13D Filing: Mudrick Capital Management, L.P. and Verso Corp (VRSZQ)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )¹

Verso Corporation

(Name
of Issuer)

Class A Common Stock, par value $0.01

(Title of Class of Securities)

92531L207

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

September
18, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

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).

¹Represents
218,245 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.

²Represents
727,470 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.

³Represents
2,306,552 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.

⁴Represents
2,524,797 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.

⁵Represents
727,470 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 Represents
5,092,273 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.

⁷Represents
5,092,273 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.

⁸Represents
5,092,273 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.

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

This statement relates
to the Class A Common Stock, par value $0.01 (the “Shares”), of Verso Corporation, a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 8450 Gander Creek Drive, Miamisburg, Ohio 45342.

                Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)           The
address of the principal business office of each of the Reporting Persons is 527 Madison Avenue, 6^th Floor, New York,
NY 10022.

(c)          The
principal business of Specialty LP, Drawdown LP, Global LP is investing in securities. The principal business of Mudrick GP is
acting as the general partner of Specialty LP and Global LP. The principal business of Drawdown GP is acting as the general partner
of Drawdown LP. The principal business of MCM is acting as the investment manager to Specialty LP, Drawdown LP, Global LP and certain
separately managed accounts. The principal business of MCM GP is acting as the general partner of MCM. The principal occupation
of Mr. Mudrick is serving as the sole member of the Mudrick GP, Drawdown GP and MCM GP.

(d)          No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)           No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.

(f)           Mr.
Mudrick is a citizen of the United States of America.

As more fully described
in Item 6 hereof, in connection with the Issuer’s emergence from bankruptcy on July 15, 2016 (the “Effective Date”),
Specialty LP received 89,160 Shares and 6,086 warrants to purchase Shares in exchange for certain debt that it had owned pre-bankruptcy.
Drawdown LP received 148,340 Shares and 15,368 warrants to purchase Shares in exchange for certain debt that it had owned pre-bankruptcy.
Global LP received 1,060,215 Shares and 60,525 warrants to purchase Shares in exchange for certain debt that it had owned pre-bankruptcy.
Certain managed accounts to which MCM acts as investment manager received 630,153 Shares and 44,159 warrants to purchase Shares
in exchange for certain debt that they owned pre-bankruptcy.

Specialty LP has purchased
129,085 Shares with working capital in open market purchases. The aggregate purchase price of the 129,085 Shares purchased in the
open market by Specialty LP is approximately $628,954, excluding brokerage commissions.

Drawdown LP has purchased
579,130 Shares with working capital in open market purchases. The aggregate purchase price of the 579,130 Shares purchased in the
open market by Drawdown LP is approximately $3,174,573, excluding brokerage commissions.

Global LP has purchased
1,246,337 Shares with working capital in open market purchases. The aggregate purchase price of the 1,246,337 Shares purchased
in the open market by Global LP is approximately $5,939,225, excluding brokerage commissions.

MCM has purchased
1,209,853 Shares on behalf of certain managed accounts with working capital in open market purchases. The aggregate purchase price
of the 1,209,853 Shares purchased in the open market by MCM on behalf of certain managed accounts is approximately $6,173,465, excluding
brokerage commissions.

Other than with respect
to the Shares and warrants that were issued to certain of the Reporting Persons as holders of debt when the Issuer emerged from
bankruptcy, which is further discussed in Items 3 and 6 hereof, the Reporting Persons purchased the Shares based on the Reporting
Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or
decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons
are deeply frustrated with the Board’s inaction to address the Issuer’s rapidly deteriorating financial position. The
Reporting Persons have expressed these frustrations to the Board and intend to continue its dialogue with the Board to help enact
a strategic plan that will return value to stockholders, including a potential sale of the Stevens Point and Androscoggin mills.
If the Board does not engage with the Reporting Persons in good faith, the Reporting Persons intend to pursue all other avenues
to protect its investment.

No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
continuing to engage in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning
changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer,
purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 34,086,201 Shares outstanding, which is the total number of Shares
outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 9, 2017.

Percentage: Less than
1.0%

Percentage: Approximately
2.2%

Percentage: Approximately
6.9%

Percentage: Approximately
7.6%

Percentage: Approximately
2.2%

Percentage: Approximately
15.3%

Percentage: Approximately
15.3%

Percentage: Approximately
15.3%

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

As noted in Item 3
above, in connection with the Issuer’s emergence from bankruptcy, certain of the Reporting Persons received 126,138 warrants
to purchase Shares in exchange for certain debt that they had owned. The warrants are governed by a warrant agreement by and among
the Issuer, Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company N.A., collectively as warrant agent
(the “Warrant Agreement”). Each warrant has a seven year term, expiring on July 15, 2023, and has an initial exercise
price of $27.86 per Share. The Warrant Agreement contains customary anti-dilution adjustments in the event of any stock split,
reverse stock split, reclassification, stock dividend or other distributions. In addition, the Warrant Agreement provides for anti-dilution
adjustments in the event of below market stock issuances at less than 95% of the average closing price of the Shares for the 10
consecutive trading days immediately prior to the applicable determination date, and for pro rata repurchases of Shares. The description
of the Warrant Agreement is qualified in its entirety by reference to the full text of the Warrant Agreement, which is incorporated
by reference herein as Exhibit 99.1.

On September 18, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: September 18, 2017