacio, Michael
Patton, Tiiara
Sarkessian, Juliet
Schepacarter, Richard
Serrano, Edith A.
Starr, Karen
Tinker, T. Patrick
Vinson, Ramona
West, Michael
Wynn, Dion
18
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Exhibit 4 - Accounting Summary of Payments
Date
Transaction
10/20/15 Wire transfer deposit of retainer
Invoice No. 500943 for services rendered
12/23/15
through November 30, 2015
1/11/16 Wire transfer deposit of retainer
1/15/16 Wire transfer deposit of retainer
Invoice No. 502914 for services rendered
1/22/16
through December 31, 2015
Retainer amount drawn down based on
services performed and anticipated to be
performed through the filing of the petitions
1/22/16 on January 27, 2016. RL&F will reconcile
this amount based on fees and expenses
incurred January 1, 2016 through the filing
of the petitions.
RLF1 13836504v.2
Amount
$75,000.00
Retainer Balance
$75,000.00
$(29,034.75)
$45,965.25
$29,034.75
$200,000.00
$75,000.00
$275,000.00
$(25,428.98)
$249,428.98
$(249,428.98)
$0.00
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EXHIBIT C
Kesser Declaration
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------------x
:
:
:
VERSO CORPORATION, et al.,1
:
:
Debtors.
:
:
-------------------------------------------------------------x
In re:
Chapter 11
Case No. 16-10163 (KG)
Jointly Administered
DECLARATION OF PETER H. KESSER IN SUPPORT OF THE DEBTORS’
APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION
AND EMPLOYMENT OF RICHARDS, LAYTON & FINGER, P.A. AS
CO-COUNSEL TO THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE
I, Peter H. Kesser, the Senior Vice President, General Counsel, and Secretary of
Verso Corporation (“Verso” and, together with its affiliated debtors and debtors in possession,
the “Debtors”), being duly sworn, state the following under penalty of perjury:
1.
I serve as Senior Vice President, General Counsel, and Secretary of Verso.
I submit this declaration (the “Declaration”) in support of the Debtors’ Application for Entry of
an Order Authorizing the Retention and Employment of Richards, Layton & Finger, P.A. as CoCounsel to the Debtors, Nunc Pro Tunc to the Petition Date (the “Application”).2 Except as
otherwise noted, all facts in this Declaration are based on my personal knowledge of the matters
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are
Verso Corporation (7389); Verso Paper Finance Holdings One LLC (7854); Verso Paper Finance Holdings LLC
(7395); Verso Paper Holdings LLC (7634); Verso Paper Finance Holdings Inc. (7851); Verso Paper Inc. (7640);
Verso Paper LLC (7399); nexTier Solutions Corporation (1108); Verso Androscoggin LLC (7400); Verso
Quinnesec REP Holding Inc. (2864); Verso Maine Energy LLC (7446); Verso Quinnesec LLC (7404); Bucksport
Leasing LLC (5464); Verso Sartell LLC (7406); Verso Fiber Farm LLC (7398); NewPage Holdings Inc. (5118);
NewPage Investment Company LLC (5118); NewPage Corporation (6156); NewPage Consolidated Papers Inc.
(8330); Escanaba Paper Company (5598); Luke Paper Company (6265); Rumford Paper Company (0427); Wickliffe
Paper Company LLC (8293); Upland Resources, Inc. (2996); NewPage Energy Services LLC (1838); Chillicothe
Paper Inc. (6154); and NewPage Wisconsin System Inc. (3332). The address of the Debtors’ corporate headquarters
is 6775 Lenox Center Court, Suite 400, Memphis, Tennessee 38115-4436.
2
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
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set forth herein, information gathered from my review of relevant documents and information
supplied to me by other members of the Debtors’ management and the Debtors’ advisors.
THE DEBTOR’S SELECTION OF COUNSEL
2.
The Debtors recognize that a comprehensive review process is necessary
when selecting and managing restructuring counsel to ensure that restructuring professionals are
subject to the same client-driven market forces, scrutiny and accountability as professionals in
non-restructuring engagements.
3.
As the Court is aware, the Debtors are seeking to retain O’Melveny &
Myers LLP as their financial restructuring counsel in connection with the above-captioned
chapter 11 cases. Upon determining that these chapter 11 cases would likely be filed in the
United States Bankruptcy Court for the District of Delaware, the Debtors selected Richards,
Layton and Finger, P.A. (“RL&F”) to serve as their Delaware co-counsel. RL&F was selected
because of the firm’s extensive experience and knowledge in the field of debtor’s and creditor’s
rights, business reorganizations and liquidations under chapter 11 of the Bankruptcy Code, its
expertise, experience and knowledge in practicing before this Court, its proximity to the Court,
and its ability to respond quickly to emergency hearings and other emergency matters. The
Debtors continue to believe that RL&F is uniquely qualified to represent them in these chapter
11 cases.
RATE STRUCTURE
4.
In my function as General Counsel, I am responsible for supervising
outside counsel retained by the Debtors in the ordinary course of business. RL&F has informed
the Debtors that it believes that RL&F’s rate structure for this engagement is comparable to the
rate structure that would apply in a non-restructuring engagement. In my experience working
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with other outside law firms for the Debtors and on other matters, I believe that RL&F’s rates are
comparable to those of firms similar to RL&F.
5.
As discussed below, I am also responsible for reviewing the invoices
regularly submitted by RL&F, and can confirm that the rates RL&F charged the Debtors prior to
the Petition Date, subject to permitted periodic rate increases, are the same as the rates RL&F
will charge the Debtors in the postpetition period, as set forth in the Application.
COST SUPERVISION
6.
The Debtors and RL&F expect to develop a prospective budget and
staffing plan to reasonably comply with the U.S. Trustee’s requests for information and
additional disclosures, and any other orders of the Court, recognizing that in the course of a large
chapter 11 case like these chapter 11 cases, it is possible that there may be a number of
unforeseen fees and expenses that will need to be addressed by the Debtors and RL&F. The
Debtors further recognize that it is their responsibility to monitor closely the billing practices of
their counsel to ensure the fees and expenses paid by the estate remain consistent with the
Debtors’ expectations and the exigencies of the chapter 11 cases. The Debtors will continue to
review the invoices that RL&F regularly submits and, together with RL&F, amend the budget
and staffing plans periodically, as the cases develop.
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is true and correct to the best of my knowledge and belief.
Dated: February 3, 2016
Memphis, Tennessee
Respectfully submitted,
/s/ Peter H. Kesser
Peter H. Kesser
Senior Vice President, General
Counsel and Secretary
Verso Corporation, et al.
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