UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): March 11, 2022

 
VERSO CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-34056
75-3217389
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
8540 Gander Creek Drive
Miamisburg, Ohio 45342
(Address, including zip code, of principal executive offices)

(877) 855-7243
(Registrants’ telephone number, including area code)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Class A common stock, par value $0.01 per share
VRS
 New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07
Results of Operations and Financial Condition.
 
On March 11, 2022, Verso Corporation, a Delaware corporation (the “Company”), held a virtual special meeting of its stockholders (the “Special Meeting”). As of the close of business on February 7, 2022, the record date for the Special Meeting, there were 29,154,580 shares of the Company’s common stock outstanding and entitled to vote. A total of 21,615,458 shares of the Company’s common stock were present in person (virtually) or by proxy at the Special Meeting, representing approximately 74.14% of the total number of shares outstanding and entitled to vote at the Special Meeting, which constituted a quorum. Additional information on each of the proposals voted upon at the Special Meeting is contained in the definitive proxy statement for the Special Meeting, which was filed by the Company with the Securities and Exchange Commission on February 8, 2022, and was first mailed to the Company’s stockholders on or about February 8, 2022.
 
Set forth below are the results of the proposals voted on at the Special Meeting.
 
Proposal 1. The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of December 19, 2021 (the “Merger Agreement”), by and among the Company, BillerudKorsnäs Inc., West Acquisition Merger Sub Inc. and, solely for purposes of certain sections thereof (as specified in the Merger Agreement), BillerudKorsnäs AB (the “Merger Agreement Proposal”). Voting results were as follows:
 
For
Against
Abstain
21,294,852
304,925
15,681

The Merger Agreement Proposal was approved by the requisite vote of the Company’s stockholders.
 
Proposal 2. The Compensation Proposal: To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”). Voting results were as follows:
 
For
Against
Abstain
20,707,224
885,304
22,930

The Compensation Proposal was approved, on an advisory (non-binding) basis, by the requisite vote of the Company’s stockholders.
 
Proposal 3. The Adjournment Proposal: To adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies if there is an insufficient number of votes to approve the Merger Agreement Proposal at the time of the Special Meeting. Voting results were as follows:
 
For
Against
Abstain
20,168,331
1,296,474
150,653

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
 
Item 8.01
Other Events.
 
On March 11, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) 
Exhibits
 
Exhibit
Number
Description

99.1
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date: March 11, 2022
    
       
   
VERSO CORPORATION
       
   
By:
/s/ Kevin M. Kuznicki
     
Kevin M. Kuznicki
     
Senior Vice President, General Counsel and Secretary


Exhibit 99.1

Verso Announces Stockholder Approval of Merger Agreement with BillerudKorsnäs

Merger Now Expected to Close in Late-March or April 2022

MIAMISBURG, Ohio – March 11, 2022 – Verso Corporation (NYSE: VRS) ("Verso") announced that, at a special meeting of stockholders held today, its stockholders voted to approve the previously announced merger with BillerudKorsnäs AB ("BillerudKorsnäs") as well as other related proposals.

The merger proposal was supported by approximately 98.5% of votes cast, representing approximately 73% of outstanding shares of Verso’s common stock. The final voting results of the special meeting, as tabulated by an independent inspector of elections, will be filed as part of a Form 8-K with the U.S. Securities and Exchange Commission.

Verso and BillerudKorsnäs now expect the merger to close in late-March or April of 2022, subject to the satisfaction of customary closing conditions, including the receipt of approvals from the Nuclear Regulatory Commission and the Public Service Commission of Wisconsin. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) expired effective February 10, 2022. The State of Wisconsin Department of Health Services consented to the transaction on February 25, 2022 and the Federal Energy Regulatory Commission issued an order authorizing the transaction on March 8, 2022.

About Verso
VERSO CORPORATION is a leading American owned and operated producer of graphic, specialty and packaging paper and market pulp, with a long-standing reputation for quality and reliability. Verso's graphic paper products are designed primarily for commercial printing, advertising and marketing applications, including direct mail, catalogs, corporate collateral, books and magazines. Verso's specialty paper products include release liner papers and label face stock for pressure sensitive, glue-applied and laminate applications. Verso produces packaging paper used in higher-end packaging and printing applications such as greeting cards, book covers, folders, labels and point-of-purchase displays. Verso also makes market pulp used in printing, writing, specialty and packaging papers, facial and toilet tissue, and paper towels. For more information, visit us online at versoco.com.

Forward-Looking Statements
This release contains "forward-looking statements" regarding Verso, BillerudKorsnäs or their respective management's future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Verso, are made in reliance on the "safe harbor" provisions within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks, known and unknown, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from future results expressed or implied by such forward-looking statements including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Verso or BillerudKorsnäs to terminate the merger agreement; the ability to obtain regulatory approvals and/or meet other closing conditions to the proposed merger on a timely basis or at all; difficulties and delays in integrating Verso's and BillerudKorsnäs' businesses; risks that the proposed merger disrupts Verso or BillerudKorsnäs current plans and operations; failing to realize anticipated synergies, cost savings and other anticipated benefits of the proposed merger when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the risk that unexpected costs will be incurred; the ability of Verso or BillerudKorsnäs to retain and hire key personnel; the diversion of management's attention from ongoing business operations; uncertainty as to the price of Verso common stock; the outcome of any legal proceedings that may be instituted against Verso, BillerudKorsnäs or their respective directors and officers; changes in global, political, economic, business, competitive, market and regulatory forces; changes in laws and regulations or the interpretation or enforcement thereof; changes in rates and policies; future business acquisitions or disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Verso's and BillerudKorsnäs' control. These and other risks, uncertainties, assumptions and other factors may be amplified or made more uncertain by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Verso's and BillerudKorsnäs' businesses, operations and financial results, including (without limitation) the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements generally relate to future events or Verso's and BillerudKorsnäs' future financial or operating performance and include, without limitation, statements relating to the proposed merger and the potential impact of the COVID-19 outbreak on Verso's and BillerudKorsnäs' businesses and operations. In some cases, you can identify forward-looking statements because they contain words such as "anticipates," "believes," "contemplates," "could," "seeks," "estimates," "intends," "targets", "expects", "allows", "enables", "may," "plans," "potential," "predicts," "projects," "should," "will," "would" or similar expressions and the negatives of those terms.

While forward-looking statements are Verso's and BillerudKorsnäs' current predictions at the time they are made, you should not rely upon them. Forward-looking statements represent Verso's and BillerudKorsnäs' management's beliefs and assumptions only as of the date of this release, unless otherwise indicated, and there is no implication that the information contained in this release is made subsequent to such date. For additional information concerning factors that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, please refer to the cautionary statements and risk factors included in Verso's filings with the SEC, including the definitive proxy statement filed with the SEC on February 8, 2022, Verso's Annual Report on Form 10-K filed with the SEC on February 28, 2022, and any further disclosures Verso makes in Current Reports on Form 10-Q or Form 8-K. Verso's SEC filings are available electronically on Verso's investor website at https://investor.versoco.com/ or the SEC's website at www.sec.gov.

Except as required by law, Verso and BillerudKorsnäs assume no obligation to update these forward-looking statements or this release, or to update, supplement or correct the information set forth in this release or the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. All subsequent written and oral forward-looking statements attributable to Verso or BillerudKorsnäs or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

All subsequent written and oral forward-looking statements attributable to Verso, BillerudKorsnäs or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.

For further information:
Investor Contact
investor.relations@versoco.com
937-528-3220

Media Contacts
Shawn Hall, Director, Communications
shawn.hall@versoco.com
937-528-3700

Bryan Locke/Jenny Gore
Sard Verbinnen & Co
Verso-SVC@sardverb.com