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601 Lexington Avenue New York, New York 10022 | ||||
Michael Kim To Call Writer Directly: (212) 446-4746 michael.kim@kirkland.com | (212) 446-4800
www.kirkland.com | Facsimile: (212) 446-4900 | ||
April 4, 2014
Via EDGAR and Hand Delivery
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Verso Paper Corp. and Certain of its Subsidiaries |
| Registration Statement on Form S-4 |
| Filed February 6, 2014 |
| File No. 333-193794 |
Dear Mr. Schwall:
On behalf of Verso Paper Corp., a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 6, 2014, to Mr. Paterson, President and Chief Executive Officer of the Company, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), particularly as it relates to comment number 17 of the Staff’s comments.
The text of the Staff’s comments has been included in this letter for your convenience and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.
In addition, the Company has revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter Amendment No. 1 to the Registration Statement (the “Amendment No. 1”), which reflects these revisions and updates and clarifies certain other information.
Where You Can Find More Information, page 236
17.Staff’s Comment: We note that you incorporate by reference documents filed by Verso and Verso Holdings. If you believe that you meet the aggregate market value requirement of General Instruction I.B.1 of Form S-3, please provide such market value information to us.
Response: In response to the Staff’s comment, the Company is sending such supplemental material to the Staff by overnight mail.
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We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact me at (212) 446-4746.
| Sincerely, |
/s/ Michael Kim |
| Michael Kim |
| cc: | David J. Paterson |
| Peter H. Kesser |
| Robert P. Mundy |
