SEC Comment Letter for Verso Corp (CIK 0001421182) — Jan 28, 2020
Verso Corp (CIK 0001421182)
Date: Jan. 28, 2020 · CIK: 0001421182 · Accession: 0000000000-20-000749
AI Filing Summary & Sentiment
File numbers found in text: 001-34056
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE January 2 8, 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 2 7, 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. The substantive content of the above -captioned DEFA14A purports to amend the Definitive Proxy Statement filed on Dece mber 27, 2019 using the EDGAR hea der tag DEF C14A. While the referenced filing might have been accepted by EDGAR on that date, EDGAR indicates that the date the filing became public ly available was December 30, 2019, presumably because the submission was received after the U.S. Securities and Exchange Commission ’s official business hours. Please revise to correct this inconsistency, or advise.
2. The representation that the “Supplement to the Definitive Solicitation Statement ” amend s the definitive proxy statement may not have a legal basis in light of the established regulatory framework for a revised proxy statement to be filed. The proxy statement, as defined in Rule 14a-1(g), has been codified at Rule 14a -101. That form bears an entry on the cover page that will enable the participants to make a revised disclosure identified as Amendment No. 1 to the Definitive Proxy Statement designat ed on EDGAR by the header tag D EFR14A. Please file the supplemental information contained in th e DFAN14A together with any new , material information in an actual amendment to the definitive proxy statement and ensure that the proper b ox relating to “Definitive Proxy Statement” on the cover page of Schedule 14A has been selected and the filing identified as “Amendment No. 1 .” See Rule 14a -9(a).
St. John Daugherty Verso Corporation January 28 , 2020 Page 2
We re mind 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
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
January 2 8, 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 2 7, 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. The substantive content of the above -captioned DEFA14A purports to amend the Definitive
Proxy Statement filed on Dece mber 27, 2019 using the EDGAR hea der tag DEF C14A.
While the referenced filing might have been accepted by EDGAR on that date, EDGAR
indicates that the date the filing became public ly available was December 30, 2019,
presumably because the submission was received after the U.S. Securities and Exchange
Commission ’s official business hours. Please revise to correct this inconsistency, or advise.
2. The representation that the “Supplement to the Definitive Solicitation Statement ” amend s the
definitive proxy statement may not have a legal basis in light of the established regulatory
framework for a revised proxy statement to be filed. The proxy statement, as defined in Rule
14a-1(g), has been codified at Rule 14a -101. That form bears an entry on the cover page that
will enable the participants to make a revised disclosure identified as Amendment No. 1 to
the Definitive Proxy Statement designat ed on EDGAR by the header tag D EFR14A. Please
file the supplemental information contained in th e DFAN14A together with any new ,
material information in an actual amendment to the definitive proxy statement and ensure
that the proper b ox relating to “Definitive Proxy Statement” on the cover page of Schedule
14A has been selected and the filing identified as “Amendment No. 1 .” See Rule 14a -9(a).
St. John Daugherty
Verso Corporation
January 28 , 2020
Page 2
We re mind 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.