SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number  of Class of Securities)

 

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

 

Copies to:

 

 

(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

 

 

(1)     All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,704,367 shares of Common Stock outstanding as of October 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

 

2

 

SCHEDULE 13D

 

 

(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 34,704,367 shares of Common Stock outstanding as of October 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

 

3

 

SCHEDULE 13D

 

 

(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 34,704,367 shares of Common Stock outstanding as of October 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

 

4

 

SCHEDULE 13D

 

 

(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 34,704,367 shares of Common Stock outstanding as of October 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

 

5

 

SCHEDULE 13D

 

 

(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 34,704,367 shares of Common Stock outstanding as of October 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on November 12, 2019.

 

6

 

 

Amendment No. 4 to Schedule 13D

 

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on September 20, 2019, as amended and supplemented on October 1, 2019, October 10, 2019 and December 3, 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 4.                       Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following information:

 

“             On December 5, 2019, the Reporting Persons, together with the Atlas Parties, filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from stockholders of the Issuer in support of the election of the Atlas Parties’ proposed nominees to the Board of Directors of the Issuer, Sean T. Erwin, Jeffrey E. Kirt and Timothy Lowe (collectively, the “Nominees”).

 

On or about December 7, 2019, representatives of the Issuer approached representatives of the Atlas Parties and the Reporting Persons to discuss terms under which Lapetus II would be prepared to withdraw the director nominations. The Atlas Parties and the Reporting Persons entered into such discussions with the Issuer in good faith, hoping to resolve the director nominations by seeing the highly-qualified Nominees placed on the Board. Such discussions included a meeting on December 10, 2019 between representatives of the Atlas Parties, the Reporting Persons and Messrs. Steven D. Scheiwe and Jay Shuster. In the course of the various discussions, representatives of the Issuer indicated that the Issuer required voting support and a standstill with respect to the proposed sale of the Issuer’s Androscoggin Mill and Steven Point Mill to Pixelle Specialty Solutions LLC.”

 

[Signatures on following page]

 

7

 

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: December 12, 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

 

8