First Paper offers $23.7M to buy Eastern Pulp

BANGOR – Connecticut-based First Paper Holding Corp. LLC on Monday offered $23.725 million to purchase abandoned Eastern Pulp and Paper Corp., with only $3.225 million in cash and the rest in long-term promissory notes to creditors and lenders.

Even though the offer is 35 pages long, it still is missing components that First Paper Holding considers vital to close the sale, including promises it wants in writing from the state and other governmental agencies.

If arrangements with creditors and the state are not met and First Paper Holding is forced to rescind its offer, the prospective buyer wants to be paid $1 million in what’s called a “breakup fee,” a financial token to cover expenses for pursuing a sale.

The deal does not specify how much money First Paper Holding’s two partners, John Wissmann and Keith Van Scotter, will contribute.

Among its requests, First Paper Holding wants a written agreement from the state Department of Environmental Protection that it will not be financially responsible for any environmental liabilities at Eastern Pulp’s Lincoln and Brewer mills.

Also, First Paper Holding wants the state to provide security for the assets, making the prospective buyer harmless from any liens on them.

First Paper Holding seeks a $4.5 million loan guarantee and a $1 million loan from the Finance Authority of Maine. The buyer wants $1.78 million in loans from Eastern Maine Development Corp., with $1.3 million from the Small Business Administration but backed by EMDC.

FAME and EMDC are reviewing the loan applications but have not scheduled board meetings to vote on the requests. FAME board chairman William Beardsley said Monday night an emergency meeting could be scheduled as soon as necessary, and EMDC president Jonathan Daniels said the finance board may review the request later this week.

Two DEP officials were unreachable for comment Monday. Lee Umphrey, spokesman for Gov. John Baldacci, also was unreachable.

First Paper Holding’s offer was electronically filed on the U.S. Bankruptcy Court’s docket Monday evening, barely meeting a promise made by the buyer’s attorneys to have a purchase agreement available to creditors to view with at least one day to spare before a Wednesday bankruptcy court hearing.

The 2 p.m. hearing Wednesday will focus on convincing U.S. Bankruptcy Chief Judge James B. Haines Jr. to set aside his March 12 order requiring Eastern Pulp’s mills and its headquarters in Amherst, Mass., be abandoned. If Haines agrees, First Paper Holding’s offer immediately will receive its first consideration by the court. Then a final hearing on the sale would take place April 30, and First Paper Holding must tie up loose ends and close the deal by May 15 at the latest.

Last week, Haines warned attorneys for Eastern Pulp’s bankrupt estate, the buyer and creditors that he would not entertain any offer – or even reconsider reversing his March 12 abandonment order – if everyone was not in agreement on the deal before they entered his courtroom.

Bangor attorney Gary Growe, who is trustee for Eastern Pulp’s bankrupt estate, said in court documents filed Monday evening that the offer was placed on the court’s docket “following substantial negotiations with … certain [Eastern Pulp] secured and administrative creditors.”

In two separate court filings, Growe pleads with Haines to reverse his abandonment order, citing legal cases to support his efforts.

“Time is truly of the essence in this matter,” Growe stated. “Every day that passes diminishes the overall potential value of Eastern Pulp’s assets and further diminishes the chance for a sale.”

Eastern Pulp entered Chapter 11 bankruptcy protection in September 2000 after accumulating more than $100 million in debt. The company shut down operations on Jan. 16, leaving 750 people without jobs. Eastern Pulp owned Lincoln Pulp and Paper Co. in Lincoln and Eastern Fine Paper Co. in Brewer.

On Feb. 4, Haines ordered that the company be placed in Chapter 7 liquidation after it racked up another $10 million in debt and couldn’t secure any new loans. Then on March 12 Haines ordered that the properties be abandoned after an $8.5 million offer was withdrawn.

Since March 12, DEP has maintained the mill sites under police powers exercised by Baldacci and using a $1.425 budget comprising emergency funds and bond money. The Brewer mill was mothballed last week, and maintenance operations at the Lincoln mill are scheduled to be drastically curtailed Wednesday because the state is running out of money.

First Paper Holding’s offer includes up to $1 million at 5.5 percent interest over a five-year period to repay the state and FAME for any maintenance costs up until the date of closing, which would take place by mid-May. So far, the state has spent most of its $1.425 million budget, and a $1 million loan from FAME in February already has been spent.

Attorneys for First Paper Holding and the company’s partner, Van Scotter, did not return telephone calls for comment Monday.

The nonprofit Libra Foundation will be repaid $300,000 it lent in February over a two-year period.

Although the purchase agreement includes both of Eastern Pulp’s mills, only the Lincoln mill will reopen. First Paper Holding will not be buying any raw materials, finished goods, unopened chemicals, logs, miscellaneous spare parts and any intellectual property solely related to operations at the Brewer mill.

The intellectual property, mostly patented or patent-pending processes for coated paper, were essential parts of the $8.5 million offer for Eastern Pulp that was received by Paper Acquisition Corp. of Massachusetts last month. One of PAC’s partners was involved in developing those patents.

According to terms of the deal, the $3.225 million in cash will be paid to creditors. Corsair Special Situations Fund LLP of New York City, which is owed at least $3.4 million in principal and interest, will be paid $2 million and then the balance within a year. Congress Financial Corp. of New York City, which is owed at least $20 million, will receive $800,000 in cash. It previously received judge’s approval to sell the mills’ inventory and parts that aren’t sold to a buyer of the mills. The trustee will get $425,000 in cash.

Northborough Holdings, which has a mortgage on the Amherst headquarters, will be paid $900,000. Northborough was scheduled to claim the building at a bankruptcy hearing in the next couple of weeks.

Cianbro Corp. of Pittsfield will be paid $1 million over 18 months. The offer also includes $16 million to pay “pre-petition” debt over time. But the deal does not mention whether that money will be used to partially repay the $40 million that was owed to unsecured creditors before Eastern Pulp’s bankruptcy, or if it will be used to repay the $10 million in debt accumulated before the conversion to Chapter 7.

To finance the deal, First Paper Holding will get a revolving loan of up to $12.5 million from either General Electric Commercial Financial Services, Textron Financial Business Credit or another lender. It also will get an $8.5 million loan from ING Prime Rate Trust and others, with $4.5 million guaranteed by FAME. The balance of the financing would come from the FAME and EMDC loan requests.