VRS / Verso Corp - Class A - Документы SEC, Годовой отчет, Доверенное заявление

Версо Корп - Класс А
US ˙ NYSE
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
LEI 549300FODXCTQ8DGT594
CIK 1421182
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Verso Corp - Class A
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
February 10, 2023 SC 13G/A

VRS / Verso Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Verso Corp (Name of Issuer) Common Stock (Title of Class of Securities) 92531L207 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

April 12, 2022 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34056 BILLERUD AMERICAS CORPORATION (Exact name of registrant as specifi

March 31, 2022 EX-3.01

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BILLERUD AMERICAS CORPORATION

Exhibit 3.01 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BILLERUD AMERICAS CORPORATION FIRST: The name of the Corporation is Billerud Americas Corporation (the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, DE 19808. The name of its registered agent at that

March 31, 2022 S-8 POS

As filed with the Securities and Exchange Commission on March 31, 2022

As filed with the Securities and Exchange Commission on March 31, 2022 Registration Statement File No.

March 31, 2022 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 11, 2022, pursuant to the provisions of Rule 12d2-2 (a).

March 31, 2022 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 31, 2022 BILLERUD AMERICAS CORPORATION (Exact Name of Registrant as Specified in Its Charter) 000-34056 (Commission File Number) Delaware 75-3217389 (State or Other Jurisdiction

March 29, 2022 EX-99.1

Verso Receives All Regulatory Approvals Necessary to Proceed with Closing of Merger with BillerudKorsnäs AB

Exhibit 99.1 Verso Receives All Regulatory Approvals Necessary to Proceed with Closing of Merger with BillerudKorsn?s AB MIAMISBURG, Ohio ? March 29, 2022 ? Verso Corporation (NYSE: VRS) (?Verso?) today announced it has received necessary approvals from the Nuclear Regulatory Commission and the Public Service Commission of Wisconsin to complete its previously announced merger with BillerudKorsn?s

March 29, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File N

March 22, 2022 EX-10.1

Fourth Amendment to Credit Agreement, dated as of March 18, 2022, among Verso Holding LLC, Verso Paper Holding LLC, each of the other loan parties party thereto, the lenders and other parties thereto, and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.1 Execution FOURTH AMENDMENT TO CREDIT AGREEMENT FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 18, 2022 (this ?Fourth Amendment?), among Verso Holding LLC, a Delaware limited liability company (?Holdings?), Verso Paper Holding LLC, a Delaware limited liability company (the ?Borrower?), each of the other Loan Parties (as defined in the Credit Agreement referred to below as amen

March 22, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 18, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File N

March 11, 2022 EX-99.1

Verso Announces Stockholder Approval of Merger Agreement with BillerudKorsnäs Merger Now Expected to Close in Late-March or April 2022

Exhibit 99.1 Verso Announces Stockholder Approval of Merger Agreement with BillerudKorsn?s Merger Now Expected to Close in Late-March or April 2022 MIAMISBURG, Ohio ? March 11, 2022 ? Verso Corporation (NYSE: VRS) ("Verso") announced that, at a special meeting of stockholders held today, its stockholders voted to approve the previously announced merger with BillerudKorsn?s AB ("BillerudKorsn?s") a

March 11, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File N

March 8, 2022 SC 13D/A

VRS / Verso Corp / SCW Capital Management, LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

March 7, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Nu

March 7, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

March 4, 2022 EX-99.1

JOINT FILING AGREEMENT

Verso Corporation SC 13D/A Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 31, 2020 (including amendments thereto) with respect to the Common Stock of Verso Corporation. This Joint Filing Agreem

March 4, 2022 SC 13D/A

VRS / Verso Corp / Hoak Public Equities, LP - AMENDMENT TO FORM SC 13D Activist Investment

SC 13D/A 1 verso-sc13da030122.htm AMENDMENT TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4) Verso Corporation (Name of Issuer) Common Stock, par value $0.01 per

March 4, 2022 SC 13D/A

VRS / Verso Corp / SCW Capital Management, LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

February 28, 2022 EX-10.33

Form of Letter Agreement for 2021 Verso Incentive Plan and Settlement of RSUs

EXHIBIT 10.33 Verso Corporation 8540 Gander Creek Dr. Miamisburg, OH 45342 Terry Dyer SVP, Human Resources & Communications T 937 528 3606 F 717 368 8453 E [email protected] W versoco.com December 16, 2021 [Name of Disqualified Individual] Re: 2021 Verso Incentive Plan (the ?VIP?) and Settlement of RSUs Dear [First Name], We are pleased to announce that our Board of Directors, by recommendati

February 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission Fil

February 28, 2022 EX-99.1

Verso Corporation Reports Fourth Quarter and Full Year 2021 Financial Results

Exhibit 99.1 Verso Corporation Reports Fourth Quarter and Full Year 2021 Financial Results MIAMISBURG, Ohio ? (February 28, 2022) ? Verso Corporation (NYSE: VRS) today reported financial results for the fourth quarter and full year of 2021. Fourth Quarter 2021 Highlights: ? Net sales of $328 million, a 4% increase over fourth quarter 2020 and a 3% decrease over third quarter 2021 ? Net income of $

February 28, 2022 EX-10.23

Form of Employee Restricted Stock Unit Award Agreement - 2022.

MANAGEMENT ? [[LASTNAME]] EXHIBIT 10.23 VERSO CORPORATION PERFORMANCE INCENTIVE PLAN NOTICE OF MANAGEMENT STOCK UNIT AWARD TIME-BASED (?Grant Notice?) You (the ?Grantee?) have been granted an award of Stock Units (the ?Award?), on the terms and subject to the conditions of the Plan and this Award Agreement, as follows: Name of Grantee: [[FIRSTNAME]] [[LASTNAME]] Total Number of Stock Units subject

February 28, 2022 EX-21

Subsidiaries of Verso Corporation.

EXHIBIT 21 SUBSIDIARIES OF VERSO CORPORATION Verso Corporation, a Delaware corporation, had the domestic subsidiaries shown below as of December 31, 2021.

February 28, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Verso Corporation (Exact name of registrant as specified in i

February 28, 2022 EX-10.24

Form of Employee Performance Stock Unit Award Agreement - 2022.

MANAGEMENT ? [[LASTNAME]] EXHIBIT 10.24 VERSO CORPORATION PERFORMANCE INCENTIVE PLAN NOTICE OF MANAGEMENT STOCK UNIT AWARD PERFORMANCE-BASED (?Grant Notice?) You (the ?Grantee?) have been granted an award of Stock Units (the ?Award?), on the terms and subject to the conditions of the Plan and this Award Agreement, as follows: Name of Grantee: [[FIRSTNAME]] [[LASTNAME]] Total ?target? Number of Sto

February 28, 2022 EX-10.36

Severance Agreement, dated August 16, 2021, by and between Verso Corporation and Aaron D. Haas.

EXHIBIT 10.36 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (?Agreement?) is made and entered into on August 16, 2021, by and between Verso Corporation (?Verso?), a Delaware corporation, and Aaron D. Haas, an individual (?Employee?). This agreement, together with the ?Restrictive Covenant Agreement? referenced below replaces the ?Employment Agreement? entered into effective March 13, 2020. WHEREAS,

February 9, 2022 SC 13G/A

VRS / Verso Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Verso Corp. Title of Class of Securities: Common Stock CUSIP Number: 92531L207 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

February 8, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2022 VERSO CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

February 8, 2022 SC 13G/A

VRS / Verso Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Verso Corp (Name of Issuer) Common Stock (Title of Class of Securities) 92531L207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 8, 2022 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

February 8, 2022 EX-99.1

Special Meeting of Verso Stockholders to Approve Merger Scheduled for March 11, 2022 Verso Recommends All Stockholders Vote "FOR" ALL Proposals at the Special Meeting

Exhibit 99.1 Verso Corporation Files Definitive Proxy Statement in Connection with BillerudKorsn?s Merger Agreement Special Meeting of Verso Stockholders to Approve Merger Scheduled for March 11, 2022 Verso Recommends All Stockholders Vote "FOR" ALL Proposals at the Special Meeting MIAMISBURG, Ohio ? February 8, 2022 - Verso Corporation (NYSE: VRS) ("Verso") today announced the filing of a definit

February 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

January 28, 2022 DFAN14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

January 21, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2022 VERSO CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

January 21, 2022 EX-99.1

Verso Corporation Files Preliminary Proxy Statement in Connection with BillerudKorsnäs Merger Agreement

Exhibit 99.1 Verso Corporation Files Preliminary Proxy Statement in Connection with BillerudKorsn?s Merger Agreement MIAMISBURG, Ohio ? January 21, 2022 - Verso Corporation (NYSE: VRS) ("Verso") today announced the filing of a preliminary proxy statement for a special meeting of stockholders, at which Verso stockholders will consider and vote upon various items related to the proposed and previous

January 21, 2022 EX-99.1

Press Release, dated January 21, 2022

Exhibit 99.1 Verso Corporation Files Preliminary Proxy Statement in Connection with BillerudKorsn?s Merger Agreement MIAMISBURG, Ohio ? January 21, 2022 - Verso Corporation (NYSE: VRS) ("Verso") today announced the filing of a preliminary proxy statement for a special meeting of stockholders, at which Verso stockholders will consider and vote upon various items related to the proposed and previous

January 21, 2022 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PREM14A 1 ny20002069x1prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission On

January 21, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2022 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

January 13, 2022 EX-99.1

JOINT FILING AGREEMENT

Verso Corporation SC 13D/A Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 31, 2020 (including amendments thereto) with respect to the Common Stock of Verso Corporation. This Joint Filing Agreem

January 13, 2022 SC 13D/A

VRS / Verso Corp / Hoak Public Equities, LP - AMENDED SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

December 22, 2021 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

December 21, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 (December 19, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 (December 19, 2021) VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporat

December 21, 2021 EX-2.1

Agreement and Plan of Merger, by and among Verso Corporation, BillerudKorsnäs Inc., West Acquisition Merger Sub Inc., and, for limited purposes set forth therein, BillerudKorsnäs AB, dated December 19, 2021.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BILLERUDKORSN?S INC., WEST ACQUISITION MERGER SUB INC., VERSO CORPORATION and solely for purposes of the Guarantor Provisions BILLERUDKORSN?S AB Dated as of December 19, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 16 1.3 Certain Interpretations 20 ARTICLE II THE MERG

December 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 (December 19, 2021) VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporat

December 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

December 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

December 20, 2021 EX-99.1

Verso Corporation to be Acquired by BillerudKorsnäs AB for $27 Per Share in Cash, or Approximately $825 Million Creates one of the largest providers of virgin fiber paper and packaging with a cost and quality advantage

Exhibit 99.1 Verso Corporation to be Acquired by BillerudKorsn?s AB for $27 Per Share in Cash, or Approximately $825 Million Creates one of the largest providers of virgin fiber paper and packaging with a cost and quality advantage MIAMISBURG, Ohio, Dec. 19, 2021 ? Verso Corporation (NYSE: VRS) (?Verso?) today announced that it has entered into a definitive merger agreement under which BillerudKor

December 20, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 (December 19, 2021) VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporat

December 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240.

December 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 (December 19, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 (December 19, 2021) VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporat

November 5, 2021 EX-99.1

Verso Corporation Reports Third Quarter 2021 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share

Exhibit 99.1 Verso Corporation Reports Third Quarter 2021 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share MIAMISBURG, Ohio, Nov. 5, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) today reported financial results for the third quarter of 2021 and announced that its Board of Directors has declared a quarterly cash dividend for the quarter ending December 31, 2021, in the

November 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

November 5, 2021 EX-10.1

Form of Employee Restricted Stock Unit Award Agreement - 2021

MANAGEMENT ? [] EXHIBIT 10.1 VERSO CORPORATION PERFORMANCE INCENTIVE PLAN NOTICE OF MANAGEMENT STOCK UNIT AWARD TIME-BASED (?Grant Notice?) You (the ?Grantee?) have been granted an award of Stock Units (the ?Award?), on the terms and subject to the conditions of the Plan and this Award Agreement, as follows: Name of Grantee: [Name] Total Number of Stock Units subject to the Award: [Number of Units

November 5, 2021 EX-10.2

Form of Employee Performance Stock Unit Award Agreement - 2021

MANAGEMENT ? [] EXHIBIT 10.2 VERSO CORPORATION PERFORMANCE INCENTIVE PLAN NOTICE OF MANAGEMENT STOCK UNIT AWARD PERFORMANCE-BASED (?Grant Notice?) You (the ?Grantee?) have been granted an award of Stock Units (the ?Award?), on the terms and subject to the conditions of the Plan and this Award Agreement, as follows: Name of Grantee: [Name] Total ?target? Number of Stock Units subject to the Award:

November 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-34056 (Commission File Number) VERSO CORPORATI

September 21, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission Fi

September 21, 2021 EX-99.1

Verso Corporation Provides Update on Discussions with Atlas Holdings

Exhibit 99.1 Verso Corporation Provides Update on Discussions with Atlas Holdings No Action is Required by Stockholders at This Time MIAMISBURG, Ohio, Sept. 21, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) ("Verso" or "the Company") today announced that it has entered into a Confidentiality Agreement (the "Agreement") with Atlas FRM LLC (d/b/a Atlas Holdings LLC) ("Atlas"). The special commit

September 21, 2021 SC 13D/A

VRS / Verso Corp / Lapetus Capital II LLC - AMENDMENT NO. 10 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 10)* 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

August 18, 2021 SC 13D/A

VRS / Verso Corp / SCW Capital Management, LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

August 18, 2021 EX-99.2

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 10, 2019 (including amendments thereto) with respect to the Common Stock of Verso Corporation. This Joint Filing Agreement shall be filed as an Ex

August 18, 2021 EX-99.1

ADDITIONAL INFORMATION

Exhibit 99.1 ADDITIONAL INFORMATION The name and present principal occupation or employment of each of the SCW Management Directors and Officers is set forth below. Except as otherwise described herein, the business address of each person named below is 3131 Turtle Creek Blvd, Suite 302, Dallas, TX 75219. Each natural person named below is a citizen of the United States of America. During the last

August 11, 2021 SC 13D/A

VRS / Verso Corp / Hoak Public Equities, LP - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

August 11, 2021 EX-99.1

JOINT FILING AGREEMENT

Hoak Public Equities, L.P. SC 13D/A Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 31, 2020 (including amendments thereto) with respect to the Common Stock of Verso Corporation. This Joint Fili

August 6, 2021 EX-10.3

, 2021, by and between Verso Corporation and Brian D. Cullen.

EXHIBIT 10.3 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (?Agreement?) is made and entered into on June 16, 2021, by and between Verso Corporation (?Verso?), a Delaware corporation, and Brian Cullen, an individual (?Employee?). WHEREAS, Verso desires to establish the terms and conditions upon which Employee may receive certain benefits upon termination of employment, including in the context of a

August 6, 2021 EX-10.2

, 2021, by and between Verso Corporation and Brian D. Cullen.

EXHIBIT 10.2 Verso Corporation 8540 Gander Creek Drive Miamisburg, OH 45342 Randy Nebel President and Chief Executive Officer T 937 528 3455 F 937 242 9324 E [email protected] W www.versoco.com May 17, 2021 Brian Cullen 456 S. Poplar Ave., Elmhurst, IL 60126 Dear Brian: This is to confirm the offer of employment with Verso Corporation (?Verso? or the ?Company?) that you and I discussed. This

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-34056 (Commission File Number) VERSO CORPORATION (E

August 6, 2021 EX-99.1

Verso Corporation Reports Second Quarter 2021 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share

Exhibit 99.1 Verso Corporation Reports Second Quarter 2021 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share MIAMISBURG, Ohio, Aug. 6, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) today reported financial results for the second quarter of 2021 and announced that its Board of Directors has declared a quarterly cash dividend for the quarter ending September 30, 2021, in

August 6, 2021 EX-10.4

, 2021, by and between Verso Corporation and Brian D. Cullen.

EXHIBIT 10.4 RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this ?Agreement?) is made and entered into effective as of June 16, 2021 (?Effective Date?), by and between Verso Corporation, a Delaware corporation (?Verso?), and Brian Cullen (?Employee?). WHEREAS, Verso is willing to employ Employee in a senior executive position, and Employee is willing to accept such employment,

August 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 06, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

July 14, 2021 EX-99.1

Verso Corporation Confirms Receipt of Unsolicited Acquisition Proposal from Atlas Holdings LLC

Exhibit 99.1 Verso Corporation Confirms Receipt of Unsolicited Acquisition Proposal from Atlas Holdings LLC MIAMISBURG, Ohio, July 14, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) confirmed that it has received an unsolicited proposal from Atlas Holdings LLC regarding a potential transaction to acquire all outstanding shares of Class A common stock of Verso for $20.00 per share in cash. Consi

July 14, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Nu

July 12, 2021 EX-99.10

2

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

July 12, 2021 SC 13D/A

VRS / Verso Corp / Lapetus Capital II LLC - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

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)

June 29, 2021 EX-10.1

Letter Agreement, dated June 23, 2021, by and among Verso Corporation and Matthew Archambeau

Exhibit 10.1 Verso Corporation 8540 Gander Creek Drive Miamisburg, OH 45342 T 937 242 9500 F 937 242 9109 www.versoco.com April 22, 2021 Matt Archambeau Re: Termination of Employment Dear Matt Archambeau: This letter agreement (?Agreement?) sets forth the understanding and agreement between Verso Corporation, a Delaware corporation (together with any of its parents, subsidiaries and affiliates as

June 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Nu

June 11, 2021 EX-99.(A)(5)(VI)

Verso Corporation Announces Final Results of Modified Dutch Auction Tender Offer

EX-99.(A)(5)(VI) 2 d179340dex99a5vi.htm EX-99.(A)(5)(VI) Exhibit (a)(5)(vi) Verso Corporation Announces Final Results of Modified Dutch Auction Tender Offer Miamisburg, Ohio, June 11, 2021 — Verso Corporation (NYSE: VRS) today announced the final results of its “modified Dutch auction” tender offer for the purchase for cash of shares of its Class A common stock, par value $0.01 per share (the “Sha

June 11, 2021 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 92531L207 (CUSIP Number of Class A Common

June 11, 2021 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 92531L207 (CUSIP Number of Class A Common

June 11, 2021 EX-99.(A)(5)(V)

Verso Corporation Announces Preliminary Results of Modified Dutch Auction Tender Offer

EX-99.(A)(5)(V) 2 d163829dex99a5v.htm EX-99.(A)(5)(V) Exhibit (a)(5)(v) Verso Corporation Announces Preliminary Results of Modified Dutch Auction Tender Offer Miamisburg, Ohio, June 11, 2021 — Verso Corporation (NYSE: VRS) today announced the preliminary results of its “modified Dutch auction” tender offer for the purchase for cash of shares of its Class A common stock, par value $0.01 per share (

June 4, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Num

June 4, 2021 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 92531L207 (CUSIP Number of Class A Common

June 4, 2021 EX-99.1

Verso Corporation Names Brian D. Cullen Senior Vice President and Chief Financial Officer

Exhibit 99.1 Verso Corporation Names Brian D. Cullen Senior Vice President and Chief Financial Officer MIAMISBURG, Ohio ? June 4, 2021 ? Verso Corporation (NYSE: VRS) today announced that Brian D. Cullen will become its Senior Vice President and Chief Financial Officer effective June 16, 2021. ?I am very pleased to have someone of Brian?s caliber join Verso?s leadership team and serve in this crit

May 13, 2021 EX-99.A.5.II

SUBJECT: MODIFIED “DUTCH AUCTION” TENDER OFFER INFORMATION

Exhibit (a)(5)(ii) SUBJECT: MODIFIED ?DUTCH AUCTION? TENDER OFFER INFORMATION Dear Colleagues, I write to share information with you that Verso Corporation (?Verso?) announced today plans to repurchase up to $55 million in value of shares of its Class A common stock (the ?common stock?) in what is called a ?Modified Dutch Tender? transaction.

May 13, 2021 SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer) And Filing Person

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 92531L207 (CUSIP Number of Class A Common Stock) Allen Camp

May 13, 2021 EX-99.A.1.IV

Offer to Purchase for Cash Verso Corporation Up to $55 Million Aggregate Purchase Price of Shares of Its Class A Common Stock At a Purchase Price Not Greater than $18.30 per Share Nor Less than $16.00 per Share

Exhibit (a)(1)(iv) Offer to Purchase for Cash by Verso Corporation of Up to $55 Million Aggregate Purchase Price of Shares of Its Class A Common Stock At a Purchase Price Not Greater than $18.

May 13, 2021 EX-99.A.1.II

Letter of Transmittal For Tender of Shares of Class A Common Stock of VERSO CORPORATION At a Purchase Price Not Greater than $18.30 per Share Nor Less than $16.00 per Share Pursuant to the Offer to Purchase Dated May 13, 2021

Exhibit (a)(1)(ii) Letter of Transmittal For Tender of Shares of Class A Common Stock of VERSO CORPORATION At a Purchase Price Not Greater than $18.

May 13, 2021 EX-99.A.1.III

Offer to Purchase for Cash Verso Corporation Up to $55 Million Aggregate Purchase Price of Shares of Its Class A Common Stock At a Purchase Price Not Greater than $18.30 per Share Nor Less than $16.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRA

EX-99.A.1.III 4 d11983dex99a1iii.htm EX-99.A.1.III Exhibit (a)(1)(iii) Offer to Purchase for Cash by Verso Corporation of Up to $55 Million Aggregate Purchase Price of Shares of Its Class A Common Stock At a Purchase Price Not Greater than $18.30 per Share Nor Less than $16.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END

May 13, 2021 EX-99.A.1.I

Offer to Purchase Verso Corporation Up to $55 Million Aggregate Purchase Price of Shares of Its Class A Common Stock At a Cash Purchase Price not greater than $18.30 per Share Nor Less than $16.00 per Share

EX-99.A.1.I 2 d11983dex99a1i.htm EX-99.A.1.I Table of Contents Exhibit (a)(1)(i) Offer to Purchase by Verso Corporation Up to $55 Million Aggregate Purchase Price of Shares of Its Class A Common Stock At a Cash Purchase Price not greater than $18.30 per Share Nor Less than $16.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE E

May 13, 2021 EX-99.A.1.V

Notice of Offer to Purchase for Cash Verso Corporation Up to $55 Million Aggregate Purchase Price of Shares of its Class A Common Stock At a Purchase Price Not Greater Than $18.30 per Share Nor Less Than $16.00 per Share

EX-99.A.1.V 6 d11983dex99a1v.htm EX-99.A.1.V Exhibit (a)(1)(v) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of the Class A common stock of Verso Corporation. The Offer (as defined below) is made solely by the Offer to Purchase, dated May 13, 2021, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not be

May 13, 2021 EX-99.A.5.III

VERSO CORPORATION 8540 GANDER CREEK DRIVE MIAMISBURG, OHIO 45342

Exhibit (a)(5)(iii) VERSO CORPORATION 8540 GANDER CREEK DRIVE MIAMISBURG, OHIO 45342 May 13, 2021 Computershare Inc.

May 13, 2021 EX-99.A.5.I

Verso Corporation Announces Commencement of $55.0 Million Modified Dutch Auction Tender Offer for its Class A Common Stock

EX-99.A.5.I 7 d11983dex99a5i.htm EX-99.A.5.I Exhibit (a)(5)(i) Verso Corporation Announces Commencement of $55.0 Million Modified Dutch Auction Tender Offer for its Class A Common Stock Miamisburg, Ohio, May 13, 2021 — Verso Corporation (NYSE: VRS) today announced that it is commencing a “modified Dutch auction” tender offer to purchase for cash shares of its Class A common stock, par value $0.01

May 11, 2021 EX-10.1

Credit Agreement, dated as of May 10, 2021, among Verso Holding LLC, Verso Paper Holding LLC, each of the other loan partie

EX-10.1 2 vrs-ex10140.htm EX-10.1 Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 10, 2021 (this “Amendment”), among Verso Holding LLC, a Delaware limited liability company (“Holdings”), Verso Paper Holding LLC, a Delaware limited liability company (the “Borrower”), each of the other Loan Parties (as defined in the Credit Agre

May 11, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Num

May 10, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Numb

May 7, 2021 EX-10.3

Employment Agreement, dated March 12, 2020, by and between Verso Corporation and Aaron D. Haas.

EX-10.3 3 exhibit1032020employmentag.htm EX-10.3 EXHIBIT 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 13th day of March, 2020, by and between Verso Corporation (“Verso”) and Aaron D. Haas ("Employee"). WHEREAS, Verso desires to employ Employee, and Employee desires to be employed by Verso, as Verso's Senior Vice President, Sales and

May 7, 2021 EX-99.1

Verso Corporation Reports First Quarter 2021 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share

Exhibit 99.1 Verso Corporation Reports First Quarter 2021 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share MIAMISBURG, Ohio, May 7, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) today reported financial results for the first quarter of 2021 and announced that its Board of Directors has declared a quarterly cash dividend for the quarter ending June 30, 2021, in the amou

May 7, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Numb

May 7, 2021 EX-10.5

Directors Deferred Compensation Plan Deferral Election Form.

EX-10.5 5 exhibit105directordeferral.htm EX-10.5 EXHIBIT 10.5 VERSO CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN ELECTION FORM Applicable Year: [2021] Director: (Print Full Name) I, the Director named above, hereby irrevocably make the elections set forth below pursuant to the Verso Corporation Directors Deferred Compensation Plan (the “Deferred Compensation Plan”). I understand that my electi

May 7, 2021 EX-10.2

Severance Agreement, dated March 11, 2021, by and between Verso Corporation and Terrance M. Dyer

EX-10.2 2 exhibit102severanceagreeme.htm EX-10.2 EXHIBIT 10.2 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (“Agreement”) is made and entered into on March 11, 2021, by and between Verso Corporation (“Verso”), a Delaware corporation, and Terrance M. Dyer, an individual (“Employee”). WHEREAS, Verso desires to establish the terms and conditions upon which Employee may receive certain benefits upon te

May 7, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-34056 (Commission File Number) VERSO CORPORATION (

May 7, 2021 EX-10.6

Form of Non-Employee Director Restricted Stock Unit Award Agreement - 2021.

EX-10.6 6 exhibit106performanceincen.htm EX-10.6 DIRECTOR EXHIBIT 10.6 VERSO CORPORATION PERFORMANCE INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You (the “Grantee”) have been granted an award of Stock Units (the “Award”), on the terms and subject to the conditions of the Plan and this Award Agreement, as follows: Name of Grantee: [] Total Number of Stock Units subject to this Award: [] Grant Date: [

May 7, 2021 EX-10.4

Verso Corporation Directors Deferred Compensation Plan.

EX-10.4 4 exhibit104directorsdeferre.htm EX-10.4 EXHIBIT 10.4 VERSO CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN 1.PURPOSE OF PLAN The purpose of this Plan is to afford members of the Board who are not officers or employees of the Corporation or one of its Subsidiaries the opportunity to defer the payment of equity awards granted for their service on the Board in the form of Stock Units which

May 4, 2021 CORRESP

* * *

Verso Corporation 8540 Gander Creek Drive Miamisburg, OH 45342 T 877 855 7243 F 937 242 9328 W www.

April 7, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Nu

April 6, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Nu

March 30, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 8, 2021 EX-10.1

Letter dated March 5, 2021 from Verso Corporation to Allen J. Campbell

EX-10.1 2 vrs-ex1019.htm EX-10.1 Exhibit 10.1 Verso Corporation Corporate Headquarters 8540 Gander Creek Drive Miamisburg, OH 45342 Randy J. Nebel T 937.528.3455 E [email protected] W www.versoco.com March 5, 2021 Allen J. Campbell Verso Corporation 8540 Gander Creek Drive Miamisburg, OH 45342 Dear Allen: I appreciate your hard work and continued commitment to Verso, including your willingne

March 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Nu

March 5, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

March 5, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT Verso Corporation SC 13D/A Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 31, 2020 (including amendments thereto) with respect to the Common Stock of

March 1, 2021 EX-4.2

Description of Capital Stock of Verso Corporation.

EXHIBIT 4.2 DESCRIPTION OF CAPITAL STOCK OF VERSO CORPORATION General This section summarizes the rights of capital stock of Verso Corporation (the ?Company?), certain provisions of the Company?s amended and restated certificate of incorporation (as amended, the ?Certificate of Incorporation?) and the Company?s amended and restated bylaws (as amended, the ?Bylaws?), and certain provisions of appli

March 1, 2021 EX-10.18

Form of Employee Performance Stock Unit Award Agreement - 2020

EX-10.18 5 exhibit1018formofmanagemen.htm EX-10.18 MANAGEMENT – [] EXHIBIT 10.18 VERSO CORPORATION PERFORMANCE INCENTIVE PLAN NOTICE OF MANAGEMENT STOCK UNIT AWARD PERFORMANCE-BASED (“Grant Notice”) You (the “Grantee”) have been granted an award of Stock Units (the “Award”), on the terms and subject to the conditions of the Plan and this Award Agreement, as follows: Name of Grantee: [Name] Total N

March 1, 2021 EX-10.17

Form of Employee Restricted Stock Unit Award Agreement - 2020

EX-10.17 4 exhibit1017formofmanagemen.htm EX-10.17 MANAGEMENT – [] EXHIBIT 10.17 VERSO CORPORATION PERFORMANCE INCENTIVE PLAN NOTICE OF MANAGEMENT STOCK UNIT AWARD TIME-BASED (“Grant Notice”) You (the “Grantee”) have been granted an award of Stock Units (the “Award”), on the terms and subject to the conditions of the Plan and this Award Agreement, as follows: Name of Grantee: [ ] Total Number of S

March 1, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of Verso Corporation, as amended by the Certificate of Amendment, dated February 18, 2020.

EXHIBIT 3.1

March 1, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Verso Corporation (Exact name of registrant as specified in i

March 1, 2021 EX-21

Subsidiaries of Verso Corporation.

EXHIBIT 21 SUBSIDIARIES OF VERSO CORPORATION Verso Corporation, a Delaware corporation, had the domestic subsidiaries shown below as of December 31, 2020.

February 25, 2021 EX-99.1

Verso Corporation Reports Fourth Quarter and Full Year 2020 Financial Results

Exhibit 99.1 Verso Corporation Reports Fourth Quarter and Full Year 2020 Financial Results MIAMISBURG, Ohio, Feb. 25, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) today reported financial results for the fourth quarter and full year of 2020. Fourth Quarter 2020 Highlights: Net sales of $314 million, up 3 percent versus the third quarter of 2020 Net loss of $90 million, compared to net loss of

February 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission Fil

February 12, 2021 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

February 12, 2021 SC 13G/A

SCHEDULE 13G

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Verso Corp (Name of Issuer) Common Stock (Title of Class of Securities) 92531L207 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Verso Corp. Title of Class of Securities: Common Stock CUSIP Number: 92531L207 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

February 5, 2021 EX-99.1

Verso Corporation Declares Quarterly Cash Dividend of $0.10 per Share and Announces Date of 2021 Annual Meeting of Stockholders

Exhibit 99.1 Verso Corporation Declares Quarterly Cash Dividend of $0.10 per Share and Announces Date of 2021 Annual Meeting of Stockholders MIAMISBURG, Ohio, Feb. 5, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) announced today that its Board of Directors has declared a cash dividend for the quarter ending March 31, 2021, in the amount of $0.10 per share of Verso's Class A common stock. The q

February 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 5, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

January 28, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

January 28, 2021 EX-10.1

Severance Agreement, dated January 27, 2021, by and between Verso Corporation and Randy J. Nebel

EX-10.1 2 vrs-ex10133.htm EX-10.1 Exhibit 10.1 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (“Agreement”) is made and entered into on January 27, 2021, by and between Verso Corporation (“Verso”), a Delaware corporation, and Randy J. Nebel, an individual (“Employee”). WHEREAS, Verso desires to establish the terms and conditions upon which Employee may receive certain benefits upon termination of em

January 28, 2021 EX-99.1

Verso Corporation Names Randy J. Nebel as President and CEO

EX-99.1 3 d103091dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Names Randy J. Nebel as President and CEO MIAMISBURG, Ohio, Jan. 28, 2021 /PRNewswire/ - Verso Corporation (NYSE: VRS) today announced the appointment of Randy J. Nebel as President and Chief Executive Officer. Mr. Nebel has served as interim President and Chief Executive Officer since October 2020 and has been a member of Verso's

January 25, 2021 8-K

Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2021 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

December 31, 2020 SC 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Verso Corporation (Name of Issuer) Common Stock, par value $0.

December 31, 2020 EX-99.1

JOINT FILING AGREEMENT

Verso Corporation SC 13D Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 31, 2020 (including amendments thereto) with respect to the Common Stock of Verso Corporation. This Joint Filing Agreemen

December 17, 2020 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 8)* Verso Corporation (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) (CU

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 8)* 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)

November 12, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-34056 (Commission File Number) VERSO CORPORATI

November 9, 2020 NT 10-Q

- NT 10-Q

NT 10-Q SEC FILE NUMBER 001-34056 CUSIP NUMBER 92531L207 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 9, 2020 EX-99.2

Forward Looking Statements Non-GAAP Financial Information In this presentation, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the

EX-99.2 3 vrs-ex9926.htm EX-99.2 Third Quarter 2020 Results NYSE: VRS Exhibit 99.2 Forward Looking Statements Non-GAAP Financial Information In this presentation, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this

November 9, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File

November 9, 2020 EX-99.1

Verso Corporation Reports Third Quarter 2020 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share

EX-99.1 2 d810737dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Reports Third Quarter 2020 Financial Results and Declares Quarterly Cash Dividend of $0.10 per Share MIAMISBURG, Ohio, Nov. 9, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today reported financial results for the third quarter of 2020 and announced that its Board of Directors has declared a quarterly cash dividend for the quar

October 1, 2020 EX-10.2

Offer Letter, dated September 30, 2020, by and between Verso Corporation and Randy Nebel.

EX-10.2 Exhibit 10.2 Verso Corporation 8540 Gander Creek Drive Miamisburg, Ohio 45342 T 877 855 7243 www.versoco.com September 30, 2020 Mr. Randy J. Nebel Dear Randy: On behalf of the Board of Directors (the “Board”) of Verso Corporation (the “Company”), I am pleased to offer you the position, on an interim basis, of the Company’s Chief Executive Officer (the “CEO”) reporting to the Board. Your em

October 1, 2020 EX-10.1

Separation Agreement, dated September 30, 2020, by and between Verso Corporation and Adam St. John.

EX-10.1 Exhibit 10.1 Verso Corporation 8540 Gander Creek Drive Miamisburg, Ohio 45342 T 877 855 7243 www.versoco.com September 30, 2020 Mr. Adam St. John Dear Adam: This letter agreement, including the Waiver (as defined herein) and the other exhibits hereto (collectively, this “Agreement”), sets forth the understanding and agreement between Verso Corporation, a Delaware corporation (together with

October 1, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission Fi

October 1, 2020 EX-99.1

Verso Corporation Announces Change in Leadership

EX-99.1 Exhibit 99.1 Verso Corporation Announces Change in Leadership MIAMISBURG, Ohio - October 1, 2020 – Verso Corporation (NYSE: VRS) today announced that Adam St. John has resigned as President and Chief Executive Officer and as a member of the Board of Directors, effective as of September 30, 2020. The Verso Board of Directors has named Randy J. Nebel, a current member of the Board, as interi

August 6, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-34056 (Commission File Number) VERSO CORPORATION (E

August 6, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File N

August 6, 2020 EX-99.1

Verso Corporation Announces $3.00 Special Cash Dividend and Reports Second Quarter 2020 Financial Results

EX-99.1 2 d24110dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Announces $3.00 Special Cash Dividend and Reports Second Quarter 2020 Financial Results MIAMISBURG, Ohio, Aug. 6, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today reported financial results for the second quarter of 2020 and announced that it will pay a special cash dividend of $3.00 per share of common stock and a quarterly

August 6, 2020 EX-10.1

Retention Letter Agreement, dated December 13, 2019, by and among Verso Corporation and Kenneth Sawyer.

EXHIBIT 10.1 Verso Corporation Corporate Headquarters 8540 Gander Creek Drive Miamisburg, OH 45342 Name of sender Adam St John T 906 221 7315 E [email protected] W www.versoco.com December 12, 2019 Kenny Sawyer 9864 Summit Point Drive Miamisburg, OH 45342 Dear Kenny: We are pleased with all of your hard work and your continued commitment to Verso. Verso is rewarding you with a retention bonu

August 6, 2020 EX-99.2

Forward Looking Statements Non-GAAP Financial Information In this presentation, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the

EX-99.2 3 vrs-ex99215.htm EX-99.2 Second Quarter 2020 Results NYSE: VRS Exhibit 99.2 Forward Looking Statements Non-GAAP Financial Information In this presentation, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in th

July 21, 2020 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 29, 2020 DEF 14A

- FORM DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 26, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 24, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Nu

June 26, 2020 EX-3.1

Amended and Restated Bylaws of Verso Corporation.

EX-3.1 2 d32707dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF VERSO CORPORATION A Delaware Corporation Effective June 24, 2020 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1 Principal Executive Office 1 1.2 Registered Office 1 1.3 Other Offices 1 ARTICLE II STOCKHOLDERS MEETINGS 1 2.1 Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special Meetings 1 2.4 Notice 1 2.5 Adjournments 2 2.6

June 9, 2020 EX-99.1

Verso Announces Necessary Actions to Offset Unprecedented Market Decline Due to COVID-19

EX-99.1 2 d939893dex991.htm EX-99.1 Exhibit 99.1 Verso Announces Necessary Actions to Offset Unprecedented Market Decline Due to COVID-19 MIAMISBURG, Ohio, June 9, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today announced that it is taking immediate actions to offset unprecedented market decline due to the COVID-19 pandemic and to reposition the company for future success. Verso will indef

June 9, 2020 EX-99.2

Q1 ‘19

Supplemental Information for Q1 2020 Exhibit 99.2 Q1 ‘19 Q1 ‘20 Δ Δ % Shipments (000 tons) - Paper 499 439 (60) -12% - Pulp 45 56 11 24% Total 544 495 (49) -9% NSP ($/ton) - Paper $ 956 $ 879 $ (77) -8% - Pulp $ 687 $ 460 $ (227) -33% Table represents Verso Consolidated data excluding Androscoggin and Stevens Point Mills for all periods provided. Q1 2020 Selected Supplemental Data ($M) Androscoggi

June 9, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Num

June 1, 2020 EX-99.1

Verso Corporation Appoints Terrence M. Dyer as Senior Vice President of Human Resources and Communications

EX-99.1 2 d904402dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Appoints Terrence M. Dyer as Senior Vice President of Human Resources and Communications MIAMISBURG, Ohio, June 1, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today announced that Terrence M. Dyer has been appointed Verso's Senior Vice President, Human Resources and Communications, effective June 1, 2020. "I am pleased to hav

June 1, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 1, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Num

May 13, 2020 EX-99.1

Verso Corporation Declares Quarterly Cash Dividend of $0.10 per Share and Announces Date of 2020 Annual Meeting of Stockholders

EX-99.1 2 d919615dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Declares Quarterly Cash Dividend of $0.10 per Share and Announces Date of 2020 Annual Meeting of Stockholders MIAMISBURG, Ohio, May 12, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) announced today that its Board of Directors has declared a quarterly cash dividend of $0.10 per share of Verso's Class A Common Stock, $0.01 par va

May 13, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Num

May 11, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File Num

May 11, 2020 EX-99.2

Verso First Quarter 2020 Results Earnings Conference Call and Webcast – May 11, 2020 Verso turn to us

Exhibit 99.2 Verso First Quarter 2020 Results Earnings Conference Call and Webcast – May 11, 2020 Verso turn to us Forward Looking Statements & Non-GAAP Financial Information 1 In this presentation, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934

May 11, 2020 EX-3.6

Certificate of Elimination of Series A Junior Participating Preferred Stock of Verso Corporation

EX-3.6 2 exhibit363312020.htm EXHIBIT 3.6 EXHIBIT 3.6 CERTIFICATE OF ELIMINATION OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF VERSO CORPORATION Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Verso Corporation, a corporation duly organized and existing under the General Corporation Law (“DGCL”) of the State of Delaware (the “Company”), certifies as fol

May 11, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-34056 (Commission File Number) VERSO CORPORATION (

May 11, 2020 EX-99.1

Verso Corporation Reports First Quarter 2020 Financial Results

EX-99.1 2 d917381dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Reports First Quarter 2020 Financial Results MIAMISBURG, Ohio, May 11, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today reported financial results for the first quarter of 2020. First Quarter 2020 Highlights: Net sales of $471 million, down $168 million compared to first quarter 2019 Net income of $54 million or $1.52 per di

April 29, 2020 EX-10.1

Separation Agreement and Release, dated March 10, 2020, between Verso Corporation and Michael A. Weinhold.

EX-10.1 Exhibit 10.1 Verso Corporation 8540 Gander Creek Drive Miamisburg, OH 45342 www.versoco.com March 10, 2020 Mr. Michael A. Weinhold 616 W. Madison St. Ann Arbor, MI 48103 Re: Termination of Employment Dear Mike: This letter agreement and its attached exhibits (collectively, this “Agreement”) set forth the understanding and agreement between Verso Corporation, a Delaware corporation (togethe

April 29, 2020 10-K/A

Annual Report - 10-K/A

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No.

April 14, 2020 EX-10.2

Restricted Covenant Agreement, dated April 14, 2020, by and between Verso Corporation and Mathew Archambeau.

EX-10.2 3 vrs-ex10219.htm EX-10.2 Exhibit 10.2 RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into April 14, 2020 (“Effective Date”), by and between Verso Corporation, a Delaware corporation (“Verso”), and Matthew Archambeau (“Employee”). WHEREAS, Verso and Employee are parties to an employment agreement dated on or about the date hereof (

April 14, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 13, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File N

April 14, 2020 EX-99.1

Verso Corporation Appoints Matthew M. Archambeau as Senior Vice President of Manufacturing and Energy

Exhibit 99.1 Verso Corporation Appoints Matthew M. Archambeau as Senior Vice President of Manufacturing and Energy MIAMISBURG, Ohio, April 14, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today announced that Matthew M. Archambeau has been appointed Verso's Senior Vice President, Manufacturing and Energy, effective immediately. "I am very pleased to have Matt join our senior leadership team w

April 14, 2020 EX-10.1

Employment Agreement, dated April 14, 2020, by and between Verso Corporation and Mathew Archambeau.

EX-10.1 2 vrs-ex10118.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on the 14th day of April, 2020, by and between Verso Corporation (“Verso”), and Matthew Archambeau (“Employee”). WHEREAS, Verso desires to employ Employee, and Employee desires to be employed by Verso, as Verso’s Senior Vice President, Manufacturing and Energy, on th

April 13, 2020 SC 13D/A

VRSZ / Verso Corporation / Lapetus Capital Ii Llc - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

Amendment No. 7 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 7)* 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, Co

April 13, 2020 SC 13D/A

VRSZ / Verso Corporation / Bw Coated Llc - SC 13D/A Activist Investment

SC 13D/A 1 a20-155671sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) 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, 5

April 2, 2020 SC 13D/A

VRSZ / Verso Corporation / Scw Capital Management, Lp - AMENDMENT TO FORM SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

March 13, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File N

March 13, 2020 EX-99.1

Verso Corporation Announces Senior Leadership Changes

EX-99.1 2 d887032dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Announces Senior Leadership Changes Adam St. John – President and Chief Executive Officer Aaron D. Haas – Senior Vice President of Sales and Marketing MIAMISBURG, Ohio, March 13, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today announced that its Board of Directors has elected Verso's Chief Executive Officer, Adam St. John,

March 12, 2020 EX-99.1

Verso Corporation Announces Change in Senior Leadership

EX-99.1 2 d843658ex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Announces Change in Senior Leadership MIAMISBURG, Ohio, March 11, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today announced that Michael A. Weinhold has resigned as President of Verso, effective March 10, 2020. "On behalf of the entire Board and senior leadership team, I want to thank Mike for his leadership and contribution

March 12, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission File N

March 2, 2020 EX-21

Subsidiaries of Verso Corporation.

EX-21 3 exhibit2112312019.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF VERSO CORPORATION Verso Corporation, a Delaware corporation, had the domestic subsidiaries shown below as of December 31, 2019. Jurisdiction of Incorporation or Subsidiary Organization Verso Holding LLC Delaware Verso Paper Holding LLC Delaware Verso Androscoggin LLC Delaware Verso Escanaba LLC Delaware Verso Luke LLC Delaware Ver

March 2, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Verso Corporation (Exact name of registrant as specified in i

March 2, 2020 EX-4.2

Description of Capital Stock of Verso Corporation.

EX-4.2 2 exhibit4212312019.htm EXHIBIT 4.2 EXHIBIT 4.2 DESCRIPTION OF CAPITAL STOCK OF VERSO CORPORATION General This section summarizes the rights of capital stock of Verso Corporation (the “Company”), certain provisions of the Company’s amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation”) and the Company’s amended and restated bylaws (as amended, the

February 27, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation) (Commission Fil

February 27, 2020 EX-99.1

Verso Corporation Announces Board Authorization of Stock Repurchase and Reports Fourth Quarter and Full Year 2019 Financial Results

EX-99.1 2 d893188dex991.htm EX-99.1 Exhibit 99.1 Verso Corporation Announces Board Authorization of Stock Repurchase and Reports Fourth Quarter and Full Year 2019 Financial Results MIAMISBURG, Ohio, Feb. 27, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) today announced that the Board of Directors has authorized up to $250 million to be used to repurchase outstanding shares and reported financi

February 27, 2020 EX-99.2

Forward Looking Statements & Non-GAAP Financial Information In this presentation, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of th

Earnings Conference Call and Webcast – February 27, 2020 Verso Fourth Quarter and Full Year 2019 Results Exhibit 99.

February 19, 2020 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 02, 2020, pursuant to the provisions of Rule 12d2-2 (a).

February 18, 2020 EX-3.2

Amendment No. 1 of Amended and Restated Bylaws of Verso Corporation.

EX-3.2 3 tm209301d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDMENT NO. 1 AMENDED AND RESTATED BYLAWS OF VERSO CORPORATION Section 3.4 and Section 9.1 of the Amended and Restated Bylaws of Verso Corporation effective July 15, 2016 (the “Bylaws”), are hereby amended in their entirety, effective February 18, 2020, to provide as set forth below. Except as specifically set forth below, the Bylaws remain un

February 18, 2020 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Verso Corporation.

EX-3.1 2 tm209301d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERSO CORPORATION Verso Corporation, a Delaware corporation (the “Corporation”), hereby certifies that the following amendments to its Amended and Restated Certificate of Incorporation were duly adopted in accordance with Section 242 of the Delaware General Corporat

February 18, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2020 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization)

February 18, 2020 EX-4.1

Amendment No. 1 to Rights Agreement, dated as of February 18, 2020, by and between Verso Corporation and Computershare Trust Company, N.A., as rights agent

EX-4.1 4 tm209301d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (this "Amendment") is dated as of February 18, 2020 and amends the Rights Agreement, dated as of June 17, 2019 (the "Rights Agreement"), by and between Verso Corporation, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as

February 18, 2020 8-A12B/A

VRS / Verso Corporation 8-A12B/A - - FORM 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VERSO CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-3217389 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden

February 13, 2020 SC 13G/A

VRSZ / Verso Corporation / Oaktree Capital Management LP - AMENDMENT NO. 4 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Verso Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 92531L207 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 12, 2020 SC 13G/A

VRSZ / Verso Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Verso Corp Title of Class of Securities: Common Stock CUSIP Number: 92531L207 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

February 12, 2020 SC 13G/A

VRSZ / Verso Corporation / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VERSO CORP - A (Name of Issuer) Common Stock (Title of Class of Securities) 92531L207 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 10, 2020 EX-99.2

Verso Corporation Completes Sale of Androscoggin and Stevens Point Mills

EX-99.2 3 tm207108d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Verso Corporation Completes Sale of Androscoggin and Stevens Point Mills MIAMISBURG, Ohio, Feb. 10, 2020 /PRNewswire/ - Verso Corporation (NYSE: VRS) (“Verso” or the “Company”) today announced that it has completed the sale of its Androscoggin Mill, located in Jay, Maine, and its Stevens Point Mill, located in Stevens Point, Wisconsin, to Pi

February 10, 2020 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2020 VERSO CORPORATION (Exact Name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization)

February 10, 2020 EX-99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements

EX-99.1 2 tm207108d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements The unaudited pro forma condensed consolidated financial statements were prepared to assist readers in understanding the nature and effects of the sale (the “Sale Transaction”) by Verso Corporation, a Delaware corporation, (together with its direct and indirect subsidiaries “Ver

February 6, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2020 VERSO CORPORATION (Exact Name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization)

February 5, 2020 SC 13D/A

VRSZ / Verso Corporation / Bw Coated Llc - SC 13D/A - AMEND NO 5 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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: (

February 5, 2020 EX-99.9

Cooperation Agreement dated January 30, 2020.

EX-99.9 2 d855588dex999.htm EX-99.9 Exhibit 99.9 COOPERATION AGREEMENT This Agreement (this “Agreement”) is made and entered into as of January 30, 2020 by and among Verso Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (each an “Investor” and collectively, the “Investors”) (each of the Company and the Investors, a “Party” to this Agreement,

February 5, 2020 EX-99.1

Verso, Atlas and Blue Wolf Announce Agreement to End Proxy Contest

Exhibit 99.1 Verso, Atlas and Blue Wolf Announce Agreement to End Proxy Contest MIAMISBURG, Ohio and GREENWICH, Connecticut – January 31, 2020 – Verso Corporation (NYSE: VRS) (the “Company”) and Lapetus Capital II LLC (together with its affiliates, including Atlas Holdings LLC, “Atlas”) and Blue Wolf Capital Advisors IV, LLC (“Blue Wolf”) and their respective affiliates, today announced that they

February 5, 2020 SC 13D/A

VRSZ / Verso Corporation / Lapetus Capital Ii Llc - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

Amendment No. 6 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 6)* 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, Co

February 5, 2020 EX-10.1

Cooperation Agreement.

EX-10.1 2 tm206634d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION COOPERATION AGREEMENT This Agreement (this “Agreement”) is made and entered into as of January 30, 2020 by and among Verso Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (each an “Investor” and collectively, the “Investors”) (each of the Company and the Investors, a

February 5, 2020 EX-99.2

Verso Announces Preliminary Results of 2019 Annual Meeting of Stockholders Pixelle Transaction Approved by Stockholders; Expected to Close in Early February 2020

Exhibit 99.2 Verso Announces Preliminary Results of 2019 Annual Meeting of Stockholders Pixelle Transaction Approved by Stockholders; Expected to Close in Early February 2020 MIAMISBURG, Ohio – February 3, 2020 – Verso Corporation (NYSE: VRS) ("Verso" or the "Company") today announced preliminary results of matters voted upon during its 2019 Annual Meeting of Stockholders held on January 31, 2020.

February 5, 2020 EX-99.4

COOPERATION AGREEMENT

Exhibit 99.4 EXECUTION VERSION COOPERATION AGREEMENT This Agreement (this “Agreement”) is made and entered into as of January 30, 2020 by and among Verso Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (each an “Investor” and collectively, the “Investors”) (each of the Company and the Investors, a “Party” to this Agreement, and collectively,

February 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2020 VERSO CORPORATION (Exact Name of registrant as specified in its charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization)

February 4, 2020 SC 13D/A

VRSZ / Verso Corporation / Scw Capital Management, Lp - AMENDMENT TO FORM SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

January 31, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 31, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

January 31, 2020 EX-99.(A)

Verso, Atlas and Blue Wolf Announce Agreement to End Proxy Contest

EXHIBIT A Exhibit A Verso, Atlas and Blue Wolf Announce Agreement to End Proxy Contest MIAMISBURG, Ohio and GREENWICH, Connecticut – January 31, 2020 – Verso Corporation (NYSE: VRS) (the “Company”) and Lapetus Capital II LLC (together with its affiliates, including Atlas Holdings LLC, “Atlas”) and Blue Wolf Capital Advisors IV, LLC (“Blue Wolf”) and their respective affiliates, today announced that they have reached an agreement to settle the pending proxy contest with respect to the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”) and certain other matters.

January 31, 2020 DFRN14A

VRSZ / Verso Corporation DFRN14A - - DFRN14A

DFRN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro

January 29, 2020 DEFR14A

VRS / Verso Corporation DEFR14A - - DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

January 28, 2020 CORRESP

VRS / Verso Corporation CORRESP - -

Alice hsu +1 212.872.1053/fax: +1 212.872.1002 [email protected] January 28, 2020 Via EDGAR and Overnight Delivery Mr. Nicholas P. Panos Senior Special Counsel Office of Mergers & Acquisitions Division of Corporation Finance Office of Natural Resources U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Verso Corporation DEFA14A additional soliciting material made o

January 28, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

January 28, 2020 CORRESP

VRS / Verso Corporation CORRESP - -

Alice hsu +1 212.872.1053/fax: +1 212.872.1002 [email protected] January 28, 2020 Via EDGAR and Overnight Delivery Mr. Nicholas P. Panos Senior Special Counsel Office of Mergers & Acquisitions Division of Corporation Finance Office of Natural Resources U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Verso Corporation DEFA14A additional soliciting material made o

January 28, 2020 EX-99.(A)

Atlas And Blue Wolf Outline Urgent Need For Their Three Highly Qualified, Independent Directors To Help Fix Verso Vote on the BLUE Card for the Election of Tim Lowe, Sean Erwin and Jeffrey Kirt

EXHIBIT A EXHIBIT A Atlas And Blue Wolf Outline Urgent Need For Their Three Highly Qualified, Independent Directors To Help Fix Verso Vote on the BLUE Card for the Election of Tim Lowe, Sean Erwin and Jeffrey Kirt GREENWICH, Conn.

January 28, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

January 27, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 27, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

January 24, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 24, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 23, 2020 VERSO CORPORATION (Exact name of registrant as specified in charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization) (Com

January 23, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

January 23, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

January 23, 2020 EX-99.(A)

ATLAS AND BLUE WOLF CORRECT VERSO’S MISLEADING COMMENTS REGARDING SETTLEMENT DISCUSSIONS Tim Lowe Would Be An Instrumental Addition To The Verso Boardroom

Exhibit A EXHIBIT A ATLAS AND BLUE WOLF CORRECT VERSO’S MISLEADING COMMENTS REGARDING SETTLEMENT DISCUSSIONS Tim Lowe Would Be An Instrumental Addition To The Verso Boardroom Greenwich, CT and New York, NY – January 22, 2020 – Lapetus Capital II LLC (together with its affiliates, “Atlas”), along with other participants in its solicitation, including BW Coated LLC (together with its affiliates, “Blue Wolf”), the beneficial owner of approximately 9.

January 21, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 21, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

January 21, 2020 EX-99.(A)

ISS RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF ATLAS AND BLUE WOLF NOMINEES TO VERSO’S BOARD AND DELAWARE COURT ORDERS VERSO TO PRODUCE ADDITIONAL INFORMATION ISS Highlights Verso Board’s Governance and Strategic Shortcomings and Recommends Sto

Exhibit A EXHIBIT A ISS RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF ATLAS AND BLUE WOLF NOMINEES TO VERSO’S BOARD AND DELAWARE COURT ORDERS VERSO TO PRODUCE ADDITIONAL INFORMATION ISS Highlights Verso Board’s Governance and Strategic Shortcomings and Recommends Stockholders Vote on the BLUE Proxy Card FOR the Election of Sean Erwin and Jeffrey Kirt Delaware Chancery Court Finds Credible Basis

January 21, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 16, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

January 14, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

January 13, 2020 EX-99.(A)

Verso Has Been Misleading Stockholders About Atlas/Blue Wolf’s Offers For Verso and Inclusion of Twin Rivers Atlas’ net position in Twin Rivers is substantially less than Atlas’ net position in Verso, yet the Board would have you believe that we are

EXHIBIT A Don’t Be Fooled By The Verso Board… Verso Needs Change! Verso has presented a false narrative of Atlas and Blue Wolf attempting to facilitate a combination of Twin Rivers and Verso Verso’s touted performance is not what it seems Our nominees are highly-qualified independent thinkers, endorsed publicly by stockholders owning 17% of Verso’s shares Verso’s statements to the contrary are pur

January 13, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 13, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

January 13, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

January 13, 2020 EX-99.(A)

ATLAS HOLDINGS LAWSUIT AGAINST VERSO PREVENTS FURTHER DELAY IN ELECTION OF DIRECTORS AND RESULTS IN ADDED DISCLOSURE Atlas Expects More Disclosure Regarding the Proposed Transaction

EX-99.(A) 2 d865470dex99a.htm EXHIBIT A EXHIBIT A ATLAS HOLDINGS LAWSUIT AGAINST VERSO PREVENTS FURTHER DELAY IN ELECTION OF DIRECTORS AND RESULTS IN ADDED DISCLOSURE Atlas Expects More Disclosure Regarding the Proposed Transaction Greenwich, CT and New York, NY – January 13, 2020 – Lapetus Capital II LLC (together with its affiliates, “Atlas”), along with other participants in its solicitation, i

January 10, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 7, 2020 VERSO CORPORATION (Exact name of registrant as specified in charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization) (Comm

January 7, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

January 7, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 6, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 6, 2020 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

January 3, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

January 3, 2020 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

December 31, 2019 EX-99.(A)

THE VERSO BOARD NEEDS CHANGE NOW Protect your Investment by Voting to Elect Our Three Nominees – Sean T. Erwin, Jeffrey E. Kirt and Timothy Lowe – on the BLUE Proxy Card Today

EXHIBIT A EXHIBIT A December 31, 2019 THE VERSO BOARD NEEDS CHANGE NOW Protect your Investment by Voting to Elect Our Three Nominees – Sean T.

December 31, 2019 DEFC14A

VRSZ / Verso Corporation DEFC14A - - DEFC14A

DEFC14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 31, 2019 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

December 30, 2019 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

December 30, 2019 DEFC14A

VRS / Verso Corporation DEFC14A - - DEFC14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

December 30, 2019 DEFR14A

VRS / Verso Corporation DEFR14A - - DEFR14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

December 30, 2019 DEFR14A

VRS / Verso Corporation DEFR14A - - DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

December 26, 2019 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

December 23, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2019 VERSO CORPORATION (Exact name of registrant as specified in charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization) (Co

December 23, 2019 DFAN14A

VRSZ / Verso Corporation DFAN14A - - DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

December 23, 2019 EX-99.(A)

ATLAS AND BLUE WOLF COMMENT ON VERSO BOARD’S SECOND POSTPONEMENT OF ANNUAL MEETING TO ELECT DIRECTORS Board’s Actions Reinforce the Need for Atlas and Blue Wolf’s Three (3) Nominees on the Board Prevents Shareholders from Making an Informed Decision

Exhibit A EXHIBIT A ATLAS AND BLUE WOLF COMMENT ON VERSO BOARD’S SECOND POSTPONEMENT OF ANNUAL MEETING TO ELECT DIRECTORS Board’s Actions Reinforce the Need for Atlas and Blue Wolf’s Three (3) Nominees on the Board Prevents Shareholders from Making an Informed Decision on the Specialty Mills Transaction Greenwich, CT and New York, NY – December 23, 2019 – Atlas Holdings LLC (“Atlas”) and Blue Wolf

December 23, 2019 DEFA14A

VRS / Verso Corporation DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2019 VERSO CORPORATION (Exact name of registrant as specified in charter) Delaware 001-34056 75-3217389 (State or other jurisdiction of incorporation or organization) (Co

December 23, 2019 EX-99.1

Verso to Combine 2019 Annual Meeting and Special Meeting of Stockholders Combined Meeting Scheduled for January 31, 2020; Stockholders of Record as of December 16, 2019 Entitled to Notice of and to Vote at the Combined Meeting

Exhibit 99.1 Verso to Combine 2019 Annual Meeting and Special Meeting of Stockholders Combined Meeting Scheduled for January 31, 2020; Stockholders of Record as of December 16, 2019 Entitled to Notice of and to Vote at the Combined Meeting MIAMISBURG, Ohio — December 23, 2019 — Verso Corporation (NYSE: VRS) ("Verso" or the "Company") today announced that the 2019 annual meeting of stockholders of

December 19, 2019 CORRESP

VRS / Verso Corporation CORRESP - -

Alice hsu +1 212.872.1053/fax: +1 212.872.1002 [email protected] December 18, 2019 Via EDGAR Mr. Nicholas P. Panos Senior Special Counsel Office of Mergers & Acquisitions Division of Corporation Finance Office of Natural Resources U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Verso Corporation Amendment No. 2 to preliminary proxy statement filing made on Sched

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