0000902664-16-007913.txt : 20160816 0000902664-16-007913.hdr.sgml : 20160816 20160816093820 ACCESSION NUMBER: 0000902664-16-007913 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160816 DATE AS OF CHANGE: 20160816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATALYST PAPER CORP CENTRAL INDEX KEY: 0001144906 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 980138030 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79409 FILM NUMBER: 161834985 BUSINESS ADDRESS: STREET 1: 2ND FLOOR STREET 2: 3600 LYSANDER LANE CITY: RICHMOND BC CANADA STATE: A1 ZIP: V7B 1C3 BUSINESS PHONE: 604 247-4400 MAIL ADDRESS: STREET 1: 2ND FLOOR STREET 2: 3600 LYSANDER LANE CITY: RICHMOND BC CANADA STATE: A1 ZIP: V7B 1C3 FORMER COMPANY: FORMER CONFORMED NAME: NORSKE SKOG CANADA LTD DATE OF NAME CHANGE: 20010713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYRUS CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001166564 IRS NUMBER: 134119084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-380-5821 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CYRUS CAPITAL PARTNERS, LP DATE OF NAME CHANGE: 20050215 FORMER COMPANY: FORMER CONFORMED NAME: OZF MANAGEMENT L P DATE OF NAME CHANGE: 20020205 SC 13D/A 1 p16-1722sc13da.htm CATALYST PAPER CORPORATION
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

Catalyst Paper Corporation

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

14889B102

(CUSIP Number)

 

Cyrus Capital Partners, L.P.

399 Park Avenue, 39th Floor

New York, New York 10022

(212) 380-5800

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 15, 2016

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

 

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 14889B102SCHEDULE 13D/A Page 2 of 7 Pages

 

1

NAME OF REPORTING PERSONS

Cyrus Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

6,452,141

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,452,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,452,141

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

44.41%

14

TYPE OF REPORTING PERSON

PN/IA

         

 

 

CUSIP No. 14889B102SCHEDULE 13D/A Page 3 of 7 Pages

 

1

NAME OF REPORTING PERSONS

Cyrus Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

6,452,141

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,452,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,452,141

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

44.41%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 14889B102SCHEDULE 13D/A Page 4 of 7 Pages

 

1

NAME OF REPORTING PERSONS

Stephen C. Freidheim

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

6,452,141

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,452,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,452,141

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

44.41%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 14889B102SCHEDULE 13D/A Page 5 of 7 Pages

 

  This Amendment No. 4 (“Amendment No. 4”) amends the statement on Schedule 13D filed with the SEC on May 13, 2016 (the “Original Schedule 13D”) as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on May 23, 2016 (“Amendment No. 1”), by Amendment No. 2 to the Original Schedule 13D, filed with the SEC on June 29, 2016 (“Amendment No. 2”), and by Amendment No. 3 to the Original Schedule 13D, filed with the SEC on July 20, 2016 (“Amendment No. 3,” and together with this Amendment No. 4, Amendment No. 1, Amendment No. 2, and the Original Schedule 13D, the “Schedule 13D”) with respect to the common shares, no par value per share (the “Shares”), of Catalyst Paper Corporation, a corporation formed under the laws of British Columbia, Canada (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.  This Amendment No. 4 amends Items 4, 6, and 7 as set forth below.  

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  The Reporting Persons were advised that, on August 10, 2016, KGI and the Issuer entered into a Confidentiality Agreement pursuant to which certain due diligence materials relating to KGI’s expressed interest in acquiring the Issuer have been provided by the Issuer to KGI.  In connection with these developments, on August 15, 2016, certain funds and entities managed or controlled by the Parties and KGI entered into an amendment (the “Second Amendment”), dated as of August 15, 2016, to the Support Agreement (as previously amended by the First Amendment to the Support Agreement, dated July 15, 2016), which Second Amendment amends certain terms set forth in the Support Agreement with respect to the proposed acquisition of the Issuer and the exchange of certain indebtedness of the Issuer, including amendments which provide for: (i) the extension of the deadline for achievement of certain material conditions to the transactions contemplated in the Support Agreement (including the following conditions: (A) the execution of the CPC Arrangement Agreement (as defined in the Support Agreement), (B) the initiation of the CBCA Proceedings (as defined in the Support Agreement), (C) the approval of the Interim Order (as defined in the Support Agreement), (D) the meeting of the holders of common shares of the Issuer, the holders of the Notes (as defined in the Support Agreement) issued by the Issuer and any other creditors entitled to vote on the plan of arrangement which is to be filed by the Issuer under the CBCA (as defined in the Support Agreement) for purposes of implementing the transactions contemplated in the Support Agreement, (E) the issuance of the Final Order (as defined in the Support Agreement) and (F) the occurrence of the Closing Date (as defined in the Support Agreement) and (ii) adding a covenant obligating KGI to update the Parties upon request with respect to progress in connection with the attainment of certain material conditions to the transactions contemplated in the Support Agreement.  If consummated, the transactions contemplated by the Support Agreement, as amended, would have one or more of the effects specified in clauses (a) through (j) of Item 4. The transactions contemplated in the Support Agreement, as amended by the Second Amendment, are subject to a number of material conditions and there can be no assurance that the execution of the Support Agreement and the amendments thereto will result in the consummation of one or more transactions on the terms set forth in the Support Agreement, as amended, or at all. The Second Amendment is attached hereto as Exhibit 6. The description of the Second Amendment contained in this response to Item 4 is qualified in its entirety by reference to the terms of such Second Amendment, which are incorporated herein by reference.

 

CUSIP No. 14889B102SCHEDULE 13D/A Page 6 of 7 Pages

 

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
  Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
  The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.

 

Item 7. EXHIBITS
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
Exhibit Description
   
6 Second Amendment to Support Agreement, dated as of August 15, 2016.

 

CUSIP No. 14889B102SCHEDULE 13D/A Page 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 16, 2016

 

  Cyrus Capital Partners, L.P.
     
  By: /s/  Jennifer Pulick
  Name: Jennifer Pulick
  Title: Authorized Signatory
     
     
  Cyrus Capital Partners GP, L.L.C.
     
  By: /s/  Stephen C. Freidheim
  Name: Stephen C. Freidheim
  Title: Manager
     
     
  /s/ Stephen C. Freidheim
  Stephen C. Freidheim
     
     

 

 

EX-99 2 p16-1722sc13daexhibit_6.htm EXHIBIT 6

Exhibit 6

SECOND AMENDMENT TO SUPPORT AGREEMENT

This Second Amendment (this “Amendment”) to the Support Agreement, dated June 28, 2016, by and among Kejriwal Group International, an Indian corporation (“KGI”) and each of the other signatories thereto (each, a “Supporting Party” and collectively, the “Supporting Parties”) (as may be further amended, modified, or supplemented, from time to time, the “Support Agreement”), is entered into as of August 15, 2016 (the “Effective Date”) by and among (i) KGI and (ii) the Supporting Parties. This Amendment collectively refers to KGI and the Supporting Parties as the “Parties” and each individually as a “Party.” Unless otherwise noted, capitalized terms used but not defined herein are used as defined in the Support Agreement.

RECITALS

WHEREAS, the Parties desire to amend the Support Agreement to modify certain provisions thereof; and

WHEREAS, Section 16.12 of the Support Agreement permits the modification, amendment or supplementation as to any matter by an instrument in writing signed by KGI and each of the Supporting Parties that have executed the Support Agreement on the Agreement Date;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agrees as follows:

AGREEMENT

1. Amendment Effective Date. This Amendment shall become effective, and the obligations contained herein shall become binding upon the Parties, upon the Effective Date.  Following the Effective Date, whenever the Support Agreement is referred to in any agreements, documents, and instruments, such reference shall be deemed to be to the Support Agreement as amended by this Amendment.
   
2. Amendments to the Support Agreement.  The Support Agreement is hereby amended as follows:

(a)The reference to “August 15, 2016” in the definition of “CPC Arrangement Agreement Outside Date” in the Support Agreement is hereby deleted and replaced with “October 25, 2016”.
(b)Section 7.2(a) of the Support Agreement is hereby amended by adding the following proviso to the end thereof:

“; provided, however, that commencing on September 15, 2016 and continuing until the termination of this Agreement, the Supporting Parties may, acting reasonably, from time to time request in writing (including email) that KGI provide the Supporting Parties with an update on the progress of the Transaction and adherence to the timeline set forth in Section 7.1 (together with such supporting materials as may be further reasonably requested), including, for the avoidance of doubt, an update as to whether the Closing Date is reasonably likely to occur by no later than December 15, 2016, and if KGI’s response to any such request is not both (i) received by the Supporting Parties within three Business Days of the making of such request and (ii) acceptable to the Supporting

Parties, acting reasonably, with respect to the progress of the Transaction and adherence to the timeline set forth in Section 7.1, then the Supporting Parties shall thereupon be entitled to terminate this Agreement in their discretion.”

 

(c)Section 7.1(b) of the Support Agreement is hereby amended by deleting the date October 28, 2016 contained therein and replacing it with “October 31, 2016”.
(d)Section 7.1(c) of the Support Agreement is hereby amended by deleting the date November 1, 2016 contained therein and replacing it with “November 4, 2016”.
(e)Section 7.1(d) of the Support Agreement is hereby amended by deleting the date November 22, 2016 contained therein and replacing it with “November 29, 2016”.
(f)Section 7.1(e) of the Support Agreement is hereby amended by deleting the date November 25, 2016 contained therein and replacing it with “December 5, 2016”.

3. Ratification.  Except as specifically provided for in this Amendment, no changes, amendments, or other modifications have been made on or prior to the date hereof or are being made to the terms of the Support Agreement or the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect.
   
4. Miscellaneous.

(a)This Amendment shall not, except as expressly provided herein, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Support Agreement. Nothing herein shall be deemed to entitle KGI to a waiver, amendment, modification, or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Support Agreement in similar or different circumstances, or any right to consent to any of the foregoing except as expressly set forth in the Support Agreement.
(b)This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia, without regard to principles of conflicts of law. Each Party submits to the jurisdiction of the courts located in Vancouver, British Columbia in any action or proceeding arising out of or relating to this Amendment.
(c)Each Party hereby reaffirms its obligations under, and the term set forth in, the Support Agreement effective as of the Effective Date and as amended hereby.
(d)This Amendment expresses the entire understanding of the parties hereto with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.
(e)Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

   
(f)This Amendment may be signed in counterparts, each of which, when taken together, shall be deemed an original. Execution of this Amendment is effective if a signature is delivered by facsimile transmission or electronic (e.g., pdf) transmission.

 

[signature pages follow]

 

This Amendment has been agreed and accepted as of August 15, 2016.

 

KEJRIWAL GROUP INTERNATIONAL

 

 

    By: /s/ Rahul Kejriwal
      Name: Rahul Kejriwal
      Title: CEO

  

Name of Supporting Party:

Cyrus Opportunities Master Fund II, Ltd.

Cyrus Select Opportunities Fund, L.P.

Crescent 1, L.P.

CYR Fund, L.P.

Cyrus Opportunities Fund II, L.P.

CRS Master Fund, L.P.

Cyrus Select Opportunities Master Fund Ltd.

 

 

By: Cyrus Capital Partners, L.P.

Its: Investment Manager

    By: /s/ Jennifer Pulick
      Name: Jennifer Pulick
      Title: Authorized Signatory

  

Name of Supporting Party:

Oaktree Opportunities Fund IX, L.P.

Oaktree Opportunities Fund IX (Parallel), L.P.

Oaktree Opportunities Fund IX (Parallel 2), L.P.

 

By: Oaktree Opportunities Fund IX GP, L.P.

Its: General Partner

 

By: Oaktree Opportunities Fund IX GP Ltd.

Its: General Partner

 

By: Oaktree Capital Management, L.P.

Its: Director

   

 

By:

/s/ Lisa Arakaki
      Name: Lisa Arakaki
      Title: Managing Director
   

 

By:

/s/ Brook Hinchman
      Name: Brook Hinchman
     

Title: Senior Vice President

 

       

Oaktree Value Opportunities Fund, L.P.

 

By: Oaktree Value Opportunities Fund GP, L.P.

Its: General Partner

 

By: Oaktree Value Opportunities Fund GP Ltd.

Its: General Partner

 

By: Oaktree Capital Management, L.P.

Its: Director

   

 

By:

/s/ Lisa Arakaki
      Name: Lisa Arakaki

 

 

 

    Title: Managing Director
   

 

By:

/s/ Brook Hinchman
      Name: Brook Hinchman
      Title: Senior Vice President

 

Name of Supporting Party:

MUDRICK DISTRESSED OPPORTUNITY SPECIALTY FUND, L.P.

BLACKWELL PARTNERS LLC – SERIES A

BOSTON PATRIOT BATTERYMARCH ST LLC

MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.

       
    By: /s/ Trevor Wiessmann Esq.
      Name: Trevor Wiessmann Esq.
      Title: Authorized Signatory
       

 

 

Name of Supporting Party:

STONEHILL MASTER FUND LTD.

STONEHILL INSTITUTIONAL PARTNERS, L.P.

 

By: Stonehill Capital Management LLC

Its: Advisor

    By: /s/ Paul Malek
      Name: Paul Malek
      Title: Authorized Signatory