0000950103-17-001321.txt : 20170210 0000950103-17-001321.hdr.sgml : 20170210 20170210172411 ACCESSION NUMBER: 0000950103-17-001321 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: JASON MUDRICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Verso Corp CENTRAL INDEX KEY: 0001421182 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 753217389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84029 FILM NUMBER: 17594764 BUSINESS ADDRESS: STREET 1: 6775 LENOX CENTER COURT, SUITE 400 CITY: MEMPHIS STATE: TN ZIP: 38115 BUSINESS PHONE: (901) 369-4100 MAIL ADDRESS: STREET 1: 6775 LENOX CENTER COURT, SUITE 400 CITY: MEMPHIS STATE: TN ZIP: 38115 FORMER COMPANY: FORMER CONFORMED NAME: Verso Paper Corp. DATE OF NAME CHANGE: 20071213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mudrick Capital Management, L.P. CENTRAL INDEX KEY: 0001655183 IRS NUMBER: 270367034 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747 9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 dp72914_sc13ga-verso.htm FORM SC 13G/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________ 

 

SCHEDULE 13G 

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

Verso Corporation
(Name of Issuer)
 
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
92531L207
(CUSIP Number)
 
December 31, 2016
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

Page 1 

 

 
 
CUSIP No. 92531L207 13G    
   
1.

NAMES OF REPORTING PERSONS
Mudrick Capital Management, L.P.

 

 
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐  
    (b) ☒  
3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 
  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.

SOLE VOTING POWER

 

  6.

SHARED VOTING POWER

 

2,104,496

 

  7.

SOLE DISPOSITIVE POWER

 

  8.

SHARED DISPOSITIVE POWER

 

2,104,496

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,104,4961

 

 
10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.31%

 

 
12.

TYPE OF REPORTING PERSON*

 

IA

 

 
               
 

1 Represents 1,960,759 shares of Class A Common Stock and 126,138 shares of Class A Common Stock that are issuable upon exercise of a warrant. The warrant is exercisable by the reporting person at any time prior to expiration on July 15, 2023.

 

Page 2 

 

 
 

  

 

CUSIP No. 92531L207 13G  
     
1.

NAMES OF REPORTING PERSONS
Jason Mudrick  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
    (b) ☒
3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.

SOLE VOTING POWER

 

6.

SHARED VOTING POWER

 

2,104,496 

 

7.

SOLE DISPOSITIVE POWER

 

8.

SHARED DISPOSITIVE POWER

 

2,104,496 

 

  

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,104,4962

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*

 

☐    

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.31

 

12.

TYPE OF REPORTING PERSON*

 

  

 

2 Represents 1,960,759 shares of Class A Common Stock and 126,138 shares of Class A Common Stock that are issuable upon exercise of a warrant. The warrant is exercisable by the reporting person at any time prior to expiration on July 15, 2023.

 

Page 3 

 

 
 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

 

  (a) Amount beneficially owned:
     
    Please refer to Item 9 on each cover sheet for each reporting person.
     
  (b) Percent of class:
     
    Please refer to Item 11 on each cover sheet for each reporting person. The percentages herein are based on 33,366,784 Class A Common Shares of the Issuer outstanding as of October 31, 2016, as reported in the Issuer’s Quarterly Report filed on Form 10-Q for the quarterly period ended September 30, 2016 filed on November 14, 2016 with the Securities Exchange Commission, increased by the 126,138 Class A Common Shares underlying the warrant disclosed herein.
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  
       
      Please refer to Item 5 on each cover sheet for each reporting person.
       
    (ii) Shared power to vote or to direct the vote:  
       
      Please refer to Item 6 on each cover sheet for each reporting person.
       
    (iii) Sole power to dispose or to direct the disposition of:  
       
      Please refer to Item 7 on each cover sheet for each reporting person.
       
    (iv) Shared power to dispose or to direct the disposition of:  
       
      Please refer to Item 8 on each cover sheet for each reporting person.

 

Item 10. Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits:

 

Exhibit A – Joint Filing Statement 

 

Page 5 

 

 
 

  

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  MUDRICK CAPITAL MANAGEMENT, L.P.
   
  February 9, 2017
  (Date)
   
  /s/ Trevor Wiessmann
  (Signature)
   
  Trevor Wiessmann, General Counsel & Chief Compliance Officer
  (Name/Title)
   
  JASON MUDRICK
   
  February 9, 2017
  (Date)
   
  /s/ Jason Mudrick
  (Signature)

 

 

 

Page 6 

 

EX-99 2 dp72914_ex99a.htm EXHIBIT 99A

 
 

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13G (including amendments thereto) with respect to Class A Common Shares, par value $0.01 per share, of Verso Corporation, a Delaware corporation, filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Section 13d-1(k)(ii) of the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.

 

This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 

 

 
 

  

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 9th day of February 2017.

 

 

  MUDRICK CAPITAL MANAGEMENT, L.P.
   
  February 9, 2017
  (Date)
   
  /s/ Trevor Wiessmann
  (Signature)
   
  Trevor Wiessmann, General Counsel & Chief Compliance Officer
  (Name/Title)
   
  JASON MUDRICK
   
  February 9, 2017
  (Date)
   
  /s/ Jason Mudrick
  (Signature)