8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 14, 2016

VERSO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34056	75-3217389
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6775 Lenox Center Court, Suite 400

Memphis, Tennessee 38115-4436

(Address of principal executive offices) (zip code)

(901) 369-4100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2016, Verso Corporation (“Verso”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2016.

A copy of the press release is included as Exhibit 99.1 to this report. The press release, including the information contained therein, is furnished pursuant to Item 2.02, is not to be considered “filed” under the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any of Verso’s previous or future filings under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

On November 14, 2016, Verso issued a press release announcing that it plans to implement, beginning in January 2017, the following three strategic initiatives designed to drive increased efficiency in the allocation of its resources, reduce its cost of doing business, and improve its operating and financial performance: (a) the organization of Verso’s business into two strategic business units – graphic paper and specialty paper; (b) the consolidation of its corporate offices in Memphis, Tennessee, and Miamisburg, Ohio, into a single headquarters to be located in Miamisburg; and (c) a project to improve the delivery of its support services with the objective of reducing overhead expenses by at least 10 percent on an annual basis.

A copy of the press release is included as Exhibit 99.2 to this report. The press release, including the information contained therein, is furnished pursuant to Item 7.01, is not to be considered “filed” under the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any of Verso’s previous or future filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release issued by Verso on November 14, 2016, regarding its financial results.
99.2	Press release issued by Verso on November 14, 2016, regarding its strategic initiatives.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 14, 2016

VERSO CORPORATION
By:	/s/ Peter H. Kesser
	Peter H. Kesser
	President, Senior Vice President,
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Verso on November 14, 2016, regarding its financial results.
99.2	Press release issued by Verso on November 14, 2016, regarding its strategic initiatives.

EX-99.1

Exhibit 99.1

Verso Corporation Reports Third Quarter 2016 Results

MEMPHIS, Tenn. (November 14, 2016) - Verso Corporation (NYSE: VRS) today reported financial results for the third quarter of 2016.

• Successful emergence from bankruptcy on July 15, 2016 and resumption of trading on the NYSE

• Net sales of $578 million for the period from July 15, 2016 to September 30, 2016 and $97 million for the period from July 1, 2016 to July 14, 2016, up 7% versus second quarter of 2016

• Net loss of $40 million for the period from July 15, 2016 to September 30, 2016 and net income of $1,299 million for the period from July 1, 2016 to July 14, 2016

• Net loss before reorganization items of $40 million for the period from July 15, 2016 to September 30, 2016 and loss before reorganization items of $3 million for the period from July 1, 2016 to July 14, 2016

• Adjusted EBITDA of $41 million for the period from July 15, 2016 to September 30, 2016 and Adjusted EBITDA of $9 million for the period from July 1, 2016 to July 14, 2016

• Reconfirmation of 2016 Adjusted EBITDA guidance of $180-190 million

Overview

“With our successful restructuring behind us, Verso is moving forward with a comprehensive strategy designed to drive continued improvement in our operating and financial performance,” said Allen Campbell, Verso Senior Vice President and Chief Financial Officer. “We remain committed to providing the high quality products and exceptional service our customers have come to expect from us as we strive to improve our safety performance, increase manufacturing efficiency, drive down cost and deliver stronger financial results.”

Verso’s financial results for the quarter were significantly impacted by fresh-start accounting adjustments, pricing in the market and major maintenance costs incurred in the quarter.

Presentation of Predecessor and Successor Financial Results

Verso Corporation (the “Company”) adopted fresh-start reporting as of July 15, 2016 (the “Effective Date”), the effective date of its First Modified Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated as of June 20, 2016 and the date that Verso emerged from its Chapter 11 cases. As a result of the application of fresh-start reporting, the Company’s financial statements for periods prior to the Effective Date are not comparable to those for periods subsequent to the Effective Date. References to “Successor” refer to the Company on or after the Effective Date. References to “Predecessor” refer to the Company prior to the Effective Date. Operating results for the Successor and Predecessor periods are not necessarily indicative of the results to be expected for a full fiscal year. References such as the “Company,” “we,” “our” and “us” refer to Verso Corporation and its consolidated subsidiaries, whether Predecessor and/or Successor, as appropriate.

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Summary Results

Results of Operations – Comparison of the Three Months Ended September 30, 2016 to Three Months Ended September 30, 2015

	Predecessor						Successor
(Dollars in millions)	Three Months Ended September 30, 2015			July 1, 2016 Through July 14, 2016			July 15, 2016 Through September 30, 2016			Three Month $ Change
Net sales	$	782		$	97		$	578		$	(107	)
Costs and expenses:
Cost of products sold (exclusive of depreciation, amortization and depletion)		677			83			559			(35	)
Depreciation, amortization and depletion		60			7			24			(29	)
Selling, general and administrative expenses		33			8			23			(2	)
Restructuring charges		55			—			2			(53	)
Other operating expense		—			—			2			2
Operating loss		(43	)		(1	)		(32	)		10
Interest expense		68			2			8			(58	)
Loss before reorganization items, net		(111	)		(3	)		(40	)		68
Reorganization items, net		—			(1,302	)		—			(1,302	)
Net (loss) income	$	(111	)	$	1,299		$	(40	)	$	1,370

Comments to Results of Operations - Comparison of the Third Quarter

• Net sales for the third quarter of 2016 were 14% lower than the third quarter of 2015. Our sales decline was attributable to a 10% decrease in total sales volume and a 4% decrease in pricing due to the general softening of demand for coated papers, our capacity reductions at our Androscoggin mill, and the closure of our Wickliffe mill.

• Gross margin was down from 13% in the third quarter of 2015 to 5% due to the revaluation of inventory and higher maintenance costs. Maintenance costs were impacted by the change in policy to expense major outages as incurred, partially offset by favorable raw material prices.

• Depreciation, amortization and depletion for the third quarter of 2016 was 48% lower than the third quarter of 2015, attributable to capacity reductions at our Androscoggin mill, closure of the Wickliffe mill and the reduction in fair value of our property, plant & equipment as a result of adopting fresh-start accounting.

• Reorganization items, net for the Predecessor period from July 1, 2016 to July 14, 2016 was a net gain of $1,302 million, primarily attributable to adjustments to reflect the non-cash gain associated with the elimination of debt, offset by the non-cash impact of fresh-start accounting and professional fees directly associated with our Chapter 11 cases.

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Results of Operations - Comparison of the Nine Months Ended September 30, 2016 to the Nine Months Ended September 30, 2015

	Predecessor						Successor
(Dollars in millions)	Nine Months Ended September 30, 2015			January 1, 2016 Through July 14, 2016			July 15, 2016 Through September 30, 2016			Nine Month $ Change
Net sales	$	2,366		$	1,417		$	578		$	(371	)
Costs and expenses:
Cost of products sold (exclusive of depreciation, amortization and depletion)		2,062			1,249			559			(254	)
Depreciation, amortization and depletion		181			100			24			(57	)
Selling, general and administrative expenses		134			95			23			(16	)
Restructuring charges		83			151			2			70
Other operating (income) expense		—			(57	)		2			(55	)
Operating loss		(94	)		(121	)		(32	)		(59	)
Interest expense		201			39			8			(154	)
Loss before reorganization items, net		(295	)		(160	)		(40	)		95
Reorganization items, net		—			(1,338	)		—			(1,338	)
(Loss) income before income taxes		(295	)		1,178			(40	)		1,433
Income tax benefit		(2	)		—			—			2
Net (loss) income	$	(293	)	$	1,178		$	(40	)	$	1,431

Comments to Results of Operations - Comparison of the First Nine Months

• Net sales for the first nine months of 2016 were 16% lower than the first nine months of 2015. Our decline in sales was attributable to a 13% decline in total sales volume and a 3% decrease in pricing due to the general softening of demand for coated papers, our capacity reductions at our Androscoggin mill, and the closure of our Wickliffe mill.

• SG&A expenses decreased by 12% compared to the same period of the prior year, primarily as a result of synergies achieved from the NewPage acquisition. As a percentage of sales, selling, general and administrative expenses were flat year over year.

• Depreciation, amortization and depletion for the first nine months of 2016 was 31% lower than the same period of the prior year, attributable to capacity reductions at our Androscoggin mill, closure of the Wickliffe mill and the reduction in fair value of our property, plant & equipment as a result of adopting fresh-start accounting.

• Restructuring charges increased $70 million for the first nine months of 2016 compared to the same period of the prior year. Restructuring charges for the first nine months of 2016 consisted primarily of non-cash fixed asset write-down charges from the closure of the Wickliffe mill.

• Other operating income for the first nine months of 2016 increased $55 million and was primarily attributable to the sale of hydroelectric facilities in January 2016.

• Reorganization items, net for the Predecessor period from January 1, 2016 to July 14, 2016 was a net gain of $1,338 million, primarily attributable to adjustments to reflect the non-cash gain associated with the elimination of debt, offset by the non-cash impact of fresh-start accounting and professional fees directly associated with our Chapter 11 cases.

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Business Performance

Verso’s performance in the third quarter, excluding the impact of fresh-start accounting, was driven by negative pricing in the market, significant maintenance spending and poor operational performance in one of our mills on restart from a maintenance outage. These items were partially offset by favorable raw material costs.

The operational performance of the mills improved substantially in the last month of the third quarter and is projected to continue improvement in the fourth quarter. Maintenance spending is expected to be $30-35 million less in the fourth quarter than in the third quarter. The Company has announced a price increase in Supercalendered and Coated Groundwood products effective in the fourth quarter along with temporarily idling 200,000 tons of annual capacity at its Androscoggin mill.

Guidance

The Company reaffirms its Adjusted EBITDA guidance of $180-190 million for 2016. In addition, the Company is providing the following guidance:

• Fourth quarter sales of $625-645 million

• Fourth quarter Pension & OPEB cash funding of $8 million

• Full year CapEx of $70-75 million

• No cash taxes in fourth quarter

• Maintenance costs down $30-35 million in fourth quarter versus third quarter

Reconciliation of Net Income to Adjusted EBITDA

EBITDA consists of earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA reflects adjustments to EBITDA to eliminate the impact of certain items that we do not consider to be indicative of our performance. We use EBITDA and Adjusted EBITDA as a way of evaluating our performance relative to that of our peers and to assess compliance with our credit facilities. We believe that Adjusted EBITDA is an operating performance measure commonly used in our industry that provides investors and analysts with a measure of ongoing operating results unaffected by differences in capital structures, capital investment cycles, and ages of related assets among otherwise comparable companies.

We believe that the supplemental adjustments applied in calculating Adjusted EBITDA are reasonable and appropriate to provide additional information to investors.

Because EBITDA and Adjusted EBITDA are not measurements determined in accordance with accounting principles generally accepted in the United States, or “GAAP,” and are susceptible to varying calculations, EBITDA and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures of other companies. You should consider our EBITDA and Adjusted EBITDA in addition to, and not as a substitute for, or superior to, our operating or net income or cash flows from operating activities, which are determined in accordance with GAAP.

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The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA for the periods presented:

	Historical															Projected
	Predecessor												Successor			Low		High
(Dollars in millions)	Three Months Ended Sept. 30, 2015			Nine Months Ended Sept. 30, 2015			July 1, 2016 Through July 14, 2016			January 1, 2016 Through July 14, 2016			July 15, 2016 Through Sept. 30, 2016			Oct. 1, 2016 Through Dec. 31, 2016		Oct. 1, 2016 Through Dec. 31, 2016
Net (loss) income	$	(111	)	$	(293	)	$	1,299		$	1,178		$	(40	)	$	4	$	14
Income tax benefit		—			(2	)		—			—			—			—		—
Interest expense, net		68			201			2			39			8			8		8
Depreciation, amortization and depletion		60			181			7			100			24			26		26
EBITDA	$	17		$	87		$	1,308		$	1,317		$	(8	)	$	38	$	48
Adjustments to EBITDA:
Reorganization items, net (1)		—			—			(1,302	)		(1,338	)		—			—		—
Restructuring charges (2)		55			83			—			151			2			2		2
Fresh- start accounting adjustments (3)		—			—			3			3			44			—		—
Gains on disposal of assets (4)		—			—			—			(57	)		—			—		—
Pre- and post-reorganization costs (5)		—			—			—			6			2			3		3
NewPage acquisition and integration-related costs/charges (6)		7			33			—			—			—			—		—
Other items, net (7)		5			5			—			13			1			1		1
Adjusted EBITDA	$	84		$	208		$	9		$	95		$	41		$	44	$	54

(1) Net gains associated with the Chapter 11 cases.

(2) For 2016, charges are primarily associated with the closure of the Wickliffe mill, of which $137 million is non-cash. For 2015, charges represent severance and employee-related costs and other restructuring charges associated with the NewPage acquisition, the closure of the Bucksport mill and the capacity reductions at the Androscoggin and Wickliffe mills.

(3) Non-cash charges related to the one-time impacts of adopting fresh-start accounting.

(4) Realized gains on the sale of assets, which are primarily attributable to the sale of hydroelectric facilities in January 2016.

(5) Costs incurred in connection with advisory and legal services related to planning for and emerging from the Chapter 11 cases.

(6) Professional fees and other charges and integration costs incurred in connection with the NewPage acquisition, including one-time impacts of purchase accounting.

(7) Amortization of non-cash incentive compensation, unrealized losses (gains) on energy-related derivative contracts, Wickliffe operating costs while idled, and miscellaneous other non-recurring adjustments.

About Verso

Verso Corporation is the turn-to company for those looking to successfully navigate the complexities of paper sourcing and performance. The leading North American producer of printing and specialty papers and pulp, Verso provides insightful solutions that help drive improved customer efficiency, productivity, brand awareness and business results. Verso’s long-standing reputation for quality and reliability is directly tied to our vision to be a company with passion that is respected and trusted by all. Verso’s passion is rooted in ethical business practices that demand safe workplaces for our employees and sustainable wood sourcing for our products. This passion, combined with our flexible manufacturing capabilities and an unmatched commitment to product performance, delivery and service, make Verso a preferred choice among commercial printers, paper merchants and brokers, converters, publishers and other end users. For more information, visit us online at versoco.com.

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Forward-Looking Statements

In this press release, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including our expectations for sales in the third quarter of this year and capital expenditures for the remainder of the year. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “intend,” “potential” and other similar expressions. Forward-looking statements are based on currently available business, economic, financial, and other information and reflect management’s current beliefs, expectations, and views with respect to future developments and their potential effects on Verso. Actual results could vary materially depending on risks and uncertainties that may affect Verso and its business. Verso’s actual actions and results may differ materially from what is expressed or implied by these statements due to a variety of factors, including those risks and uncertainties listed from time to time in Verso’s filings with the Securities and Exchange Commission. Verso assumes no obligation to update any forward-looking statement made in this press release to reflect subsequent events or circumstances or actual outcomes.

Conference Call

Verso will host a conference call on Monday, November 14, 2016 at 3 p.m. (EST) to discuss third quarter 2016 results. Analysts and investors may access the live conference call only by dialing 888-317-6003 (U.S. toll-free), 866-284-3684 (Canada toll-free) or 412-317-6061 (international) and referencing elite entry number 0727944 and Verso Corporation. To register, please dial in 10 minutes before the conference call begins. The conference call and presentation materials can be accessed through Verso’s website at http://investor.versoco.com/ by navigating to the Financial Information page. This release and Verso’s quarterly report on Form 10-Q for the period ended September 30, 2016, will be made available on Verso’s website at http://investor.versoco.com/ by navigating to the Financial Information page.

A telephonic replay of the call can be accessed at 877-344-7529 (U.S. toll-free), 855-669-9658 (Canada toll-free) or 412-317-0088 (international), access code 10096014. The replay will be available starting at 5 p.m. (EST) Monday, November 14, 2016, and will remain available until December 14, 2016. An archive of the conference call and webcast will be available at http://www.versoco.com/ starting at 5 p.m. (EST) Monday, November 14, 2016, and will remain available for 120 days.

Investor contact:

investor.relations@versoco.com

901-369-4128

Media contact:

Kathi Rowzie

Vice President, Communications and Public Affairs

901-369-5800

kathi.rowzie@versoco.com

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EX-99.2

Exhibit 99.2

Verso Announces Strategic Business Unit Organization,

Corporate Office Consolidation and Overhead Expense Reduction Project

Implementation of Each Strategic Initiative to Begin in January 2017

MEMPHIS, Tenn. – November 14, 2016 – Verso Corporation (NYSE: VRS) today announced three strategic initiatives designed to drive increased efficiency in the allocation of its resources, reduce the company’s cost of doing business, and improve Verso’s operating and financial performance. As part of its comprehensive strategy to position the company for success in a challenging industry, Verso plans to organize its business into two strategic business units – graphic paper and specialty paper; consolidate its corporate offices in Memphis, Tennessee, and Miamisburg, Ohio, into a single headquarters to be located in Miamisburg; and improve the delivery of its support services with the objective of reducing overhead expenses by at least 10 percent on an annual basis. Planning for each of these initiatives is underway, with implementation set to begin in January 2017.

“We expect that the strategic initiatives announced today will enable Verso to be more agile in adapting to an evolving marketplace, more responsive to our customers, more efficient and cost-effective in our operations, and ultimately more financially successful,” said Robert M. Amen, Verso’s Chairman of the Board.

Strategic Business Unit Organization

The strategic organization of Verso’s business into graphic paper and specialty paper business units is intended to provide greater focus, responsiveness and accountability. Each business unit will develop and implement strategies for responding to the specific market conditions and unique customer requirements of its business segment. Each business unit will operate in a semi-autonomous manner and will be responsible for its own revenues, costs and profitability. Both business units will receive overall strategic direction from Verso’s Board of Directors and Chief Executive Officer and will be supported by a centralized administrative staff.

Verso’s graphic paper business unit will be led by Michael A. Weinhold, and its specialty paper business unit will be led by Jason J. Handel. Both Weinhold and Handel are seasoned executives at Verso with extensive backgrounds and experience in the businesses they will oversee. Currently, Weinhold serves as Senior Vice President of Sales, Marketing and Product Development, while Handel serves as Group Vice President of Technical Sales and Product Development. In the new organization, Weinhold and Handel each will have the title of President of the business unit that he leads and will report directly to Verso’s Chief Executive Officer.

“The strategic business unit organization will further strengthen Verso’s relationships with our graphic paper and specialty paper customers by allowing us to focus more closely on their distinctive business needs,” said Weinhold. “Our ultimate goal is to help our customers be more successful by meeting, and exceeding, their expectations,” Handel added. “If we can achieve these results while consistently maximizing Verso’s manufacturing efficiency and cost-effectiveness, we will make great strides toward enhancing Verso’s profitability and success for a long time to come.”

Corporate Office Consolidation

The planned consolidation of the Memphis and Miamisburg corporate offices reflects a common-sense approach to organizing and locating Verso’s support functions. Verso has about 60 employees in Memphis and more than 200 employees in Miamisburg, resulting in considerable redundancy and inefficiency. Consolidating these employees in a single location not only will reduce costs and improve efficiency, but it also will strengthen the performance of Verso’s corporate staff by fostering increased familiarity, better communication, closer camaraderie and other benefits that naturally occur when people work together.

“We understand that the planned consolidation of Verso’s corporate offices will cause disruption in the lives of the Memphis office employees who make the move to Miamisburg and will create additional challenges for those who do not,” said Kenneth D. Sawyer, Verso’s Senior Vice President of Human Resources and Communications. “Verso is committed to treating all our Memphis office employees with fairness, dignity and respect and to quickly communicating openly and honestly with each person about how this decision will affect him or her. Verso’s departmental heads and Human Resources team will begin meeting with our employees in the very near future.”

Overhead Expense Reduction Project

Verso has established a goal to reduce its overhead expenses by at least 10 percent compared to 2016. This objective is predicated on the belief that there are ways to reduce the cost of delivering the services that support Verso’s business while preserving or even improving the quality of such services. Verso intends to approach the overhead expense reduction project openly, objectively and with the singular, overarching goal of obtaining the best possible results for the company as a whole.

Since Verso completed its reorganization in July, management has been reviewing, benchmarking and analyzing the existing framework for the delivery of support services and has begun identifying ways that overhead expenses could be reduced. Verso will leverage both internal and external resources to develop a comprehensive approach to making its support services more efficient and cost-effective. Verso expects to implement the changes necessary to achieve the overhead expense savings in 2017 and to realize such savings over the course of 2017 and 2018.

“Given the significant headwinds facing our industry, Verso simply cannot afford to stand still when it comes to driving cost out of our business,” said Allen J. Campbell, Verso’s Senior Vice President and Chief Financial Officer. “We must constantly renew our focus on and commitment to efficiency and cost-effectiveness, whether at the mills, in the field or at corporate. This overhead expense reduction project is both a challenge and a necessity if we are to ensure Verso’s long-term profitability and viability.”

About Verso

Verso Corporation is the turn-to company for those looking to successfully navigate the complexities of paper sourcing and performance. The leading North American producer of printing and specialty papers and pulp, Verso provides insightful solutions that help drive improved customer efficiency, productivity, brand awareness and business results. Verso’s long-standing reputation for quality and reliability is directly tied to our vision to be a company with passion that is respected and trusted by all. Verso’s passion is rooted in ethical business practices that demand safe workplaces for our employees and sustainable wood sourcing for our products. This passion, combined with our flexible manufacturing capabilities and an unmatched commitment to product performance, delivery and service, make Verso a preferred choice among commercial printers, paper merchants and brokers, converters, publishers and other end users. For more information, visit us online at versoco.com.

2

Forward-Looking Statements

In this press release, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “intend” and other similar expressions. Forward-looking statements are based on currently available business, economic, financial and other information and reflect management’s current beliefs, expectations and views with respect to future developments and their potential effects on Verso. Actual results could vary materially depending on risks and uncertainties that may affect Verso and its business. For a discussion of such risks and uncertainties, please refer to Verso’s filings with the Securities and Exchange Commission. Verso assumes no obligation to update any forward-looking statement made in this press release to reflect subsequent events or circumstances or actual outcomes.

Media contact:

Kathi Rowzie

Vice President, Communications and Public Affairs

901-369-5800

kathi.rowzie@versoco.com

Investor contact:

901-369-4128

investor.relations@versoco.com

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