Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE13d-1(k)(1)
THIS JOINT FILING AGREEMENT is entered into as September 20, 2019, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Class A Common Stock, par value $0.01 of Verso Corporation and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Dated: September 20, 2019 | Lapetus Capital II LLC | |||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Vice President | |||||
Dated: September 20, 2019 | Atlas Capital Resources II LP | |||||
| By: Atlas Capital GP II LP,its general partner | ||||||
| By: Atlas Capital Resources GP II LLC,its general partner | ||||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Managing Partner | |||||
Dated: September 20, 2019 | Atlas Capital GP II LP | |||||
| By: Atlas Capital Resources GP II LLC,its general partner | ||||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Managing Partner | |||||
Dated: September 20, 2019 | Atlas Capital Resources GP II LLC | |||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Managing Partner | |||||
Dated: September 20, 2019 | Lapetus Capital III LLC | |||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Vice President | |||||
Dated: September 20, 2019 | Atlas Capital Resources III LP | |||||
| By: Atlas Capital GP II LP,its general partner | ||||||
| By: Atlas Capital Resources GP II LLC,its general partner | ||||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Managing Partner | |||||
Dated: September 20, 2019 | Atlas Capital GP III LP | |||||
| By: Atlas Capital Resources GP II LLC, its general partner | ||||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Managing Partner | |||||
Dated: September 20, 2019 | Atlas Capital Resources GP III LLC | |||||
| By: | /s/ Timothy J. Fazio | |||||
| Name: | Timothy J. Fazio | |||||
| Title: | Managing Partner | |||||
Dated: September 20, 2019 | /s/ Andrew M. Bursky | |||||
| Andrew M. Bursky | ||||||
Dated: September 20, 2019 | /s/ Timothy J. Fazio | |||||
| Timothy J. Fazio | ||||||
SCHEDULE I
Lapetus Capital II LLC
Lapetus Capital III LLC
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
| Andrew M. Bursky | 100 Northfield Street Greenwich, CT 06830 | President and Chief Executive Officer | United States | |||
| Timothy J. Fazio | 100 Northfield Street Greenwich, CT 06830 | Vice President | United States | |||
| Philip E. Schuch | 100 Northfield Street Greenwich, CT 06830 | Chief Financial Officer, Treasurer and Secretary | United States | |||
| Cheri Reeve | 100 Northfield Street Greenwich, CT 06830 | Assistant Treasurer and Assistant Secretary | United States | |||
Atlas Capital Resources GP II LLC
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
| Andrew M. Bursky | 100 Northfield Street Greenwich, CT 06830 | Managing Partner | United States | |||
| Timothy J. Fazio | 100 Northfield Street Greenwich, CT 06830 | Managing Partner | United States | |||
| Philip E. Schuch | 100 Northfield Street Greenwich, CT 06830 | Partner and Chief Financial Officer | United States | |||
| Sam G. Astor | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Daniel E. Cromie | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Edward J. Fletcher | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Jacob D. Hudson | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
Atlas Capital Resources GP III LLC
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
| Andrew M. Bursky | 100 Northfield Street Greenwich, CT 06830 | Managing Partner | United States | |||
| Timothy J. Fazio | 100 Northfield Street Greenwich, CT 06830 | Managing Partner | United States | |||
| Jacob D. Hudson | 100 Northfield Street Greenwich, CT 06830 | Managing Partner | United States | |||
| Sam G. Astor | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| David A. Fillippelli | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Edward J. Fletcher | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Jerome E. Lay | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Philip E. Schuch | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Michael W. Sher | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
| Jason M. Squire | 100 Northfield Street Greenwich, CT 06830 | Partner | United States | |||
SCHEDULE II
Reporting Person | Trade Date | Shares Purchased (Sold) | Price | |||||||||
Lapetus Capital III LLC | 9/10/2019 | 224,580 | $ | 10.9462 | 1 | |||||||
Lapetus Capital III LLC | 9/11/2019 | 115,095 | $ | 11.3197 | 2 | |||||||
Lapetus Capital III LLC | 9/12/2019 | 56,788 | $ | 11.2313 | 3 | |||||||
Lapetus Capital III LLC | 9/13/2019 | 500 | $ | 11.5000 | 4 | |||||||
Lapetus Capital III LLC | 9/16/2019 | 3,234 | $ | 11.4998 | 5 | |||||||
Lapetus Capital III LLC | 9/17/2019 | 82,834 | $ | 11.3497 | 6 | |||||||
Lapetus Capital III LLC | 9/18/2019 | 27,049 | $ | 11.3684 | 7 | |||||||
Lapetus Capital III LLC | 9/19/2019 | 75,377 | $ | 11.5772 | 8 | |||||||
Lapetus Capital III LLC | 9/20/2019 | 72,000 | $ | 11.8808 | 9 | |||||||
| 1 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $10.325 to $11.26. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 2 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.06 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 3 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.08 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 4 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.50 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 5 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.495 to $11.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 6 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.070 to $11.52. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 7 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.05 to $11.60. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 8 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.455 to $11.69. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
| 9 | The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $11.5900 to $11.97. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote. |
