SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

531,402 ⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

531,402⁽¹⁾

0001193125-19-250811.txt : 20190923 0001193125-19-250811.hdr.sgml : 20190923 20190923085352 ACCESSION NUMBER: 0001193125-19-250811 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20190920 DATE AS OF CHANGE: 20190923 GROUP MEMBERS: ANDREW M. BURSKY GROUP MEMBERS: ATLAS CAPITAL GP II LP GROUP MEMBERS: ATLAS CAPITAL GP III LP GROUP MEMBERS: ATLAS CAPITAL RESOURCES GP II LLC GROUP MEMBERS: ATLAS CAPITAL RESOURCES GP III LLC GROUP MEMBERS: ATLAS CAPITAL RESOURCES II LP GROUP MEMBERS: ATLAS CAPITAL RESOURCES III LP GROUP MEMBERS: LAPETUS CAPITAL III LLC GROUP MEMBERS: TIMOTHY J. FAZIO 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84029 FILM NUMBER: 191106319 BUSINESS ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 BUSINESS PHONE: (877) 855-7243 MAIL ADDRESS: STREET 1: 8540 GANDER CREEK DRIVE CITY: MIAMISBURG STATE: OH ZIP: 45342 FORMER COMPANY: FORMER CONFORMED NAME: Verso Paper Corp. DATE OF NAME CHANGE: 20071213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lapetus Capital II LLC CENTRAL INDEX KEY: 0001765298 IRS NUMBER: 475472593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 NORTHFIELD STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 622 9138 MAIL ADDRESS: STREET 1: 100 NORTHFIELD STREET CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 d808049dsc13d.htm SC 13D SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Verso Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

92531L207

(CUSIP Number of Class of Securities)

Michael O’Donnell, Esq.

Atlas FRM LLC

100 Northfield Street

Greenwich, Connecticut 06830

Telephone: (203) 622-9138

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Steven A. Seidman, Esq.

Mark A. Cognetti, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

September 10, 2019

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 92531L207				Page 2 of 18 Pages


1		NAME OF REPORTING PERSON Lapetus Capital II LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 3 of 18 Pages


1		NAME OF REPORTING PERSON Atlas Capital Resources II LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 4 of 18 Pages


1		NAME OF REPORTING PERSON Atlas Capital GP II LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 5 of 18 Pages


1		NAME OF REPORTING PERSON Atlas Capital Resources GP II LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 6 of 18 Pages


1		NAME OF REPORTING PERSON Lapetus Capital III LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 7 of 18 Pages


1		NAME OF REPORTING PERSON Atlas Capital Resources III LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 8 of 18 Pages


1		NAME OF REPORTING PERSON Atlas Capital GP III LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 9 of 18 Pages


1		NAME OF REPORTING PERSON Atlas Capital Resources GP III LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 10 of 18 Pages


1		NAME OF REPORTING PERSON Andrew M. Bursky
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D


CUSIP No. 92531L207				Page 11 of 18 Pages


1		NAME OF REPORTING PERSON Timothy J. Fazio
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS N/A
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2)	All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

Item 1.

Security and Issuer

This Schedule 13D relates to Class A common stock, par value $0.01 per share (“Common Stock”), of Verso Corporation (the “Issuer”), having its principal executive offices at 8540 Gander Creek Drive, Miamisburg, Ohio 45342.

Item 2.

Identity and Background

(a) This Schedule 13D is filed jointly by:

(i) Lapetus Capital II LLC, a Delaware limited liability company (“Lapetus II”). Lapetus II is the direct record owner of 100 shares of Common Stock of the Issuer, and direct beneficial owner of 531,302 shares of Common Stock of the Issuer;

(ii) Atlas Capital Resources II LP, a Delaware limited partnership (“ACR II”), is the majority and controlling member of Lapetus II;

(iii) Atlas Capital GP II LP, a Delaware limited partnership (“AC GP II”), is the general partner of ACR II;

(iv) Atlas Capital Resources GP II LLC, a Delaware limited liability company (“ACR GP II”), is the general partner of AC GP II;

(v) Lapetus Capital III LLC, a Delaware limited liability company (“Lapetus III”). Lapetus III is the direct beneficial owner of 1,790,512 shares of Common Stock of the Issuer;

(vi) Atlas Capital Resources III LP, a Delaware limited partnership (“ACR III”), is the majority and controlling member of Lapetus III;

(vii) Atlas Capital GP III LP, a Delaware limited partnership (“AC GP III”), is the general partner of ACR III;

(viii) Atlas Capital Resources GP III LLC, a Delaware limited liability company (“ACR GP III”), is the general partner of AC GP III; and

(ix) Andrew M. Bursky and Timothy J. Fazio, each a United States citizen and a manager and Managing Partner of ACR GP II and ACR GP III, each of whom may be deemed to control Lapetus II, ACR II, AC GP II and Lapetus III, ACR III and AC GP III.

Each of Messrs. Bursky and Fazio, together with Lapetus II, ACR II, AC GP II, ACR GP II, Lapetus III, ACR III, AC GP III and ACR GP III are sometimes collectively referred to herein as the “Reporting Persons” and each individually as a “Reporting Person.”

Each Reporting Person expressly disclaims beneficial ownership with respect to any Common Stock of the Issuer, other than the common stock of the Issuer owned directly by such Reporting Person.

Set forth on Schedule I hereto is the (i) name, (ii) business address, (iii) present principal occupation or employment and (iv) citizenship of all of the directors and executive officers or persons holding equivalent positions of the Reporting Persons (collectively, the “Scheduled Persons”, and each a “Scheduled Person”).

(b) The address of the principal business office of each of the Reporting Persons is 100 Northfield Street, Greenwich, Connecticut 06830. Schedule I hereto sets forth the principal business address of each Scheduled Person.

(i) Lapetus II, ACR II, Lapetus III and ACR III make private equity and related investments in business organizations;

(ii) AC GP II is the general partner of ACR II and certain other funds;

(iii) ACR GP II is the general partner of AC GP II;

(iv) AC GP III is the general partner of ACR III and certain other funds;

(iii) ACR GP III is the general partner of AC GP III;

(iv) Messrs. Bursky and Fazio are Managing Partners of ACR GP II and ACR GP III.

Schedule I hereto sets forth the principal occupation or employment of each Scheduled Person.

(d) None of the Reporting Persons, nor, to the best of their knowledge, any Scheduled Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons, nor, to the best of their knowledge, any Scheduled Person, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a) for the citizenship of the Reporting Persons. Schedule I hereto sets forth the citizenship of each Scheduled Person.

Item 3.

Source and Amount of Funds or Other Consideration

The 2,321,914 shares of Common Stock beneficially owned in the aggregate by the Reporting Persons were acquired in open market transactions. The Reporting Persons expended an aggregate of approximately $34.7 million to acquire the 2,321,914 shares of Common Stock reported as beneficially owned by them in this Schedule 13D, which purchases were made in part with working capital from capital contributions and/or funds from lines of credit in the ordinary course of business of certain of the Reporting Persons. No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

Item 4.

Purpose of Transaction

The Reporting Persons acquired shares of Common Stock of the Issuer for investment purposes.

By virtue of the agreements and arrangements among the Reporting Persons and the Blue Wolf Persons (as defined below) described in this Schedule 13D, the Reporting Persons may be deemed members of a “group” (within the meaning of Rule 13d-5 under the Act) with the Blue Wolf Persons.

Although the Reporting Persons are considering plans or proposals with respect to their investment in the Issuer that could relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except to the extent described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any such matters.

On June 26, 2019, Lapetus II delivered a nomination notice (the “Nomination Notice”) to the Issuer which is attached as Exhibit 99.2 to this Schedule 13D, nominating four highly-qualified individuals, Marvin Cooper, Sean T. Erwin, Jeffrey E. Kirt and Timothy Lowe (collectively, the “Nominees”), for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2019 annual meeting of stockholders (the “Annual Meeting”). The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets that will make them valuable additions to the Board.

The Reporting Persons and the Nominees have engaged, and may continue to engage, in discussions with representatives of the Issuer, including current members of the Board, regarding Board representation and the composition of the Board, generally.

The Nomination Notice also includes a notice to the Issuer that the Reporting Persons intend to submit, for a stockholder vote at the Annual Meeting, a resolution that would repeal any provision of the Bylaws of the Issuer in effect at the time of the Annual Meeting that was not included in the Bylaws of the Issuer in effect as of June 26, 2019 and as publicly filed with the Securities and Exchange Commission (the “SEC”) prior to June 26, 2019.

Prior to August 9, 2019, the Reporting Persons and certain of their affiliates, together with the Blue Wolf Persons and certain of their affiliates have previously made proposals to and engaged in discussions with the Issuer, certain of which proposals, had they been effected or consummated, would have resulted in one or more of the events described in Item 4 of Schedule 13D (the “Prior Proposals”), including the acquisition and ownership by the Reporting Persons and the Blue Wolf Persons of a majority of the outstanding shares of Common Stock of the Issuer. None of the Prior Proposals or any discussions between the Issuer and the Reporting Persons and/or any of their affiliates resulted in definitive agreements or transactions between any Reporting Person and the Issuer. All Prior Proposals by the Reporting Persons and their affiliates have been withdrawn and none of the Prior Proposals constitutes a current or present plan or proposal of the Reporting Persons with respect to the Issuer. The Reporting Persons would be receptive in the event the Issuer initiated discussions with respect to certain strategic alternatives available to the Issuer, including investments by the Reporting Persons in the Issuer. There are no assurances that any such discussions will take place or that any transaction will result from any such discussions.

The Reporting Persons have had discussions with certain members of the Board, management of the Issuer and the Issuer’s financial advisor, and are considering engaging in discussions with members of the Board, management of the Issuer, its financial advisor or other representatives of the Issuer, other stockholders of the Issuer, knowledgeable industry or market observers, or other persons, regarding the Issuer, including but not limited to its operations, strategy, management, capital structure, their investment in the Issuer and strategic alternatives that may be available to the Issuer. Such discussions may concern ideas, plans or proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other securities or derivative instruments related thereto or selling some or all of their shares of Common Stock or other securities or derivative instruments, engaging in hedging or similar transactions with respect to the Common Stock and, alone or with others, may engage in communications with directors and officers of the Issuer, other stockholders of the Issuer or other third parties or may take steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including Board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, the matters set forth in subparagraphs (a)—(j) of Item 4 of Schedule 13D or any action similar to those enumerated above.

Item 5.

Interest in Securities of the Issuer

The information contained on the cover pages of this Schedule 13D is incorporated by reference. All percentages of Common Stock outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

(a) and (b)

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 2,321,914 shares of Common Stock, representing 6.69% of the outstanding shares. This amount includes 100 shares of Common Stock held directly by Lapetus II.

(i) Lapetus II has shared voting and dispositive power over 531,402 shares of Common Stock, including 100 shares of Common Stock held in record by Lapetus II, representing 1.53% of the outstanding shares;

(ii) ACR II has shared voting and dispositive power of 531,402 shares, in the aggregate, of Common Stock beneficially owned and held directly by Lapetus II, representing 1.53% of the outstanding shares;

(iii) AC GP II, by virtue of its status as the general partner of ACR II and certain other funds, has shared voting and dispositive power of 531,402 shares of Common Stock, representing 1.53% of the outstanding shares;

(iv) ACR GP II, by virtue of its status as the general partner of AC GP II, has shared voting and dispositive power of 531,402 shares of Common Stock, representing 1.53% of the outstanding shares;

(v) Lapetus III has shared voting and dispositive power over 1,790,512 shares of Common Stock, representing 5.16% of the outstanding shares;

(vi) ACR III has shared voting and dispositive power of 1,790,512 shares of Common Stock beneficially owned by Lapetus III, representing 5.16% of the outstanding shares;

(vii) AC GP III, by virtue of its status as the general partner of ACR III and certain other funds, has shared voting and dispositive power of 1,790,512 shares of Common Stock, representing 5.16% of the outstanding shares;

(viii) ACR GP III, by virtue of its status as the general partner of AC GP III, has shared voting and dispositive power of 1,790,512 shares of Common Stock, representing 5.16% of the outstanding shares;

(ix) each of Messrs. Bursky and Fazio, by virtue of his status as a Managing Partner of ACR GP II and ACR GP III, has shared voting and dispositive power of 2,321,914 shares of Common Stock, representing 5.16% of the outstanding shares.

Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned of record by such Reporting Person.

By virtue of the agreements and arrangements among the Reporting Persons and the Blue Wolf Persons described in this Schedule 13D, the Reporting Persons may be deemed members of a “group” (within the meaning of Rule 13d-5 under the Act) with the Blue Wolf Persons. Blue Wolf Capital Partners LLC, BW Coated LLC, Blue Wolf Capital Fund IV, L.P., Blue Wolf Capital Advisors IV, L.P., Blue Wolf Capital Advisors IV LLC and Adam Blumenthal (collectively, the “Blue Wolf Persons”) are filing a separate Schedule 13D reporting beneficial ownership of shares of Common Stock. Each of the Reporting Persons is responsible only for the information contained in this Schedule 13D and assumes no responsibility for information contained in any Schedule 13D or any amendment thereto filed by the Blue Wolf Persons. The security interests reported in this Schedule 13D do not include security interests owned by the Blue Wolf Persons. If the Reporting Persons and the Blue Wolf Persons are deemed to have formed a “group” (within the meaning of Rule 13d-5 under the Act), as of September 20, 2019 such group may be deemed to beneficially own an aggregate of 2,321,914 shares of Common Stock for the purpose of Rule 13d-3 under the Act, which would constitute approximately 7.40% of the issued and outstanding shares of Common Stock based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019. The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock or other securities held by the Blue Wolf Persons.

(c) Schedule II hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons in the past 60 days. All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The Reporting Persons have entered into an agreement (the “Joint Filing Agreement”), with respect to the joint filing of this statement and any amendment hereto, pursuant to Rule 13d-1(k)(1) promulgated under the Act. The description of the Joint Filing Agreement contained in this Schedule 13D is qualified in its entirety by reference to the full text of the Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 hereto and which is incorporated herein by reference.

On June 26, 2019, Atlas FRM LLC, an affiliate of the Reporting Persons (“Atlas”), entered into Nomination Agreements with Marvin Cooper, Sean T. Erwin, Jeffrey E. Kirt and Timothy Lowe (the “Nomination Agreements”). Pursuant to such agreements, Atlas has agreed to indemnify Mr. Cooper, Mr. Erwin, Mr. Kirt and Mr. Lowe for certain potential claims in connection with their standing as candidates for election to the Board. Atlas has also agreed to reimburse Mr. Cooper, Mr. Erwin, Mr. Kirt and Mr. Lowe for reasonable and documented out-of-pocket travel and related expenses, subject to a certain cap, incurred by each of Mr. Cooper, Mr. Erwin, Mr. Kirt and Mr. Lowe in connection with their service as a Nominee. The foregoing description of the Nomination Agreements is not complete and is qualified in its entirety by reference to the Nomination Agreements attached as Exhibit 99.3, Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 to this Schedule 13D, which are incorporated herein by reference.

The Reporting Persons and the Blue Wolf Persons have entered into an informal oral agreement pursuant to which the Reporting Persons and the Blue Wolf Persons agreed to (i) consult with each other with respect to their investment in the Issuer; (ii) coordinate all trading in shares of Common Stock; and (iii) to vote all shares of Common Stock with respect to which it has sole voting power in favor of the persons nominated by Lapetus II for election to the Board of Directors of the Issuer at the Issuer’s 2019 Annual Meeting of Stockholders and in favor of any procedural actions or matters related to the nomination of such candidates.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer.

Item 7.

Material to be Filed as Exhibits



99.1		Joint Filing Agreement, dated as of September 20, 2019, by and among the Reporting Persons

99.2		Nomination Notice, dated as of June 26, 2019

99.3		Nomination Agreement, dated as of June 26, 2019, between Atlas and Marvin Cooper

99.4		Nomination Agreement, dated as of June 26, 2019, between Atlas and Sean T. Erwin

99.5		Nomination Agreement, dated as of June 26, 2019, between Atlas and Jeffrey E. Kirt

99.6		Nomination Agreement, dated as of June 26, 2019, between Atlas and Timothy Lowe

[Signatures on following page]

SIGNATURES

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


Dated: September 20, 2019	Lapetus Capital II LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Vice President

Dated: September 20, 2019	Atlas Capital Resources II LP

		By: Atlas Capital GP II LP, its general partner

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital GP II LP

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital Resources GP II LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Lapetus Capital III LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Vice President


Dated: September 20, 2019	Atlas Capital Resources III LP

		By: Atlas Capital GP II LP, its general partner

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital GP III LP

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital Resources GP III LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	/a/ Andrew M. Bursky
	Andrew M. Bursky

Dated: September 20, 2019	/s/ Timothy J. Fazio
	Timothy J. Fazio

EX-99.1 2 d808049dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

THIS JOINT FILING AGREEMENT is entered into as September 20, 2019, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Class A Common Stock, par value $0.01 of Verso Corporation and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.


Dated: September 20, 2019	Lapetus Capital II LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Vice President

Dated: September 20, 2019	Atlas Capital Resources II LP

		By: Atlas Capital GP II LP, its general partner

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital GP II LP

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital Resources GP II LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner


Dated: September 20, 2019	Lapetus Capital III LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Vice President

Dated: September 20, 2019	Atlas Capital Resources III LP

		By: Atlas Capital GP II LP, its general partner

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital GP III LP

		By: Atlas Capital Resources GP II LLC, its general partner

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	Atlas Capital Resources GP III LLC

	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner

Dated: September 20, 2019	/s/ Andrew M. Bursky
	Andrew M. Bursky

Dated: September 20, 2019	/s/ Timothy J. Fazio
	Timothy J. Fazio

SCHEDULE I

Lapetus Capital II LLC

Lapetus Capital III LLC


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Andrew M. Bursky	100 Northfield Street Greenwich, CT 06830	President and Chief Executive Officer	United States

Timothy J. Fazio	100 Northfield Street Greenwich, CT 06830	Vice President	United States

Philip E. Schuch	100 Northfield Street Greenwich, CT 06830	Chief Financial Officer, Treasurer and Secretary	United States

Cheri Reeve	100 Northfield Street Greenwich, CT 06830	Assistant Treasurer and Assistant Secretary	United States

Atlas Capital Resources GP II LLC


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Andrew M. Bursky	100 Northfield Street Greenwich, CT 06830	Managing Partner	United States

Timothy J. Fazio	100 Northfield Street Greenwich, CT 06830	Managing Partner	United States

Philip E. Schuch	100 Northfield Street Greenwich, CT 06830	Partner and Chief Financial Officer	United States

Sam G. Astor	100 Northfield Street Greenwich, CT 06830	Partner	United States

Daniel E. Cromie	100 Northfield Street Greenwich, CT 06830	Partner	United States

Edward J. Fletcher	100 Northfield Street Greenwich, CT 06830	Partner	United States

Jacob D. Hudson	100 Northfield Street Greenwich, CT 06830	Partner	United States

Atlas Capital Resources GP III LLC


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Andrew M. Bursky	100 Northfield Street Greenwich, CT 06830	Managing Partner	United States

Timothy J. Fazio	100 Northfield Street Greenwich, CT 06830	Managing Partner	United States

Jacob D. Hudson	100 Northfield Street Greenwich, CT 06830	Managing Partner	United States

Sam G. Astor	100 Northfield Street Greenwich, CT 06830	Partner	United States

David A. Fillippelli	100 Northfield Street Greenwich, CT 06830	Partner	United States

Edward J. Fletcher	100 Northfield Street Greenwich, CT 06830	Partner	United States

Jerome E. Lay	100 Northfield Street Greenwich, CT 06830	Partner	United States

Philip E. Schuch	100 Northfield Street Greenwich, CT 06830	Partner	United States

Michael W. Sher	100 Northfield Street Greenwich, CT 06830	Partner	United States

Jason M. Squire	100 Northfield Street Greenwich, CT 06830	Partner	United States

SCHEDULE II


Reporting Person	Trade Date		Shares Purchased (Sold)		Price
Lapetus Capital III LLC		9/10/2019		224,580	$	10.9462	¹
Lapetus Capital III LLC		9/11/2019		115,095	$	11.3197	²
Lapetus Capital III LLC		9/12/2019		56,788	$	11.2313	³
Lapetus Capital III LLC		9/13/2019		500	$	11.5000	⁴
Lapetus Capital III LLC		9/16/2019		3,234	$	11.4998	⁵
Lapetus Capital III LLC		9/17/2019		82,834	$	11.3497	⁶
Lapetus Capital III LLC		9/18/2019		27,049	$	11.3684	⁷
Lapetus Capital III LLC		9/19/2019		75,377	$	11.5772	⁸
Lapetus Capital III LLC		9/20/2019		72,000	$	11.8808	⁹

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $10.325 to $11.26. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.06 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.08 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁴

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.50 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁵

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.495 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁶

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.070 to $11.52. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁷

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.05 to $11.60. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁸

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.455 to $11.69. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁹

The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.5900 to $11.97. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

EX-99.2 3 d808049dex992.htm EX-99.2 EX-99.2

EXHIBIT 99.2

Nomination Notice, dated as of June 26, 2019

Lapetus Capital II LLC

100 Northfield Street

Greenwich, Connecticut 06830

June 26, 2019

VIA PERSONAL DELIVERY AND EMAIL

Verso Corporation

8540 Gander Creek Drive

Miamisburg, Ohio 45342

Attention: St. John Daugherty, Corporate Secretary

Email: stjohn.daugherty@verso.com

Re:

Notice of Nominations of Persons for Election to the Board of Directors of Verso Corporation

Dear Ms. Daugherty:

Pursuant to and in accordance with the requirements of Section 2.14 of Article II of the Amended and Restated Bylaws, filed with the Securities and Exchange Commission on July 15, 2016 (the “Bylaws”) of Verso Corporation, a Delaware corporation (the “Corporation”), Lapetus Capital II LLC, a Delaware limited liability company (the “Record Holder”) hereby gives notice (“Notice”), with respect to the 2019 annual meeting of stockholders of the Corporation, or a special meeting of stockholders of the Corporation at which directors are to be elected, or any other meeting of stockholders held in lieu thereof, and at any and all adjournments, postponements, reschedulings or continuations thereof (collectively, the “Stockholder Meeting”), of (i) its nominations of Marvin Cooper, Sean T. Erwin, Jeffrey E. Kirt and Timothy Lowe (each a “Nominee” and collectively, the “Nominees”) to stand for election as directors of the Corporation (the “Nominations”) and (ii) the proposal set forth on Exhibit E (the “Proposal”).

The date of the Corporation’s 2018 annual meeting of stockholders was September 24, 2018 (the “2018 Annual Meeting”). Accordingly, we are providing this Notice, in accordance with Section 2.14 of Article II of the Bylaws, not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary date of the 2018 Annual Meeting.

All information required to be included in this Notice pursuant to the Bylaws has been provided by the Record Holder, including on behalf of the Beneficial Owners (as defined below), and the Nominees. Information included in any subsection below shall also be deemed to be information provided in response to items requested in any other subsection of this Notice. The inclusion or incorporation by reference of information in this Notice shall not be deemed to constitute an admission that any such information is required by Section 2.14 of Article II, or any other sections of the Bylaws. Where information sought by Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would be answered in the negative and no response would be required to be included in a proxy statement, this Notice may omit such negative response.

The Exhibits and Annexes hereto and all attachments thereto are hereby incorporated into and made a part of this Notice. Accordingly, all matters disclosed in any part of this Notice, including the Exhibits and Annexes hereto and all attachments thereto, should be deemed disclosed for all purposes of this Notice. All uppercase terms appearing in the Annexes and all attachments thereto that are not defined in such Annexes and attachments shall have the meanings given in the body of this Notice or the Annexes and all attachments thereto, as applicable.

Verso Corporation

June 26, 2019

Page 2

I.	INFORMATION REGARDING THE RECORD HOLDER

(A)

the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner

The Record Holder believes that the name and address of the Record Holder as it appears on the Corporation’s books is Lapetus Capital II LLC, 100 Northfield Street, Greenwich, Connecticut 06830. Exhibit A lists the names and addresses of the Beneficial Owners (as defined below).

(B)

the class or series and number of shares of the Corporation’s capital stock that are, directly or indirectly, owned beneficially and of record by such stockholder and by such beneficial owner

As of the date hereof, the Record Holder is the holder of record of, and is entitled to vote at the Stockholder Meeting, 100 shares of Class A common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) and is the direct beneficial owner of 531,402 shares of Common Stock (including the 100 shares of Common Stock of which the Record Holder is the holder of record). As evidence of the 100 shares of Common Stock owned of record by the Record Holder, please see attached Exhibit B, which is a copy of the Direct Registration Advice Statement issued to the Record Holder by the Corporation’s transfer agent.

Exhibit A attached hereto provides the current ownership information of the Record Holder and certain of its affiliates (the “Beneficial Owners”).

(C)

a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee

The Record Holder proposes to nominate the Nominees for election as directors of the Corporation at the Stockholder Meeting and to make the Proposal.

Each of Mr. Cooper, Mr. Erwin, Mr. Kirt and Mr. Lowe is party to an agreement substantially in the form attached hereto as Annex IV, pursuant to which Atlas FRM LLC, an affiliate of the Record Holder has agreed (i) to indemnify such Nominee with respect to certain costs incurred by such Nominee in connection with the proxy contest relating to the Stockholder Meeting and (ii) to reimburse certain fees to such Nominee in certain circumstances (the “Nomination Agreement”). The Record Holder and each of the Nominees have agreed in the respective Nomination Agreement that none of the provisions of the respective Nomination Agreement may derogate from, or in any manner limit, the exercise of the Nominee of his fiduciary duties in the event that he is elected as a director at the Stockholder Meeting.

Each Nominee, the Record Holder and each Beneficial Owner have an interest in the election of directors at the Stockholder Meeting: (i) directly and/or indirectly through the beneficial ownership (if any) of shares of Common Stock, as described on Exhibit A, and any applicable attachments and exhibits hereto; and/or (ii) pursuant to the Nomination Agreement.

Verso Corporation

June 26, 2019

Page 3

(D)

a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such stockholder or such beneficial owner with respect to shares of capital stock of the Corporation

None.

(E)

a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination

The Record Holder hereby represents that it is a holder of record of stock of the Corporation entitled to vote at the Stockholder Meeting and it intends to appear in person or by proxy at the Stockholder Meeting to propose to nominate the Nominees for election as directors of the Corporation and to make the Proposal. The Record Holder intends to remain the record owner of 100 shares of Common Stock as of the record date for the Stockholder Meeting and as of the date of the Stockholder Meeting.

(F)

a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination

The Record Holder hereby represents that it or its Beneficial Owners intend to (A) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the Proposal or elect the Nominees and/or (B) otherwise to solicit proxies or votes from the Corporation’s stockholders in support of the Nominations and the Proposal.

(G)

any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder

Please see additional information set forth in Section III below under the headings “Information Regarding the Participants and the Participant Associates” and “Information Regarding the Solicitation.”

Verso Corporation

June 26, 2019

Page 4

II.

INFORMATION REGARDING THE NOMINEES

The name, age and business address of the Nominees is as follows:


Name	Age	Business Address

Marvin Cooper	75	[Redacted]

Sean T. Erwin	68	[Redacted]

Jeffrey E. Kirt	46	[Redacted]

Timothy Lowe	61	[Redacted]

(A)

all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act

Please see additional information set forth in this Section II and Section III below under the headings “Information Regarding the Participants and the Participant Associates” and “Information Regarding the Solicitation.”

(B)

such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected

As required by Section 2.14(c) of the Bylaws, each of the Nominees has consented to being nominated and being named as a Nominee in this Notice for election as a director of the Corporation, in the proxy statement to be filed with the Securities and Exchange Commission (the “Commission”) and distributed to stockholders of the Corporation by the Record Holder and in other materials in connection with the solicitation of proxies from the Corporation’s stockholders in connection with the Stockholder Meeting, and to serve as a director of the Corporation, if so elected (each, a “Consent” and collectively, the “Consents”). Such Consents are set forth on Annex I hereto.

(C)

a completed written questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request)

Annex II sets forth the completed written questionnaires of each Nominee (the “Proposed Nominee Questionnaires”) with respect to the background, qualifications, stock ownership and independence of each Nominee, and the background of any other person or entity on whose behalf the nomination is being made required pursuant to Section 2.14(e)(1) of the Bylaws. Each of the Proposed Nominee Questionnaires is deemed supplemented by the description of the Nomination Agreements included below (and any other relevant information in this Notice).

Verso Corporation

June 26, 2019

Page 5

(D)

a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and, if elected as a director during his or her term of office, will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question in his or her capacity as a director (a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect)

Pursuant to Section 2.14(e)(2) of Article II of the Bylaws, each of the Nominees has represented and agreed in the attached agreements (each a “Corporation Nominee Agreement” and collectively, the “Corporation Nominee Agreements”) that such Nominee (A) is not and, if elected as a director during his or her term of office, will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Nominee, if elected as a director of the Corporation, will act or vote on any issue or question in his or her capacity as a director (a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such Nominee’s ability to comply, if elected as a director of the Corporation, with such Nominee’s fiduciary duties under applicable law; (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation; and (C) in such Nominee’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

Such Corporation Nominee Agreements are attached hereto as Annex III.

Material Proceedings

There are no material proceedings to which any Nominee is a party adverse to the Corporation or any of its subsidiaries or has a material interest adverse to the Corporation or any of its subsidiaries.

Absence of Any Family Relationships

None of the Nominees have any family relationship with any director or executive officer of the Corporation.

Verso Corporation

June 26, 2019

Page 6

Biographical Information

Marvin Cooper, 75, previously served as the Chief Operating Officer and Executive Vice President of Domtar Corporation until his retirement in 2009. Previously, he served as Senior Vice President of Pulp, Paper, Containerboard Manufacturing and Engineering of Weyerhaeuser Co. from February 2002 to October 2006. Mr. Cooper’s responsibilities included the operation of Weyerhaeuser’s pulp, paper and containerboard mills, and overseeing the engineering operations. Before joining Weyerhaeuser, Mr. Cooper was with Willamette Industries for 22 years. Mr. Cooper served as an Executive Vice President of Willamette Industries Inc., Pulp and Paper Mills beginning in May 1997 until Willamette was acquired by Weyerhaeuser Co. in 2002. He served as Group Vice President, Pulp and Paper Mills from May 1996 to May 1997 and Division Vice President – Fine Paper Mills from May 1989 to May 1996. He also served as Regional Manager of Willamette from May 1982 to May 1989 and Mill Manager from May 1980 to May 1982. Mr. Cooper also served on the Board of Directors of Domtar Corporation from 2006 until 2009. Mr. Cooper received his bachelor of science in engineering from Virginia Polytechnic Institute and State University.

Mr. Cooper has not held any position or office with the Corporation and, to his knowledge, none of the positions he has held or is currently holding are or were with a corporation or organization that is a parent, subsidiary, or affiliate of the Corporation.

In concluding that Mr. Cooper should serve as a director of the Corporation, the Record Holder considered his relevant prior experience in the paper and pulp industry and his leadership qualities gained over decades of management. Mr. Cooper has the organizational and management skills that would be useful to the Corporation. For these reasons, the Record Holder believes Marvin Cooper should serve as a director of the Corporation.

Sean T. Erwin, 68, is the former Chairman of the Board of Directors of Neenah Paper, Inc., where he served from November 2004 until May 2019. Mr. Erwin served as the Chief Executive Officer and President at Neenah Paper, Inc. from November 2004 to May 2011. Prior to the spin-off of Neenah Paper, Inc. from Kimberly-Clark Corporation in 2004, he served as an employee of Kimberly-Clark from 1978 and had held increasingly senior positions in both finance and business management. In January 2004, Mr. Erwin was named President of Kimberly Clark’s Pulp and Paper Sector, which comprised the businesses transferred to Neenah Paper, Inc. by Kimberly Clark in the spin-off. While at Kimberly Clark, he served as the President of the Global Nonwoven business from early 2001, served as the President of the European Consumer Tissue business, Managing Director of Kimberly Clark Australia, as well as previously serving as President of the Pulp and Paper Sector, and President of the Technical Paper business. Mr. Erwin served as a director of Carmike Cinemas, Inc. from May 2012 to December 2016. Mr. Erwin received his BS in Accounting and Finance from Northern Illinois University.

Mr. Erwin has not held any position or office with the Corporation and, to his knowledge, none of the positions he has held or is currently holding are or were with a corporation or organization that is a parent, subsidiary, or affiliate of the Corporation.

In concluding that Mr. Erwin should serve as a director of the Corporation, the Record Holder considered his financial expertise and extensive leadership experience within the paper and pulp industry. Mr. Erwin has the organizational and leadership skills that would be useful to the Corporation. For these reasons, the Record Holder believes Sean T. Erwin should serve as a director of the Corporation.

Verso Corporation

June 26, 2019

Page 7

Jeffrey E. Kirt, 46, is the Founder, Chief Executive Officer and Managing Partner of Fifth Lake Management, LLC, an investment manager focused on direct investments in private equity and special situations, and certain affiliates. Prior to founding Fifth Lake Management, LLC in July 2017, Mr. Kirt was a Partner at Pamplona Capital Management, L.P. from October 2014 to July 2017, and a Partner at Oak Hill Advisors, L.P. from July 2002 to September 2014, where he focused on making private equity and special situations investments in the industrial, aerospace, defense, business services and financial services sectors in the United States and Europe. From January 2010 until October 2014, Mr. Kirt served as a director of Capital Bank Financial Corp., a Federal Reserve and OCC regulated banking institution. Mr. Kirt also previously served as a director of Cooper Standard Holdings, Inc., a global supplier of systems and components for the automotive industry, from May 2010 until October 2014, and Avolon Aerospace, Ltd. from December 2010 to October 2014. Mr. Kirt received his Bachelor of Arts in Economics with Distinction from Yale University.

Mr. Kirt has not held any position or office with the Corporation and, to his knowledge, none of the positions he has held or is currently holding are or were with a corporation or organization that is a parent, subsidiary, or affiliate of the Corporation.

In concluding that Mr. Kirt should serve as a director of the Corporation, the Record Holder considered his significant prior experience in the industrial and service sectors and past experience in sourcing, evaluating and managing investments, primarily in turnaround situations with influence on the governance of entities, as well as his prior experience serving as a director to corporations that would provide a valuable perspective to the Corporation. Mr. Kirt has the organizational and leadership skills that would be useful to the Corporation. For these reasons, the Record Holder believes Jeffrey E. Kirt should serve as a director of the Corporation.

Timothy Lowe, 61, serves as a director on the Board of Directors of Twin Rivers Paper Company, a specialty lightweight paper and dimensional lumber manufacturer. Mr. Lowe has served as a director of Twin Rivers Paper Company since June 2013, and was Chairman of the Board of Directors from June 2016 until March 2019. From June 2013 to June 2016, Mr. Lowe served as Chief Executive Officer of Twin Rivers Paper Company, helping to craft and implement a turn-around of the company, turning it into a leading integrated producer of high-quality forest products. From January 2012 until May 2013, Mr. Lowe was the Chief Operating Officer of Finch Paper LLC. Before 2013, Mr. Lowe led the successful operational and financial turnaround of Northern Resources Nova Scotia Corporation, an integrated forest products company located in Pictou, Nova Scotia, which was the parent company of Northern Pulp Nova Scotia LLC, of which Mr. Lowe served as Chief Executive Officer from August 2009 until August 2011. Prior to 2011, Mr. Lowe also held multiple operational positions at Domtar, including as General Manager of the Woodland, Maine pulp mill.

Mr. Lowe has not held any position or office with the Corporation and, to his knowledge, none of the positions he has held or is currently holding are or were with a corporation or organization that is a parent, subsidiary, or affiliate of the Corporation.

In concluding that Mr. Lowe should serve as a director of the Corporation, the Record Holder considered Mr. Lowe’s extensive operational record within the forest and paper products industry, including his successful turnaround of Twin Rivers Paper Company and Northern Resources Nova Scotia Corporation. Mr. Lowe has the organizational and leadership skills that would be useful to the Corporation. For these reasons, the Record Holder believes Timothy Lowe should serve as a director of the Corporation.

Verso Corporation

June 26, 2019

Page 8

Certain Arrangements

Mr. Cooper serves on the Advisory Board of Twin Rivers Paper Company, an affiliate of the Record Holder and Beneficial Owners (“Twin Rivers”). Mr. Cooper receives compensation from Twin Rivers for his service on the Advisory Board of Twin Rivers.

In connection with his service as a director and as the Chairman of the Board of Directors of Twin Rivers, Mr. Lowe receives compensation from Twin Rivers. In addition, Mr. Lowe provides pulp, paper and power generation industry advisory services to affiliates of the Beneficial Owners and receives compensation in connection with such services.

While there are no agreements, arrangements or understandings, during the past three years, certain of the Beneficial Owners have co-invested in entities with Mr. Kirt.

Absence of Involvement in Certain Legal Proceedings

During the past ten years:

(a)

No petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of, any Nominee, or any partnership in which any Nominee was a general partner at or within two years before the time of such filing, or any corporation or business association of which the Nominee was an executive officer at or within two years before the time of such filing;

(b)

No Nominee has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c)

No Nominee has been the subject of any administrative or court order, judgment, decree or consent agreement, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities:

(i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the U.S. Commodity Futures Trading Commission (the “CFTC”), or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)

engaging in any type of business practice or activity; or

(iii)

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Verso Corporation

June 26, 2019

Page 9

(d)

No Nominee has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;

(e)

No Nominee has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, where the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated;

(f)

No Nominee has been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any Federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;

(g)

No Nominee has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i)

any Federal or State securities or commodities law or regulation;

(ii)

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii)

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; and

(h)

No Nominee has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of:

(i)

any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act);

(ii)

any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act); or

(iii)

any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance

None of the Nominees have failed to file reports on a timely basis related to the Corporation that are required by Section 16(a) of the Exchange Act.

Independence

The shares of Common Stock of the Corporation are traded on The New York Stock Exchange (“NYSE”). The Record Holder believes that each Nominee presently is, and if elected as a director of the Corporation, each of the Nominees would be, an “independent director” within the meaning of (i) applicable NYSE listing standards applicable to board composition, including Rule 303.A and (ii) Section 301 of the Sarbanes-Oxley Act of 2002.

Verso Corporation

June 26, 2019

Page 10

III.

INFORMATION REGARDING THE PARTICIPANTS AND THE PARTICIPANT ASSOCIATES

The Record Holder, the Beneficial Owners and the Nominees are collectively referred to in this Notice as the “Participants.”

Exhibit C includes (i) the name and business address of each of the Participants, (ii) the present principal occupation or employment of each of the Participants and the name, principal business and address of any corporation or other organization in which such employment is carried on, (iii) the amount of each class of securities of the Corporation which is owned beneficially, directly or indirectly, by each of the Participants, (iv) the amount of each class of securities of the Corporation which is owned of record, but not beneficially, by each of the Participants or any of their respective associates (the associates, as defined in Rule 14a-1 under the Exchange Act, hereinafter collectively referred to as the “Participant Associates”). Except for the Record Holder, none of the Participants or the Participant Associates is the record owner of any securities of the Corporation. None of the Participants or, to the best knowledge of the Participants, the Participant Associates owns any securities of the Corporation other than shares of Common Stock as set forth in this Notice.

No Participant or, to the best knowledge of the Participants, Participant Associate has, during the past ten years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Exhibit D sets forth, with respect to all securities of the Corporation purchased or sold by any Participant within the past two years, the date on which such securities of the Corporation were purchased or sold and the amount purchased or sold on such date. The purchases of the securities listed therein were made in part with working capital from capital contributions and/or funds from lines of credit in the ordinary course of business of certain of the Beneficial Owners. No part of the purchase price or market value of the securities listed on Exhibit D is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. None of the funds used to purchase the securities listed on Exhibit D were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer.

None of the Participants are, or have been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies.

To the best knowledge of the Participants, none of the Participant Associates beneficially own, directly or indirectly, any shares of Common Stock or other securities of the Corporation. None of the Participants beneficially own, directly or indirectly, any securities of any parent or subsidiary of the Corporation.

No Participant or, to the best knowledge of the Participants, Participant Associate or member of any of the foregoing’s immediate family is either a party to any transaction or series of transactions, whether indebtedness transactions or otherwise, since the beginning of the Corporation’s last fiscal year or has knowledge of any currently proposed transaction or series of proposed transactions (i) to which the Corporation was or is to be a party, (ii) in which the amount involved exceeds $120,000, and (iii) in which any Participant, Participant Associate or any member of his or her immediate family has, or will have, a direct or indirect material interest.

Verso Corporation

June 26, 2019

Page 11

No Participant or, to the best knowledge of the Participants, Participant Associate has entered into any agreement or has any arrangement or understanding with any person respecting any future employment with the Corporation or any of its affiliates or respecting any future transactions to which the Corporation or any of its affiliates will or may be a party.

No Participant or, to the best knowledge of the Participants, Participant Associate has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter known by the Participants or the Participant Associates be to acted upon at the Stockholder Meeting other than (i) by reason of their ownership of shares of Common Stock, (ii) the interest of each Nominee in being elected to serve as a director of the Corporation, and (iii) as otherwise set forth in this Notice.

There are no material proceedings to which any Participant or, to the best knowledge of the Participants, any Participant Associate is a party adverse to the Corporation or any of its subsidiaries, or in which any of the Participants or Participant Associates have a material interest adverse to the Corporation or any of its subsidiaries.

Information Regarding the Solicitation

The Participants will solicit proxies in favor of the Nominations and the Proposal. Proxies may be solicited by mail, advertisement, telephone, facsimile, the Internet, email, public forums and personal solicitation. No additional compensation will be paid to the Participants for the solicitation of proxies. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the Participants’ solicitation material to their customers for whom they hold shares of Common Stock and the Record Holder will reimburse them for their reasonable out-of-pocket expenses.

The Record Holder has retained Harkins Kovler, LLC (the “Solicitation Agent”) to assist in the solicitation of proxies and for related services in connection with the Stockholder Meeting. In connection therewith, the Record Holder has paid the Solicitation Agent an upfront retainer fee and has negotiated additional fees for services to be rendered. In addition, the Record Holder expects to reimburse the Solicitation Agent for its reasonable out-of-pocket expenses and to indemnify it, and its controlled affiliates, and directors, officers, employees, advisors, agents, other representatives and controlling persons, in respect of certain losses, claims, damages, liabilities or expenses in connection with its retention. The Solicitation Agent expects that approximately 30 persons will be used by the Solicitation Agent in its solicitation efforts.

Additionally, regular employees of the Record Holder and the Beneficial Owners, including officers of the Record Holder and the Beneficial Owners, may be employed in the solicitation of proxies in favor of the Nominations and the Proposal in order to communicate with stockholders of the Corporation in connection with the solicitation and the Stockholder Meeting; none of any such individuals will be paid for such actions in connection with the foregoing beyond their regular compensation.

The Record Holder currently estimates that the total costs and expenditures (including fees for attorneys, accountants, public relations or financial advisors, solicitors, advertising, printing, transportation, litigation and other costs incidental to the solicitation) for, in furtherance of or in connection with the solicitation of security holders will be approximately $750,000, of which $25,000 has been incurred to date.

Verso Corporation

June 26, 2019

Page 12

The entire expense of the solicitation, including preparing, assembling, printing and mailing the proxy statement and related materials and the cost of soliciting proxies, together with other related expenses, will be borne, directly or indirectly, by the Record Holder and the Beneficial Owners. The Record Holder and the Beneficial Owners may, without submitting such matter to a vote of security holders of the Company, seek reimbursement from the Company for such expenses if all or any of the Nominees are elected.

General

The Record Holder reserves the right to nominate additional nominees for any reason, including if the Corporation, by the appropriate corporate action, has increased or increases the number of directors to be elected at the Stockholder Meeting or the composition of the Board of Directors of the Corporation (the “Board”) has changed prior to the Stockholder Meeting. Shares represented by proxies given to the Record Holder will be voted for any substitute or additional nominees. The Record Holder reserves the right to nominate substitute nominees if the Corporation makes or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees. Additionally, if any Nominee (or substitute nominee) is unable or unwilling to stand for election for any reason at the Stockholder Meeting, the Record Holder intends to nominate a person in the place of such Nominee (or substitute therefor). The Record Holder’s reservation of the foregoing rights, and any of the foregoing actions that may be taken by the Record Holder, are without prejudice to, and will not limit, the Record Holder’s and the other Participants’ rights to challenge any such actions on the part of the Corporation.

The Record Holder, in furnishing this Notice, does not concede the validity or enforceability of any of the provisions of the Bylaws or any other matter, including any provisions in the Bylaws that purport to impose advance notice requirements or otherwise limit the right of any stockholder to present business for consideration at any meeting of the stockholders and expressly reserves the right to challenge the validity, application and interpretation of any such provision or any other matter. In the absence of such prompt notice, the Record Holder will assume that the Corporation agrees that this Notice complies in all respects with the requirements of the Amended and Restated Certificate of Incorporation of the Corporation and the Bylaws. The Record Holder reserves the right to withdraw or modify this Notice at any time.

Unless expressly indicated otherwise herein, information is set forth herein as of the close of business on June 25, 2019. Neither the delivery of this Notice nor any delivery by the Record Holder, any Beneficial Owner, or any Nominee of additional information to the Corporation from and after the date hereof shall be deemed to constitute an admission by the Record Holder, any Beneficial Owners, any Nominee or any of their respective affiliates (if any) that such delivery is required or that each and every item or any item of information is required or as to the legality or enforceability of any notice requirement or any other matter, or a waiver by the Record Holder, any Beneficial Owners, any Nominee or any of their respective affiliates (if any) of their right to contest or challenge, in any way, the validity or enforceability of any notice requirement or any other matter (including actions taken by the Board in anticipation of, or following receipt of, this Notice). Furthermore, this Notice assumes that the Board will nominate a total of five (5) director nominees for election to the Board at the Stockholder Meeting. If, however, the Board increases the number of directors to be nominated and elected at a Stockholder Meeting beyond five (5) directors, the Record Holder reserves the right to add additional director nominees in respect of each such additional directorship. In the event any statement or other information in this Notice is not correct, or to the extent any applicable information has been omitted from this Notice, the Record Holder, Beneficial Owners and Nominees reserve the right to correct and/or supplement any such statement or other information set forth in this Notice.

Verso Corporation

June 26, 2019

Page 13

As you are aware, we are providing this Notice via personal delivery and email. Although we have endeavored to fully satisfy all requirements for this Notice set forth in the Bylaws, please contact Steven A. Seidman (at (212) 728-8763 or sseidman@willkie.com), Mark A. Cognetti (at (212) 728-8968 or mcognetti@willkie.com) or Laura H. Acker (at (212) 728-8122 or lacker@willkie.com) of Willkie Farr & Gallagher LLP immediately should the Corporation require any additional information or if the Corporation contends this Notice is incomplete or is otherwise deficient in any respect.

Sincerely,

cc: Michael O’Donnell, General Counsel, Atlas FRM LLC

cc: Steven A. Seidman, Willkie Farr & Gallagher LLP

cc: Mark A. Cognetti, Willkie Farr & Gallagher LLP

cc: Laura H. Acker, Willkie Farr & Gallagher LLP

Exhibit A

Ownership Information With Respect to Securities of the Corporation

[Submitted separately to the Corporation]

Exhibit B

Direct Registration Transaction Advice

[Submitted separately to the Corporation]

Exhibit C

Participant Information

[Submitted separately to the Corporation]

Exhibit D

Transactions in Securities of Verso Corporation

[Submitted separately to the Corporation]

Exhibit E

Proposal

(See attached)

EXHIBIT E

PROPOSAL

The Record Holder intends to submit, for a stockholder vote at the Stockholder Meeting, the following proposal described below. Other than as disclosed in this Notice, neither the Record Holder nor any Beneficial Owner has any material interest in the Proposal.

To, pursuant to Section 109 of the General Corporation Law of the State of Delaware (the “DGCL”) and the Bylaws of the Corporation, adopt a resolution that would repeal any provision of the Bylaws in effect at the time of the Stockholder Meeting that was not included in the Bylaws. The Record Holder is not aware of any provision of the Bylaws that has become effective, but it is possible that, following the date of this Notice and prior to the adoption of this resolution, such a provision could be disclosed and/or become effective.

The following is the text of the proposed resolution:

“RESOLVED, that any provision of the Amended and Restated Bylaws of Verso Corporation as of the date of effectiveness of this resolution that was not included in the Bylaws effective as of June 26, 2019 and publicly filed with the Securities and Exchange Commission prior to June 26, 2019, be and hereby is repealed.”

The Record Holder is bringing the Proposal for consideration by the Corporation’s stockholders at the Stockholder Meeting because the Board has the ability to make amendments to the Bylaws without obtaining stockholder approval and such amendments may not be in the best interests of the stockholders. The Record Holder favors the Proposal because it would allow stockholders to undo at the Stockholder Meeting any such amendments made after the date of this Notice and prior to the Stockholder Meeting. An affirmative vote of a majority of the shares of common stock present or represented at the meeting and entitled to vote on the subject matter, at which a quorum is present or represented, is required for the adoption of the Proposal.

Annex I

Consents

Please See the Attached:

Consent of Marvin Cooper

[Submitted separately to the Corporation]

Consent of Sean T. Erwin

[Submitted separately to the Corporation]

Consent of Jeffrey E. Kirt

[Submitted separately to the Corporation]

Consent of Timothy Lowe

[Submitted separately to the Corporation]

Annex II

Proposed Nominee Questionnaires

Please See the Attached:

Verso Corporation Director Questionnaire – Marvin Cooper

[Submitted separately to the Corporation]

Verso Corporation Director Questionnaire – Sean T. Erwin

[Submitted separately to the Corporation]

Verso Corporation Director Questionnaire – Jeffrey E. Kirt

[Submitted separately to the Corporation]

Verso Corporation Director Questionnaire – Timothy Lowe

[Submitted separately to the Corporation]

Annex III

Corporation Nominee Agreements

[Submitted separately to the Corporation]

Annex IV

Form of Nomination Agreement

[Submitted separately to the Corporation]

EX-99.3 4 d808049dex993.htm EX-99.3 EX-99.3

EXHIBIT 99.3

Nomination Agreement, dated June 26, 2019, between Atlas and Marvin Cooper

Lapetus Capital II LLC

100 Northfield Street

Greenwich, Connecticut 06830

June 26, 2019

Marvin Cooper

[Redacted]

Re: Verso Corporation

Dear Mr. Marvin Cooper:

Thank you for agreeing to serve as a nominee for election to the board of directors (the “Board”) of Verso Corporation (the “Company”) in connection with a proxy solicitation our affiliate, Lapetus Capital II LLC, and/or one or more affiliates thereof (“Atlas”) is considering undertaking for the purpose of nominating and electing directors at the 2019 annual meeting of stockholders of the Company, or special meeting of stockholders of the Company at which directors are to be elected, or any other meeting of stockholders held in lieu thereof, and at any and all adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). This letter will set forth the terms of our agreement (the “Agreement”).

Indemnification. Atlas agrees to indemnify and hold you harmless from and against any and all Loss (as defined below) arising directly or indirectly from the Solicitation, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims that are judicially determined to have resulted from your bad faith, willful misconduct, violations of law (unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of the Solicitation), criminal actions or material breach of the terms of this Agreement (including inaccurate or incomplete disclosures); and provided further, that this indemnification agreement and all of Atlas’s obligations hereunder shall not apply to any of your actions, omissions or service as a director of the Company (the indemnity set forth in this sentence, the “Indemnity”). Your right to the Indemnity (as well as the advancement of expenses as provided herein) shall continue after the Solicitation concludes but only for events that occurred in connection with Solicitation. As used herein, “Loss” shall mean any and all losses, liabilities, damages, demands, causes of action, claims, suits, actions, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative, investigative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation.

In the event of the occurrence of a Loss covered by the Indemnity or a claim that could reasonably be expected to result in a Loss covered by the Indemnity if adversely determined, you shall give Atlas prompt written notice of such claim or Loss (provided that the failure to promptly notify Atlas shall not relieve Atlas from any liability which Atlas may have on account of this Agreement, except to the extent Atlas shall have been materially prejudiced by such failure). Atlas shall be entitled to assume the defense of any action, suit or proceeding on your behalf in its sole discretion. If Atlas declines to assume such defense, or if you shall have been advised by counsel that Atlas’s counsel has a conflict of interest in representing both Atlas and you or you shall have been advised by counsel that there may be legal defenses available to you that are different from or additional to those available to Atlas, you shall be permitted to select your own counsel in such matter; provided that the Indemnity shall only cover the cost of one counsel and one local counsel (each charging at customary rates) in relation to each action covered by the Indemnity. Atlas may not enter into a settlement of any action that is asserted against you without your consent unless such settlement (i) does not include any admission of liability or guilt by you, (ii) includes a release of you from any and all liability in respect of such claim, and (iii) does not impose any limitation on you.

Atlas will advance on your behalf any and all expenses (including, without limitation, reasonable and documented attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, upon receipt by Atlas of an undertaking by you or on your behalf to repay any portion of such amount to which it is ultimately determined that you were not entitled under this Agreement.

The Indemnity and advance payment of expenses as provided by any provision of this Agreement shall not be deemed exclusive of any other rights to which you may be entitled under any provision of law, this or any other agreement, or otherwise. Atlas’s obligations hereunder shall not be affected by whether or not Atlas obtains or maintains any insurance policy covering any portion of the indemnification to be provided to you hereunder, or by the availability or unavailability of such insurance. Atlas expressly agrees that it is required to pay to you the amount of any Loss or expenses hereunder regardless of whether such amount is payable to you under any indemnity or insurance policy maintained by you or on your behalf.

Expenses. Atlas agrees to reimburse you, as promptly as reasonably practicable upon your request, for your reasonable and documented out-of-pocket travel and related expenses incurred by you in connection with your service as a nominee during the Solicitation. You shall not be entitled to reimbursement under this paragraph for any expenses in excess of $2,000 in the aggregate without Atlas’s prior written approval.

Confidentiality. You hereby agree to keep confidential and not to disclose to any party, without the prior written consent of Atlas, any confidential, proprietary or non-public information (collectively, “Information”) of Atlas or its affiliates which you have heretofore obtained or may obtain following the date hereof. The term “Information” shall not include any information that (i) is publicly disclosed by Atlas or its affiliates, (ii) you can demonstrate is now, or hereafter becomes, through no act or failure on your part, otherwise generally known to the public or (iii) is or becomes available to you on a non-confidential basis from a source other than Atlas or its affiliates, provided that such source is not bound by a legal, fiduciary or contractual obligation of confidentiality to Atlas or its affiliates.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information, you may do so provided that, to the extent permissible by law or applicable regulation, you promptly notify Atlas so that Atlas may seek a protective order or other appropriate remedy at Atlas’s sole cost and expense and you furnish only that portion of Information which you are legally required to so disclose.

All Information, including copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information shall be and remain the property of Atlas and, upon the request of a representative of Atlas, all such information shall be returned or, at Atlas’s option, destroyed by you, with such destruction confirmed by you to Atlas in writing.

Privilege. Atlas and you are joint participants in the Solicitation, and each of us acknowledges and agrees that we share a common legal interest in connection with the Solicitation and any actual or threatened litigation, or governmental investigation, that may arise therefrom. Each of us further acknowledges and agrees that it is our mutual desire, intention and understanding that the sharing of any information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, the attorney work product doctrine or any other applicable privilege or immunity, including the common interest privilege. We further agree that information being provided by Atlas or its counsel is being provided solely for use in connection with the Solicitation and shall remain confidential in accordance with the foregoing provisions and shall be protected from disclosure to any third party by Atlas’s attorney-client privilege, the attorney work product doctrine and/or any other applicable privileges and immunities, including the common interest privilege.

Information. In connection with the Solicitation, we will be required to provide to the Company certain information about the Solicitation and about Atlas and you (and certain related persons). You agree to provide this information, as it relates to you and your related persons, to Atlas and its legal counsel as they may request from time to time, and to ensure that such information provided by you is accurate and complete. If any such information previously provided changes, becomes incomplete due to changes in circumstances, or otherwise is found to be inaccurate or incomplete, you agree to provide updated information to Atlas and its counsel so that such information is accurate and complete.

Fiduciary Duty. Atlas and you acknowledge and agree that, if you are elected to the Board of the Company, you will be subject to fiduciary duties as a director of the Company and further agree that no provision of this Agreement shall derogate from, or in any manner limit, your exercise of such fiduciary duties.

Nomination; Solicitation. Notwithstanding anything to contrary in this Agreement, you acknowledge and agree that Atlas may, in its sole discretion, elect not to nominate you for election to the Board or otherwise conduct the Solicitation.

Severability. If any provision of this Agreement shall be held to be or shall, in fact, be invalid, inoperative or unenforceable as applied to any particular case or in any particular jurisdiction, for any reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other distinguishable case or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity, inoperability or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect any other remaining part of this Agreement.

Amendments. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in a writing signed by both parties hereto.

Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of law thereof.

[signature page follows]

* * *

If you agree to the foregoing terms, please sign below to signify your acceptance, and this Agreement will become a binding agreement between the undersigned and you.


Very truly yours,

ATLAS FRM LLC d/b/a ATLAS HOLDINGS LLC

By:		/s/ Timothy J. Fazio
Name:		Timothy J. Fazio
Title:		Managing Partner

ACCEPTED AND AGREED:

/s/ Marvin Cooper

Marvin Cooper

EX-99.4 5 d808049dex994.htm EX-99.4 EX-99.4

EXHIBIT 99.4

Nomination Agreement, dated June 26, 2019, between Atlas and Sean T. Erwin

Lapetus Capital II LLC

100 Northfield Street

Greenwich, Connecticut 06830

June 26, 2019

Sean T. Erwin

[Redacted]

Re:

Verso Corporation

Dear Mr. Sean T. Erwin:

Amendments. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in a writing signed by both parties hereto.

Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of law thereof.

[signature page follows]

* * *

If you agree to the foregoing terms, please sign below to signify your acceptance, and this Agreement will become a binding agreement between the undersigned and you.


Very truly yours,

ATLAS FRM LLC d/b/a ATLAS HOLDINGS LLC

By:		/s/ Timothy J. Fazio
Name:		Timothy J. Fazio
Title:		Managing Partner

ACCEPTED AND AGREED:

/s/ Sean T. Erwin

Sean T. Erwin

EX-99.5 6 d808049dex995.htm EX-99.5 EX-99.5

EXHIBIT 99.5

Nomination Agreement, dated June 26, 2019, between Atlas and Jeffrey E. Kirt

Lapetus Capital II LLC

100 Northfield Street

Greenwich, Connecticut 06830

June 26, 2019

Jeffrey E. Kirt

[Redacted]

Re:

Verso Corporation

Dear Mr. Jeffrey E. Kirt:

settlement of any action that is asserted against you without your consent unless such settlement (i) does not include any admission of liability or guilt by you, (ii) includes a release of you from any and all liability in respect of such claim, and (iii) does not impose any limitation on you.

Amendments. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in a writing signed by both parties hereto.

Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of law thereof.

[signature page follows]

* * *

If you agree to the foregoing terms, please sign below to signify your acceptance, and this Agreement will become a binding agreement between the undersigned and you.


Very truly yours,

ATLAS FRM LLC d/b/a ATLAS HOLDINGS LLC

By:		/s/ Timothy J. Fazio
Name:		Timothy J. Fazio
Title:		Managing Partner

ACCEPTED AND AGREED:

/s/ Jeffrey E. Kirt

Jeffrey E. Kirt

EX-99.6 7 d808049dex996.htm EX-99.6 EX-99.6

EXHIBIT 99.6

Nomination Agreement, dated June 26, 2019, between Atlas and Timothy Lowe

Lapetus Capital II LLC

100 Northfield Street

Greenwich, Connecticut 06830

June 26, 2019

Timothy Lowe

[Redacted]

Re: Verso Corporation

Dear Mr. Timothy Lowe:

Amendments. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in a writing signed by both parties hereto.

Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of law thereof.

[signature page follows]

* * *

If you agree to the foregoing terms, please sign below to signify your acceptance, and this Agreement will become a binding agreement between the undersigned and you.


Very truly yours,

ATLAS FRM LLC d/b/a ATLAS HOLDINGS LLC

By:		/s/ Timothy J. Fazio
Name:		Timothy J. Fazio
Title:		Managing Partner

ACCEPTED AND AGREED:

/s/ Timothy Lowe

Timothy Lowe