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


   DIVISION OF
CORPORATION FINANCE


                                                                     January
24, 2020
St. John Daugherty
Secretary
Verso Corporation
8540 Gander Creek Drive
Miamisburg, Ohio 45342

        Re:     Verso Corporation
                DEFA14A additional soliciting material made on Schedule 14A
                Filed on January 24, 2020 by Verso Corporation
                File No. 001-34056

Dear Ms. 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
provided in response to
these comments, we may have additional comments.
Definitive Additional Soliciting Material filed under cover of Schedule 14A

1. Please refer to the following assertion that Verso believes "that the proxy
contest is yet
   another attempt by Atlas/Blue Wolf to accomplish their objective of
controlling the
   Company, given that the outcome could effectively result in Atlas becoming a
`controlling
   stockholder.'" Absent a factual foundation, unqualified use of the term
"control" in this
   context may contravene Rule 14a-9. The participants (other than the
nominees) in the
   counter-solicitation will not, as a matter of fact and law, be obtaining
"control" of the Board
   or Verso in the event that their proxy solicitation is fully successful.
Please advise us of the
   factual foundation upon which Verso relied to support the contention that
Atlas/Blue Wolf
   may "effectively" become a "controlling stockholder." Refer to Note b. to
Rule 14a-9.

2. Please refer to the following statement: "Verso believes that the proxy
contest is directly
   related to Atlas/Blue Wolf's objective to control the Company, this time,
however, without
   paying anything to stockholders." The implied reference to a control premium
or other
   payment that is otherwise owed suggests the participants are attempting to
acquire share
   capital as opposed to simply exercising stockholder rights to nominate and
vote upon a slate
   of new directors. Given that Atlas/Blue Wolf will not control Verso even if
their solicitation
 St. John Daugherty
Verso Corporation
January 24, 2020
Page 2

      is successful, no payment appears to be due. We also are unaware of any
legal requirement
      that obligates a non-management party to pay a control premium or any
proxy solicitation
      undertaken in compliance with Section 14(a) and corresponding Regulation
14A in which a
      person soliciting proxies paid a control premium or made another payment
to security
      holders in exchange for a vote in favor of their candidates. Please
refrain from creating the
      impression that a payment is legally or otherwise required in light of
the Rule 14a-9
      proscription against omissions of material fact necessary to make the
statements made in
      light of the circumstances under which they are made. Please also refrain
from using this
      inexact formulation in future filings absent qualification and the
inclusion of factual support.

       We remind 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.