This Amendment No. 10 (“Amendment No. 10”) amends the Schedule 13D filed on September 20, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on October 1, 2019 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed on October 10, 2019 (“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed on October 24, 2019 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on December 3, 2019 (“Amendment No. 4”), Amendment No. 5 to the Schedule 13D filed on December 12, 2019 (“Amendment No. 5”), Amendment No. 6 to the Schedule 13D filed on February 5, 2020 (“Amendment No. 6”), Amendment No. 7 to the Schedule 13D filed on April 13, 2020 (“Amendment No. 7”), Amendment No. 8 to the Schedule 13D filed on December 17, 2020 (“Amendment No. 8”), and Amendment No. 9 to the Schedule 13D filed on July 12, 2021 (“Amendment No. 9”, and the Original Schedule 13D, as amended, the “Schedule 13D”), and relates to Class A common stock, par value $0.01 per share (“Common Stock”), of Verso Corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 10. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.
Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
“Following the Proposal, the Reporting Persons continue to explore a possible transaction involving the Issuer. In connection with such possible transaction, on September 20, 2021, Atlas and the Issuer entered into a confidentiality agreement (the “Confidentiality Agreement”), regarding any non-public information that may be received by Atlas in connection with evaluating a possible transaction involving the Issuer.
The Confidentiality Agreement includes, among other things, a standstill provision (the “Standstill Provision”) that lasts from the date of the Confidentiality Agreement until the earlier of (i) December 31, 2021 and (ii) the date which is 10 business days prior to the director nomination deadline for the 2022 annual meeting of stockholders (the “Standstill Term”). The terms of the Standstill Provision provide, among other things, that during the Standstill Term, Atlas shall not, among other things: (a) acquire any (i) economic interest in, or voting securities of, the Issuer, (ii) direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of the Issuer; (iii) swaps, hedges or other derivative agreements with respect to voting securities of the Issuer; or (iv) any material assets or properties of the Issuer; (b) make or become a “participant” in any “solicitation” of “proxies” (as such terms are used in the proxy rules under Section 14 of the Act) or consents to vote securities of the Issuer; (c) form, join or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Act; (d) make any public announcement with respect to, or solicit or submit a proposal for any extraordinary transaction involving the Issuer (including any merger, business combination, tender or exchange offer, or recapitalization), (e) seek the removal of any member of the Board, nominate any person as a director who is not nominated by the then-incumbent directors, convene a meeting of the stockholders of the Issuer or propose any matter to be voted upon by the stockholders of the Issuer, (f) propose to amend, waive or terminate the Standstill Provision, contest the validity or enforceability of the Confidentiality Agreement or seek a release from the restrictions therein, in each case which would reasonably be expected to result in a public announcement; or (g) announce or enter into any arrangement to do any of the actions restricted or prohibited by the Standstill Provision.
The Standstill Term automatically terminates if: (A) any person or group enters into a definitive agreement with the Issuer to acquire, or a bona fide third-party commences a tender or exchange offer for, more than 50% of the outstanding capital stock or 50% of the consolidated assets of the Issuer (and, in the case of a tender or exchange offer, the Board fails to publicly recommend against such offer within 10 business days of the commencement thereof); (B) the Issuer enters into a definitive agreement to effectuate a transaction that requires approval of its stockholders; or (C) the Issuer or any of its subsidiaries files for protection pursuant to applicable bankruptcy or similar laws for the protections of debtors.
The Confidentiality Agreement also contains customary non-solicitation and non-interference provisions that last for a period of six months from the date of the Confidentiality Agreement.
- 12 -