SecProbe.io

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

        DIVISION OF
    CORPORATION FINANCE

January 24 , 2020
St. John Daugherty
Secretary
Verso Corporation
8540 Gander Creek Drive
Miamisburg, Ohio 45342

 Re: Verso Corporation
DEFA1 4A additional soliciting material  made on Schedule 14A
Filed on January 24 , 2020  by Verso Corporation
  File No.  001-34056

Dear M s. Daugherty ,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional commen ts.
Definitive Additional Soliciting Material filed under cover of Schedule 14A

1. Please refer to the following  assertion that Verso believes “that the proxy contest is yet
another attempt by Atlas/Blue Wolf to accomplish their objective of controlling the
Company, given that the outcome could effectively result in Atlas becoming a ‘controlling
stockholder. ’”  Absent a factual foundation, unqualified use of the term “contr ol” in this
context may  contravene Rule 14a -9.  The participants (other than the nominees) in the
counter -solicitation will not, as a matter of fact and law, be obtaining "control" of the Board
or Verso  in the event tha t their proxy solicitation is fully successful.   Please advise us of the
factual foundation up on which Verso relied to support the contention that Atlas/Blue Wolf
may “effectively ” become a “controlling stockholder. ”  Refer to Note b. to Rule 14a -9.

2. Please refer to the following statement:  “Verso believes that the proxy contest is directly
related to Atlas/Blue Wolf’s objective to control the Company, this time, however, without
paying anything to stockholders. ”  The implied reference  to a control premium  or other
payment that is otherwise owe d suggests  the participants are  attempting to acquir e share
capital as opposed to s imply exercising  stockholder rights to nominate and vo te upon a slate
of new di rectors.   Given that Atlas/Blue Wolf  will not control Verso  even if their solicitation

St. John Daugherty
Verso Corporation
January  24, 2020
Page 2

 is success ful, no payment appears to  be due.  We also are unaware of any legal requirement
that obligates a non -management  party to pay a control premium or any proxy solicitation
undertaken in compliance with Section 14(a) and corresponding Regulation 14A in which a
person soliciting proxies paid a control premium or made an other payment  to security
holders in exchange for a vote in favor of their candidates.  Please refrain from creating the
impression that a payment is legally or otherwise required in ligh t of the Rule 14a -9
proscription against omissions of material fact necessary to make the statement s made in
light of the  circumstances under which the y are  made.  Please also refrain from using this
inexact formulation in future filings absent qualification and the inclusion of factual support.

 We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Alice Hsu , Esq.