UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)1
| Verso Corporation |
| (Name of Issuer) |
| Class A Common Stock, $0.01 par value per share |
| (Title of Class of Securities) |
| 92531L207 |
| (CUSIP Number) |
| March 13, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Specialty Fund, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
92,046 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
92,046 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,046* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.27% |
| 12. |
TYPE OF REPORTING PERSON
PN |
* Represents 85,960 shares of Class A Common Stock and 6,086 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
2
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Drawdown Fund, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
301,901 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
301,901 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
301,901* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.88% |
| 12. |
TYPE OF REPORTING PERSON
PN |
* Represents 286,533 shares of Class A Common Stock and 15,368 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
3
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Fund Global, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
969,019 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
969,019 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,019* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.82% |
| 12. |
TYPE OF REPORTING PERSON
PN |
*Represents 908,494 shares of Class A Common Stock and 60,525 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
4
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Mudrick GP, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
1,061,065 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
1,061,065 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,061,065* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.09% |
| 12. |
TYPE OF REPORTING PERSON
OO |
* Represents 994,454 shares of Class A Common Stock and 66,611 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
5
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Mudrick Distressed Opportunity Drawdown Fund GP, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
301,901 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
301,901 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
301,901* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.88% |
| 12. |
TYPE OF REPORTING PERSON
OO |
* Represents 286,533 shares of Class A Common Stock and 15,368 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
6
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Mudrick Capital Management, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
2,131,859 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
2,131,859 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,859* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.20% |
| 12. |
TYPE OF REPORTING PERSON
IA |
* Represents 2,005,721 shares of Class A Common Stock and 126,138 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
7
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Mudrick Capital Management, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
2,131,859 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
2,131,859 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,859* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.20% |
| 12. |
TYPE OF REPORTING PERSON
OO |
* Represents 2,005,721 shares of Class A Common Stock and 126,138 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
8
CUSIP NO. 92531L207
| 1. |
NAME OF REPORTING PERSON
Jason Mudrick | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
(b) ☒
| ||
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
-0- |
| 6. |
SHARED VOTING POWER
2,131,859 | |
| 7. |
SOLE DISPOSITIVE POWER
-0- | |
| 8. |
SHARED DISPOSITIVE POWER
2,131,859 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,859* |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.20% |
| 12. |
TYPE OF REPORTING PERSON
IN |
* Represents 2,005,721 shares of Class A Common Stock and 126,138 shares of Class A Common Stock that are issuable upon exercise of warrants. The warrants are exercisable by the reporting person at any time prior to expiration on July 15, 2023.
9
CUSIP NO. 92531L207
| Item 1(a). | Name of Issuer: |
Verso Corporation, a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
8450 Grander Creek Drive
Miamisburg, Ohio 45342
| Item 2(a). | Name of Person Filing |
This statement is filed by Mudrick Distressed Opportunity Specialty Fund, L.P. (“Specialty LP”), Mudrick Distressed Opportunity Drawdown Fund, L.P. (“Drawdown LP”), Mudrick Distressed Opportunity Fund Global, L.P. (“Global LP”), Mudrick GP, LLC (“Mudrick GP”), Mudrick Distressed Opportunity Drawdown Fund GP, LLC (“Drawdown GP”), Mudrick Capital Management, L.P. (“MCM”), Mudrick Capital Management, LLC (“MCM GP”), and Jason Mudrick. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Mudrick GP is the general partner of Specialty LP and Global LP and may be deemed to beneficially own the Shares (as defined below) owned directly by Specialty LP and Global LP. Drawdown GP is the general partner of Drawdown LP and may be deemed to beneficially own the Shares owned directly by Drawdown GP. MCM is the investment manager to Specialty LP, Drawdown LP and Global LP and certain managed accounts. MCM GP is the general partner of MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown GP and MCM GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the Shares (as defined below) owned directly by Specialty LP, Drawdown LP and Global LP.
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal office of each of the Reporting Persons is 527 Madison Avenue, 6th Floor, New York, NY 10022.
| Item 2(c). | Citizenship |
Each of Specialty LP, Drawdown LP, Mudrick GP, Drawdown GP, MCM, MCM GP is organized under the laws of the State of Delaware. Global LP is organized under the laws of the Cayman Islands. Mr. Mudrick is a citizen of the United States of America.
10
CUSIP NO. 92531L207
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, $0.01 par value per share (the “Shares”)
| Item 2(e). | CUSIP Number: |
92531L207
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| /x / | Not applicable. | |
| (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | / / | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See Cover Page Item 9 for each Reporting Person, which reflects each such Reporting Person’s aggregate beneficial ownership as of March 13, 2018.
11
CUSIP NO. 92531L207
| (b) | Percent of class: |
See Cover Page Item 11 for each Reporting Person’s percentage ownership as of March 13, 2018. Such percentages are based on a denominator that is the sum of: (a) 34,234,921 Shares outstanding, which is the total number of Shares outstanding as of February 23, 2018 as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2018 and (b) 126,138 Shares that are issuable upon exercise of warrants.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Page Items 5-9 for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote |
See Cover Page Items 5-9 for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Page Items 5-9 for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Page Items 5-9 for each Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
12
CUSIP NO. 92531L207
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 14, 2018
|
MUDRICK DISTRESSED OPPORTUNITY SPECIALTY FUND, L.P.
By: Mudrick GP, LLC, its general partner
| |||
| By: | /s/ Jason Mudrick | ||
| Name: | Jason Mudrick | ||
| Title: | Sole Member | ||
|
MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND, L.P.
By: Mudrick Distressed Opportunity Drawdown Fund GP, LLC, its general partner
| |||
| By: | /s/ Jason Mudrick | ||
| Name: | Jason Mudrick | ||
| Title: | Sole Member | ||
|
MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.
By: Mudrick GP, LLC, its general partner
| |||
| By: | /s/ Jason Mudrick | ||
| Name: | Jason Mudrick | ||
| Title: | Sole Member | ||
| MUDRICK GP, LLC | |||
| By: | /s/ Jason Mudrick | ||
| Name: | Jason Mudrick | ||
| Title: | Sole Member | ||
| MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND GP, LLC | |||
| By: | /s/ Jason Mudrick | ||
| Name: | Jason Mudrick | ||
| Title: | Sole Member | ||
13
CUSIP NO. 92531L207
|
MUDRICK CAPITAL MANAGEMENT, L.P.
By: Mudrick Capital Management, LLC, its general partner
| |||
| By: | /s/ Jason Mudrick | ||
| Name: | Jason Mudrick | ||
| Title: | Sole Member | ||
| MUDRICK CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Jason Mudrick | ||
| Name: | Jason Mudrick | ||
| Title: | Sole Member | ||
| /s/ Jason Mudrick | |||
| JASON MUDRICK | |||
14