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


    DIVISION OF
CORPORATION FINANCE


                                                                     December
9, 2019
Andrew M. Bursky
Timothy J. Fazio
Lapetus Capital II LLC
100 Northfield Street
Greenwich, CT 06830

        Re:     Verso Corporation
                DFAN14A Rule 14a-12 soliciting materials filed under cover of
Schedule 14A
                Filed on December 3, 2019 by Lapetus Capital II LLC, et al.
                File No. 001-34056

Dear Messrs. Bursky and Fazio,

        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
provided in response to
these comments, we may have additional comments.

Soliciting Material under Rule 14a-12 filed under cover of Schedule 14A

1. As contemplated by Note b. to Rule 14a-9, please provide us with the factual
foundation for
   the following quoted representations:

    "Atlas unlock[s] the full potential of our companies by patiently applying
our industry
    expertise and operating system over the long-term. Our operating system
drives performance
    excellence..."

    "For over a decade Blue Wolf has been an active investor in pulp, paper and
forest products
    companies with a highly successful track record."

    Atlas and Blue Wolf "successfully exited" their investment in Northern
Resources and
    continue to own and operate Finch Paper and Twin Rivers, "both of which
have grown
    materially through well-priced and synergistic acquisitions."

2. As contemplated by Note b. to Rule 14a-9, statements that may be seen as
impugning
   character or personal reputation without a factual foundation may contravene
Rule 14a-9.
 Messrs. Bursky and Fazio
Lapetus Capital II LLC
December 9, 2019
Page 2

      Please provide us with the factual foundation upon which the participants
ostensibly relied to
      make the following quoted assertions:

      We believe that execution of any strategic alternatives to increase
stockholder value has been
      hampered by "a lack of industry expertise at the Board level and
misalignment of
      management and the Board..."

      We believe that "the Board has little or no expertise in the bleached
kraft pulp and graphic
      paper markets...."

      We are concerned that "the Board has elected to enter into this
transaction out of desperation
      and in an effort to further entrench themselves rather than to create
long-term value for the
      stockholders."

      We are concerned that "these recent appointments are just an additional
effort to entrench the
      management and current Board at the expense of stockholders". It is the
responsibility of the
      Board to focus its attention on the best interests of the Company and its
stockholders "rather
      than entrenching itself."

        We remind you that the participants are responsible for the accuracy
and adequacy of
their 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:      Mark A. Cognetti, Esq.