Amendment No. 9 to Schedule 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

149,568⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

149,568⁽¹⁾

0001193125-21-212488.txt : 20210712 0001193125-21-212488.hdr.sgml : 20210712 20210712080732 ACCESSION NUMBER: 0001193125-21-212488 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210712 DATE AS OF CHANGE: 20210712 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84029 FILM NUMBER: 211084319 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/A 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/A 1 d181742dsc13da.htm AMENDMENT NO. 9 TO SCHEDULE 13D Amendment No. 9 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 9)*

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

July 11, 2021

(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 16 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 29,610,658 shares of Common Stock outstanding as of June 10, 2021, according to the Form 10-Q filed by the Issuer with the SEC on May 7, 2021 and the Tender Offer Statement on Schedule TO originally filed with the SEC on May 13, 2021, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the SEC on June 4, 2021, Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the SEC on June 11, 2021 and Amendment No. 3 to the Tender Offer Statement on Schedule TO filed with the SEC on June 11, 2021.

- 2 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 3 of 16 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)

- 3 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 4 of 16 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)

- 4 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 5 of 16 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)

- 5 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 6 of 16 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)

- 6 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 7 of 16 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)

- 7 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 8 of 16 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)

- 8 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 9 of 16 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)

- 9 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 10 of 16 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)

- 10 -

SCHEDULE 13D


CUSIP No. 92531L207		Page 11 of 16 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)

- 11 -

This Amendment No. 9 (“Amendment No. 9”) amends the Schedule 13D filed on September 20, 2019, (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on October 1, 2019 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed on October 10, 2019 (“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed on October 24, 2019 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on December 3, 2019 (“Amendment No. 4”), Amendment No. 5 to the Schedule 13D filed on December 12, 2019 (“Amendment No. 5”), Amendment No. 6 to the Schedule 13D filed on February 5, 2020 (“Amendment No. 6”), Amendment No. 7 to the Schedule 13D filed on April 13, 2020 (“Amendment No. 7”) and Amendment No. 8 to the Schedule 13D filed on December 17, 2020 (“Amendment No. 8”, and the Original Schedule 13D, as amended, the “Schedule 13D”), and relates to Class A common stock, par value $0.01 per share (“Common Stock”), of Verso Corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 9. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

Item 2.

Identity and Background

Item 2(a)(v) of the Schedule 13D is hereby amended and restated as follows:

“(v) Lapetus Capital III LLC, a Delaware limited liability company (“Lapetus III”). Lapetus III is the direct beneficial owner of 2,551,078 shares of Common Stock of the Issuer;”

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

“The 2,700,646 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 $38.7 million to acquire the 2,700,646 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

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

“On July 11, 2021, Atlas Holdings LLC, an affiliate of the Reporting Persons (“Atlas”, and together with the Reporting Persons, the “Atlas Parties”), submitted a preliminary, non-binding proposal (the “Proposal”) to the Issuer’s board of directors pursuant to which Atlas, among other things, (i) proposed, through an affiliate, to acquire all of the outstanding shares of Common Stock of the Issuer not already owned by the Atlas Parties for $20.00 per share in cash, which represents a 15.9% premium over the closing price of the Common Stock on July 9, 2021, and a 24.0% premium to the 90-day volume-weighted average share price; and (ii) expressed their intention to finance the transactions contemplated by the Proposal with equity financing. The proposed transaction is subject to a number of conditions, including, among other things, confirmatory due diligence and the negotiation, execution and delivery of mutually satisfactory definitive documentation. Atlas reserves the right to withdraw the Proposal without further obligation of any kind at any time and for any reason or no reason at all.

The descriptions of the Proposal in this Amendment No. 9 are not complete and are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit 99.10 and incorporated by reference as if set forth herein in its entirety.”

Item 5.

Interest in Securities of the Issuer

Items 5 (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

“In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 2,700,646 shares of Common Stock, representing 9.12% of the outstanding shares. This amount includes 100 shares of Common Stock held in record name by Lapetus II.

- 12 -

(i) Lapetus II has shared voting and dispositive power over 149,568 shares of Common Stock, including 100 shares of Common Stock held in record by Lapetus II, representing 0.51% of the outstanding shares;

(ii) ACR II has shared voting and dispositive power of 149,568 shares, in the aggregate, of Common Stock beneficially owned and held directly by Lapetus II, representing 0.51% 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 149,568 shares of Common Stock, representing 0.51% 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 149,568 shares of Common Stock, representing 0.51% of the outstanding shares;

(v) Lapetus III has shared voting and dispositive power over 2,551,078 shares of Common Stock, representing 8.61% of the outstanding shares;

(vi) ACR III has shared voting and dispositive power of 2,551,078 shares of Common Stock beneficially owned by Lapetus III, representing 8.61% 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 2,551,078 shares of Common Stock, representing 8.61% 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 2,551,078 shares of Common Stock, representing 8.61% of the outstanding shares;

(ix) each of Messrs. Bursky and Fazio, by virtue of his status as a manager and Managing Partner of ACR GP II and ACR GP III, has shared voting and dispositive power of 2,700,646 shares of Common Stock, representing 9.12% 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 directly by such Reporting Person.”

Item 7.

Material to be Filed as Exhibits


99.10		Non-Binding Proposal Letter from Atlas Holdings LLC to the Board of Directors of the Issuer, dated July 11, 2021.

[Signatures on following page]

- 13 -

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: July 12, 2021	Lapetus Capital II LLC

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

Dated: July 12, 2021	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: July 12, 2021	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: July 12, 2021	Atlas Capital Resources GP II LLC

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

Dated: July 12, 2021	Lapetus Capital III LLC

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

Dated: July 12, 2021	Atlas Capital Resources III LP

		By: Atlas Capital GP III LP, its general partner

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

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

Dated: July 12, 2021	Atlas Capital GP III LP

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

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

- 14 -



Dated: July 12, 2021	Atlas Capital Resources GP III LLC

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

Dated: July 12, 2021	/s/ Andrew M. Bursky
	Andrew M. Bursky

Dated: July 12, 2021	/s/ Timothy J. Fazio
	Timothy J. Fazio

- 15 -

EX-99.10 2 d181742dex9910.htm EX-99.10 EX-99.10

Exhibit 99.10

LOGO

July 11, 2021

Via E-Mail

Mr. Randy J. Nebel

President, Chief Executive Officer and Director

Verso Corporation

8450 Gander Creek Drive

Miamisburg, Ohio 45342

Dear Randy:

On behalf of Atlas Holdings LLC (“Atlas” or “we”), we are pleased to propose an all-cash transaction pursuant to which an affiliate of Atlas would acquire all of the outstanding shares of Class A Common Stock (the “Common Shares”) of Verso Corporation (“Verso” or the “Company”) not already owned by Atlas or its affiliates. We are a long-term Verso investor and currently beneficially own 2,700,646 Common Shares, which represent approximately 9.12% of the aggregate voting power of the Company. We are extremely enthusiastic about this proposed transaction as we believe it would allow your stockholders to realize immediate liquidity and full and substantial value for their shares.

We are prepared to offer $20.00 per share in cash for all of the outstanding Common Shares. This price represents a 15.9% premium over the July 9, 2021 closing stock price and a 24.0% premium to the 90-day volume-weighted average share price. Further, our offer represents a 20.6x enterprise value to last twelve-month Adj. EBITDA multiple (assuming an enterprise value of $866 million¹against a reported Adj. EBITDA of $42 million). By any measure, we believe our proposal represents a compelling opportunity for Verso’s stockholders to realize an attractive, all-cash premium for their shares at a favorable valuation in a very challenging operating environment. We believe our proposal provides your stockholders with full, immediate value for their shares and, when taken together with the recent special and quarterly dividends, will have resulted in more than $23 per share in value to stockholders since this board took office in January 2020.

We believe Atlas is the ideal acquirer of the Company given our expertise in executing complex transactions and our experience in the pulp, paper and packaging sector. Atlas is engaged in a variety of industrial sectors and has been successfully investing in the pulp, paper and packaging industries since our formation in 1999, specifically in the subsectors in which Verso participates – specialty paper, graphic paper and pulp. Atlas seeks to unlock the full potential of our companies by patiently applying our industry expertise and operating system over the long-term, working closely with the Company’s Leadership Team.

Our proposal is not contingent on any third-party financing. We intend to finance the proposed transaction with 100% equity. Atlas has approximately $6.0 billion under management, including $3.1 billion in our most recent fund vehicle, Atlas Capital Resources IV LP. We have the resources and capabilities to execute an acquisition of the Company quickly and efficiently.

An assumed Verso enterprise value of $866 million is based upon 29,610,658 Common Shares outstanding at a $20.00 per share price netted against $63 million of net cash ($118 million of cash as of the fiscal quarter ended March 31, 2021 (“Q1 2021”) less $55 million used on tender with $0 of debt) and adding $337 million of Q1 2021 pension liability. The 29,610,658 Common Shares outstanding are as of June 10, 2021, according to the Form 10-Q filed by the Company with the Securities and Exchange Commission (“SEC”) on May 7, 2021 and the Tender Offer Statement on Schedule TO originally filed with the SEC on May 13, 2021, as amended and supplemented.

Given our familiarity with the business and operations of the Company, we are well positioned to complete negotiations and execute definitive documentation in an expeditious manner without the need to perform material due diligence. As such, we are prepared to conduct limited confirmatory due diligence immediately and to move swiftly to negotiate definitive documentation in parallel with our confirmatory due diligence review. We have engaged advisors and are prepared to dedicate the necessary resources to close the proposed transaction as promptly as practicable.

We believe that the proposed transaction will enable your stockholders to realize the highest possible price for their shares. We recognize that the board of directors of the Company will need to evaluate the proposed transaction before it can make its determination whether to endorse it. While we appreciate and respect the board’s need to conduct an appropriate process in evaluating our proposal, time is of the essence and your prompt consideration is requested. We and our advisors look forward to working with the board of directors and its advisors to consummate a mutually acceptable transaction as expeditiously as possible and are available at your convenience to discuss any aspects of this proposal.

We will be promptly filing an amendment to Atlas’ Schedule 13D to disclose this proposal. We believe you will agree with us that it is in our collective interests to ensure that our discussions relating to the proposed transaction proceed in a confidential manner, unless otherwise required by law, until we have executed definitive documentation or terminated our discussions.

This letter does not constitute a binding commitment or obligation, and no agreement, arrangement or understanding between the parties with respect to this proposal or any other transaction (including any agreement to commence or continue negotiations) shall be created until such time as mutually satisfactory definitive documentation have been executed and delivered. We also reserve the right to withdraw this proposal without further obligation of any kind at any time and for any reason or no reason.

We look forward to working collaboratively with the Company and consummating a transaction with the support and approval of the Company’s board of directors. In summary, we believe that our proposal provides the Company’s stockholders with the best opportunity to realize full value for their shares. We and our advisors are willing to make ourselves available immediately to discuss this proposed acquisition with you and your advisors.

Sincerely,

ATLAS HOLDINGS LLC

/s/ Timothy J. Fazio

Timothy J. Fazio

Managing Partner

Atlas Holdings LLC

cc: Dr. Robert Beckler, Director, Verso Corporation

Marvin Cooper, Director, Verso Corporation

Jeffrey E. Kirt, Director, Verso Corporation

Nancy M. Taylor, Director, Verso Corporation

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