0001104659-19-052317.txt : 20191002 0001104659-19-052317.hdr.sgml : 20191002 20191001181243 ACCESSION NUMBER: 0001104659-19-052317 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191002 DATE AS OF CHANGE: 20191001 GROUP MEMBERS: ADAM BLUMENTHAL GROUP MEMBERS: BLUE WOLF CAPITAL ADVISORS IV, L.P. GROUP MEMBERS: BLUE WOLF CAPITAL ADVISORS IV, LLC GROUP MEMBERS: BLUE WOLF CAPITAL FUND IV, L.P. 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: 191130273 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: BW Coated LLC CENTRAL INDEX KEY: 0001788312 IRS NUMBER: 842988658 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BLUE WOLF CAPITAL PARTNERS LLC STREET 2: ONE LIBERTY PLAZA, 52ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-488-1340 MAIL ADDRESS: STREET 1: C/O BLUE WOLF CAPITAL PARTNERS LLC STREET 2: ONE LIBERTY PLAZA, 52ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D/A 1 a19-19256_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

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)

 

Joshua Cherry-Seto

Blue Wolf Capital Partners

One Liberty Plaza, 52nd Floor

New York, NY 10006

Telephone: (212) 488-1347

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

 

Copies to:

 

Peter H. Lieberman, Esq.

Greenberg Traurig, LLP

77 West Wacker Drive, Suite 3100

Chicago, IL 60601

(312) 456-8417

Dmitriy A. Tartakovskiy, Esq.

Greenberg Traurig, LLP

MetLife Building

200 Park Avenue

New York, NY 10166

(212) 801-3131

 

September 30, 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: o

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 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

 

 

 

1

Name of Reporting Person
BW Coated LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
337,368

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
337,368

 

 

11

Aggregate Amount Beneficially Owned by Each  Person
337,368

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.97%(1)

 

 

14

Type of Reporting Person
OO

 


(1)       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.

 

2


 

SCHEDULE 13D

 

CUSIP No.  92531L207

 

 

 

1

Name of Reporting Person
Blue Wolf Capital Fund IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
337,368(1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
337,368(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
337,368(1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.97%(2)

 

 

14

Type of Reporting Person
PN

 


(1)       Solely in its capacity as sole member of BW Coated LLC.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(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.

 

3


 

SCHEDULE 13D

 

CUSIP No.  92531L207

 

 

 

1

Name of Reporting Person
Blue Wolf Capital Advisors IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
337,368(1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
337,368(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
337,368(1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.97%(2)

 

 

14

Type of Reporting Person
PN

 


(1)       Solely in its capacity as general partner of Blue Wolf Capital Fund IV, L.P.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(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.

 

4


 

SCHEDULE 13D

 

CUSIP No.  92531L207

 

 

 

1

Name of Reporting Person
Blue Wolf Capital Advisors IV, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
337,368(1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
337,368(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
337,368(1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.97%(2)

 

 

14

Type of Reporting Person
OO

 


(1)       Solely in its capacity as general partner of Blue Wolf Capital Advisors IV, L.P.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(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.

 

5


 

SCHEDULE 13D

 

CUSIP No.  92531L207

 

 

 

1

Name of Reporting Person
Adam Blumenthal

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
337,368(1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
337,368(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
337,368(1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.97%(2)

 

 

14

Type of Reporting Person
OO

 


(1)       Solely in his capacity as the controlling person of BW Coated LLC, Blue Wolf Capital Fund IV, L.P., Blue Wolf Capital Advisors IV, L.P. and Blue Wolf Capital Advisors IV, LLC.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(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.

 

6


 

Amendment No. 1 to Schedule 13D

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on September 20, 2019 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), relating to Class A common stock, par value $0.01 per share (“Common Stock”), of Verso Corporation (the “Issuer”).  Except as specifically amended by this Amendment, items in the Original Schedule 13D are unchanged.  Capitalized terms used herein that are not defined have the meanings ascribed to them in the Original Schedule 13D.

 

Item 2.                       Identity and Background

 

Item 2 of the Schedule 13D is hereby amended by replacing section (a)(i) of Item 2 with the following:

 

                                          (i)                                     BW Coated LLC, a Delaware limited liability company (“BW Coated”).  BW Coated is the direct beneficial owner of 337,368 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 337,368 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 $3,968,845.85 to acquire the 337,368 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 to include the following information:

 

“This Amendment No. 1 is being filed to report the acquisition by the Reporting Persons of an additional 91,271 shares of Common Stock in open market transactions since September 20, 2019.”

 

Item 5.                       Interest in Securities of the Issuer

 

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

 

“(a) and (b)

 

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.

 

7


 

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 337,368 shares of Common Stock, representing 0.97% of the outstanding shares.

 

(i)                                     BW Coated has shared voting and dispositive power over 337,368 shares of Common Stock, representing 0.97% of the outstanding shares;

 

(ii)                                  BWCF IV has shared voting and dispositive power over 337,368 shares of Common Stock, representing 0.97% of the outstanding shares;

 

(iii)                               BWCA IV LP, by virtue of its status as the general partner of BWCF IV, has shared voting and dispositive power of 337,368 shares of Common Stock, representing 0.97% of the outstanding shares;

 

(iv)                              BWCA IV LLC, by virtue of its status as the general partner of BWCA IV LP, has shared voting and dispositive power of 337,368 shares of Common Stock, representing 0.97% of the outstanding shares; and

 

(v)                                 Mr. Adam Blumenthal, by virtue of his status as the Managing Member of BWCA IV LLC, has shared voting and dispositive power of 337,368 shares of Common Stock, representing 0.97% of the outstanding shares.

 

Each Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock reported in this Schedule 13D, except to the extent of such Reporting Person’s pecuniary interest therein or to the extent such Reporting Person actually exercises voting or dispositive power with respect to such shares of Common Stock.

 

By virtue of the agreements and arrangements among the Reporting Persons and the Atlas Parties described or previously disclosed in this Schedule 13D, the Reporting Persons may be deemed to be members of a “group” (within the meaning of Rule 13d-5 under the Act) with the Atlas Parties.  The Atlas Parties are filing a separate Statement on 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 13Ds filed by the Atlas Parties.  The security interests reported in this Schedule 13D do not include security interests owned by the Atlas Parties.  If the Reporting Persons and the Atlas Parties are deemed to have formed a “group” (within the meaning of Rule 13d-5 under the Act), as of the date hereof, such group may be deemed to beneficially own in the aggregate 2,933,092 shares of Common Stock for purposes of Rule 13d-3 under the Act, which would constitute approximately 8.45% of the total outstanding shares of Common Stock.  The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock or other securities held by the Atlas Parties.”

 

Item 5(c) of the Schedule 13D is hereby supplemented with the following:

 

“Set forth on Schedule I hereto is a description of transactions with respect to the Common Stock that have occurred since the filing date of the Original Schedule 13D.  All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions. Except as set forth on Schedule I, none of the persons named in response to paragraph (a) has effected any transaction in the Common Stock since the filing date of the Original Schedule 13D.”

 

[Signatures on following page]

 

8


 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: October 1, 2019

BW Coated LLC

 

 

 

 

 

By: Blue Wolf Capital Fund IV, L.P., its sole member

 

 

By: Blue Wolf Capital Advisors IV, L.P., its general partner

 

 

By: Blue Wolf Capital Advisors IV, LLC, its general partner

 

 

 

 

By:

/s/ Adam Blumenthal

 

Name:

Adam Blumenthal

 

Title:

Managing Member

 

 

 

Blue Wolf Capital Fund IV, L.P.

 

 

 

 

 

By: Blue Wolf Capital Advisors IV, L.P., its general partner

 

 

By: Blue Wolf Capital Advisors IV, LLC., its general partner

 

 

 

 

By:

/s/ Adam Blumenthal

 

Name:

Adam Blumenthal

 

Title:

Managing Member

 

 

 

Blue Wolf Capital Advisors IV, L.P.

 

 

 

 

 

By: Blue Wolf Capital Advisors IV, LLC, its general partner

 

 

 

 

By:

/s/ Adam Blumenthal

 

Name:

Adam Blumenthal

 

Title:

Managing Member

 

 

 

Blue Wolf Capital Advisors IV, LLC

 

 

 

 

By:

/s/ Adam Blumenthal

 

Name:

Adam Blumenthal

 

Title:

Managing Member

 

 

 

 

/s/ Adam Blumenthal

 

Adam Blumenthal

 

9


 

SCHEDULE I

 

Reporting Person

 

Trade Date

 

Shares Purchased
(Sold)

 

Price(1)

 

BW Coated LLC

 

9/23/2019

 

7,953

 

$

12.2017

 

BW Coated LLC

 

9/24/2019

 

7,951

 

$

12.4788

 

BW Coated LLC

 

9/25/2019

 

4,049

 

$

12.4909

 

BW Coated LLC

 

9/26/2019

 

12,945

 

$

12.4258

 

BW Coated LLC

 

9/27/2019

 

17,922

 

$

12.4443

 

BW Coated LLC

 

9/30/2019

 

40,451

 

$

12.3877

 

 


(1)         The reported price is a weighted average price.  These shares were traded in multiple transactions at prices ranging from $11.980 to $12.500.  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.

 

10