Sec Form 13G Filing - Mudrick Capital Management L.P. filing for Verso Corp (VRS) - 2018-03-26

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. 3)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 23, 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   16,826
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   16,826

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,826*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.05%
12.	TYPE OF REPORTING PERSON   PN

 

* Represents 10,740 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.

 

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   51,168
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   51,168

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   51,168*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.15%
12.	TYPE OF REPORTING PERSON   PN

 

* Represents 35,800 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.

  

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   174,040
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   174,040

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   174,040*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.51%
12.	TYPE OF REPORTING PERSON   PN

 

*Represents 113,515 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.

 

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   190,866
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   190,866

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   190,866*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.55%
12.	TYPE OF REPORTING PERSON   OO

 

* Represents 124,255 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.

 

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   51,168
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   51,168

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   51,168*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.15%
12.	TYPE OF REPORTING PERSON   OO

 

* Represents 35,800 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.

 

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   376,744
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   376,744

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   376,744*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.10%
12.	TYPE OF REPORTING PERSON   IA

 

* Represents 250,606 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.

 

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   376,744
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   376,744

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   376,744*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.10%
12.	TYPE OF REPORTING PERSON   OO

 

* Represents 250,606 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.

 

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   376,744
	7.	SOLE DISPOSITIVE POWER   -0-
	8.	SHARED DISPOSITIVE POWER   376,744

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   376,744*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.10%
12.	TYPE OF REPORTING PERSON   IN

 

* Represents 250,606 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.

 

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, 6^th 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.

 

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 23, 2018.

 

CUSIP NO. 92531L207

 

(b)

Percent of class:

 

See Cover Page Item 11 for each Reporting Person’s percentage ownership as of March 23, 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.

 

 ☒

 

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.

 

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 26, 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

 

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