Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 1 of 8 Exhibit B Exit Term Loan Agreement Term Sheet RLF1 14671289v.2
Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 2 of 8 Verso Paper Holdings LLC $220 Million Senior Secured Term Loan Facility Summary of Indicative Principal Terms and Conditions Each of the undersigned hereby commits, on a several and not joint basis, to provide, directly or through those of its affiliates or accounts or funds managed by such person or an affiliate set forth on the signature pages hereto (collectively, the Lenders ) to the Borrower (as defined below) a portion of an Exit Term Loan Facility (as defined below) in an amount equal to the amount set forth opposite such Lender s name on Exhibit A attached hereto, upon the indicative principal terms and subject to the conditions set forth in this $220 Million Senior Secured Term Loan Facility Summary of Indicative Principal Terms and conditions and subject to the negotiation and execution of the definitive documentation for such Exit Term Loan Facility. The terms set forth below are a summary of the indicative principal terms and conditions or the Exit Term Loan Facility. As used herein, Exit ABL Facility has the meaning assigned to such term in the indicative term sheet entitled Verso Paper Holdings LLC $375 million Senior Secured Asset-Based Revolving Facility Summary of Principal Terms and Conditions. Borrower: Guarantors: Verso Paper Holdings LLC, a Delaware limited liability company (the Borrower ), as reorganized pursuant to a Chapter 11 plan of reorganization (the Plan ). Verso Paper Finance Holdings LLC, as parent guarantor, and wholly-owned domestic subsidiaries of the Borrower, subject to exceptions, for (i) immaterial subsidiaries, (ii) unrestricted subsidiaries, (iii) special purpose receivables or securitization entities designated by the Borrower, (iv) any subsidiary that is prohibited by applicable law, rule, regulation or contract (with respect to any such contractual restriction, only to the extent existing on the Closing Date or the date on which the applicable person becomes a direct or indirect subsidiary of the Borrower) from guaranteeing the Exit Term Loan Facility or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee (unless such consent, approval, license or authorization has been received) and (v) other exceptions to be agreed (collectively with the Borrower, the Loan Parties ). Administrative Agent and Collateral Agent: Facility Type and Amount: Original Issue Discount: Use of Proceeds: Barclays Bank PLC (in such capacities, the Agent ). A senior secured term loan facility in an aggregate principal amount of $220 million (the Exit Term Loan Facility ), comprised of a single tranche of term loans (the Loans ) to be provided on the Closing Date (as defined below) by a syndicate of banks, financial institutions and institutional lenders reasonably acceptable to the Borrower (the Lenders ). The Exit Term Loan Facility will be issued with original issue discount of 10.0%. The proceeds of Loans will be used to repay certain debtor-in-possession credit facilities and make distributions to creditors in accordance with the
Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 3 of 8 Plan, to pay related fees and expenses, to fund original issue discount on the Loans, and to provide for the working capital needs and general corporate requirements of the Borrower and its subsidiaries. Closing Date: Maturity: Amortization/Cash Flow Sweep: Collateral and Priority: The date on which the Plan becomes effective and the Loans are made is referred to herein as the Closing Date. Five (5) years and ninety-one (91) days after the Closing Date. Subject to further discussion with the Company, the greater of (a) a percentage to be agreed of the initial principal amount of the Loans on an annual basis, payable in equal quarterly installments ( Amortization ), or (b) [75.0]% of [Excess Cash Flow 1 less Amortization], with calculation details to be agreed. Bullet payment due at Maturity. Subject to exceptions to be agreed, all obligations under the Exit Term Loan Facility and certain bank product and hedging obligations will be secured by (a) first priority liens on all of the Loan Parties existing and future assets that do not constitute ABL Priority Collateral (as defined below) (including, but not limited to, capital stock (subject to limitations to be agreed with respect to capital stock of foreign subsidiaries), equipment, intellectual property, material owned real property, material leaseholds in real property and licenses), (the Term Loan Priority Collateral ) and (b) second priority liens on all of the Loan Parties existing and future current assets (including, but not limited to, accounts, inventory, deposit accounts, securities accounts and commodities accounts) (the ABL Priority Collateral and together with the Term Loan Priority Collateral, the Collateral ). The Exit ABL Facility and certain bank product and hedging obligations will be secured by a second priority lien on the Term Loan Priority Collateral and by a first priority lien on the ABL Priority Collateral. The priority of the security interests and related creditor rights among the Exit Term Loan Facility and the Exit ABL Facility will be set forth in an intercreditor agreement. Such agreement shall be in form and substance acceptable to the Borrower, the Lead Arrangers and the Agent. Interest Rate: Loans will bear interest at the LIBO Rate (as defined below) plus 11.0%. Facility. As used herein, the LIBO Rate means the current LIBO Rate as quoted by the Administrative Agent, adjusted for reserve requirements, if any, and subject to customary change of circumstance provisions, for interest periods of one, two, three or six months, payable at the end of the relevant interest period, but in any event at least quarterly; provided that the LIBO Rate shall be not less than 1.00% per annum. Interest and fees shall be calculated on the basis of the actual number of 1 Excess Cash Flow to be defined, but definition shall exclude repayments of the Exit ABL 2
Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 4 of 8 days elapsed in a 360-day year. Mandatory Prepayments: Call Premium: The Loans will be subject to customary mandatory prepayment provisions, including with 100% of proceeds from dispositions of Term Loan Priority Collateral. A premium shall be payable in an amount equal to the amounts set forth below, each as a percentage of the outstanding principal amount of Loans that are prepaid, repriced or refinanced on any date prior the anniversary of the Closing Date indicated below: Prior to the second anniversary of the Closing Date: 2.00% After the second anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date: 1.00% Thereafter: 0.00%/par The prepayment premium shall be due and payable on acceleration for bankruptcy or otherwise. Representations and Warranties: Affirmative and Negative Covenants: Financial Covenant: Events of Default: Conditions Precedent to Effectiveness: Representations and warranties which are usual and customary for these types of facilities, which shall be subject to exceptions and qualifications to be agreed. Affirmative and negative covenants which are usual and customary for these types of facilities, which shall be subject to exceptions and qualifications to be agreed including, without limitation, (i) exceptions from debt and lien covenants permitting junior lien debt (subject to acceptable intercreditor provisions) or unsecured debt, subject to pro forma compliance with the Financial Covenant, (ii) prohibitions on incurrence of additional asset-based loans, additional term loans or other debt on a pari passu basis with the Loans, and (iii) prohibitions on restricted payments except in the ordinary course of business. Maximum Total Leverage Ratio to be determined (tested quarterly, with step downs to be agreed, based on the business plan). Events of Default which are usual and customary for these types of facilities, subject (where customary and appropriate) to cure periods and materiality thresholds. Usual and customary conditions precedent for senior secured term loan exit financing facilities, including, without limitation, the effectiveness of the Plan, minimum available liquidity (borrowing base availability plus unrestricted cash) of at least $[85] million and commitments under the Exit ABL Facility in an aggregate principal amount of at least $[300] million. 3
Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 5 of 8 Documentation Precedent: That certain First Lien Credit Agreement, dated as of February 11, 2014, among NewPage Investment Company LLC, NewPage Corporation, as borrower, the other parties party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral agent, as modified to reflect the operational and strategic requirements of the Borrower and its subsidiaries in light of their size, industries, businesses and business practices and other modifications appropriate for an exit financing of this nature. 4
Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 6 of 8 [Lender signature pages]
Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 7 of 8 Acknowledged and agreed by: Acknowledged and agreed by: VERSO PAPER HOLDINGS LLC, a Delaware limited liability company, as the Borrower By: Name: Title:
Case 16-10163-KG Doc 1204-1 Filed 06/22/16 Page 8 of 8 EXHIBIT A Exit Term Loan Facility Commitments Lender Exit Term Loan Facility Commitment Amount BlueBay Asset Management LLP KLS Diversified Asset Management LP Monarch Alternative Capital LP Oaktree Opps IX Parallel (Cayman) 4 CTB Ltd. and Oaktree VOF (Cayman) 7 CTB Ltd. Redwood Capital Management, LLC and Redwood Drawdown Master Fund, L.P. Whitebox Advisors LLC RLF1 14682128v.1