Wausau Paper Corp. (WPP) said Monday that it has agreed to sell its specialty paper business to a new company sponsored by New York-based private equity firm KPS Capital Partners L.P.
The new company will be known as Expera Specialty Solutions, LLC.
KPS has previously entered into a definitive agreement to acquire the specialty paper business of Packaging Dynamics Corp., which operates paper mills in De Pere and Kaukauna, Wisconsin. Expera will combine the Thilmany business with Wausau Paper's specialty paper business to create a leading North American manufacturer of specialty paper products for the food packaging, industrial, and pressure-sensitive release liner segments.
A collective bargaining agreement covering employees at the Mosinee, Rhinelander, and Kaukauna facilities has been negotiated and ratified. The collective bargaining agreement and the Thilmany acquisition agreement were both conditions to Wausau Paper entering into its agreement with KPS.
The deal will result in net cash proceeds to Wausau Paper of about $110 million after settlement of deal-related liabilities, deal costs and taxes.
Expera will acquire the assets of Wausau Paper's Rhinelander and Mosinee mills; the assets of the company's Brainerd mill are not included in the deal. Wausau Paper will retain defined benefit pension and other post-retirement benefit obligations; however, effective with the closing of the deal, about $41 million of future liability will be eliminated. Wausau Paper will not hold any equity ownership in Expera.
Wausau Paper will have the opportunity to receive a contingent payment that would be equal to what the holder of a 5% equity interest in Expera would receive if certain performance thresholds and KPS liquidity events occur.
The deal has received required HSR antitrust approval. Other customary conditions to closing, including third party financing, remain. The Wausau Paper sale to Expera is also conditioned upon Expera completing the acquisition of the Thilmany business. While the company expects to finalize the deal in the second or third quarter of 2013, there can be no certainty or assurance about the timing or completion of a deal.
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