NewPage Corporation Acquires North American Paper Manufacturing Operations of Stora Enso

On December 21, 2007, NewPage Corporation (“NewPage”), a portfolio company of Cerberus Capital Management, L.P., completed the purchase of Stora Enso Oyj's North American paper manufacturing operations through the acquisition of its subsidiary Stora Enso North America Inc. (SENA). The transaction was valued at approximately US$2.52 billion. The consideration consisted of $1.5 billion in cash, $200 million in vendor notes and 19.9 per cent of the shares in New Page Group Inc., NewPage's new indirect parent entity, valued at approximately $370 million. In addition, NewPage will assume net liabilities of approximately $450 million. The combined businesses will continue to operate under the NewPage name and be headquartered in Ohio. As a result of the transaction, affiliates of Cerberus and certain members of NewPage management own, in the aggregate, 80.1 per cent of the outstanding capital stock of NewPage Group, with Stora Enso owning the remaining 19.9 per cent interest. The transaction was noteworthy for having been one of the first deals for which a significant debt financing commitment was offered after the credit crunch. “NewPage completed the $2.556 billion financing…in one of the most difficult credit markets in memory,” said Mark A. Suwyn, NewPage chairman and CEO. “This speaks well of the soundness of the business combination, the quality of the management team, and the strength of the support we've received from Cerberus and Goldman Sachs. …We've achieved regulatory approvals and other milestones more quickly than anticipated, and therefore were able to close ahead of schedule.” The transaction marks the first major purchase for NewPage, which Cerberus acquired from MeadWestvaco Corp. three years ago for $2.1 billion. Cerberus Capital Management, L.P., along with its affiliates, is one of the world's leading private investment firms with approximately US$26 billion under management in funds and accounts.

Stora Enso Oyj (SEO) was represented by Deputy General Counsel Erkii Autio, and SENA was represented by Senior Vice President and General Counsel Carl Wartman. SEO and SENA were assisted in the US by a team from Cleary Gottlieb Steen & Hamilton LLP, which included Ethan Klingsberg, David Berg, Julie Yip and Kay-Mario Vobis (corporate), A. Richard Susko and Haini Guo (employment and labour), Len Jacoby and Pia M. Sen (intellectual property), John Magney, Brian Byrne, Jeremy Calsyn and Adam Miller (anti-trust), Janet Weller and Jennifer Benson (environmental), Steve Horowitz and Patrick Marette (real estate), and David Webb and Joanne Panzera (finance) and Sheldon Alster, Mirna Zwitter-Tehovnik and Peter Psiachos (tax). In Canada, SEO and SENA were represented by a team from Gowling Lafleur Henderson LLP led by Andrew Foti, including Michael Boehm (corporate), François Baril (competition), Grant Lynds (intellectual property), Elisa Scali (employment & labour) and Harry Dahme (environmental). A team from McInnes Copper, including George Cooper and Bruce Russell, provided advice with respect to certain matters related to Nova Scotia law.

NewPage was represented by Vice President, General Counsel and Secretary Douglas K. Cooper, assisted in the US by a team from Schulte Roth & Zabel LLP, which included Stuart Freedman, Robert Goldstein and John Pollack (corporate), Harry Davis and Michael Swartz (anti-trust matters; litigation), Howard Epstein (environmental; litigation), Ronald Risdon (finance) and Kurt Rosell (tax). In Canada, NewPage was represented by a team from Fasken Martineau DuMoulin LLP, which included Jon Levin, Scott Conover and Kevin Clinton and Kathleen Yoa (corporate), Huy Do and Douglas New (competition and Investment Canada), Ralph Nero and Alix Herber (employment and labour), Ross Gascho (pension and benefits), Rosalind Cooper (environmental), Ronald Nobrega and David Fox (Tax), David Turgeon (technology), and Daniel Brock (government strategy). A team from Cox & Palmer provided advice with respect to certain matters related to Nova Scotia law, including Robert MacKeigan, QC, Lara Schweiger and David Reid (corporate and real property), Patrick Fitzgerald (corporate), Anthony Chapman (real property and environmental), Gavin MacDonald and Ian Bilek (real property), and Thomas Groves (labour and pensions).