0000950103-16-018006.txt : 20161118 0000950103-16-018006.hdr.sgml : 20161118 20161118163949 ACCESSION NUMBER: 0000950103-16-018006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161118 DATE AS OF CHANGE: 20161118 GROUP MEMBERS: JASON MUDRICK 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: 162008225 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: Mudrick Capital Management, L.P. CENTRAL INDEX KEY: 0001655183 IRS NUMBER: 270367034 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747 9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dp70432_sc13da.htm FORM SC 13D/A

 

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 
Catalyst Paper Corporation  
(Name of Issuer)  
   
Common Shares  
(Title of Class of Securities)  
   
  14889B102    
(CUSIP Number)  
   
   
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)  
   
November 18, 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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐  
   
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.  
   
*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).  
       

 

 

1.

NAME OF REPORTING PERSON

 

Mudrick Capital Management, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ☐   (b) x  

3.

 

SEC USE ONLY

 

4.

SOURCE OF FUNDS

 

WC

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

2,860,473

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

2,860,473

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,860,473 

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.7% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

IA

 

(1) Percentage calculated based on 14,527,571 total outstanding shares of the common stock of the Issuer.

 

 

1.

NAME OF REPORTING PERSON

 

Jason Mudrick

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)☐   (b) x

3.

 

SEC USE ONLY

 

4.

SOURCE OF FUNDS

 

WC

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

 

2,860,473

9.

SOLE DISPOSITIVE POWER 

 

0

10.

SHARED DISPOSITIVE POWER

 

2,860,473

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,860,473

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

☐ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.7% (1)

14.

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1) Percentage calculated based on 14,527,571 total outstanding shares of the common stock of the Issuer. 

 

 

This Amendment No. 8 amends the Schedule 13D originally filed on February 2, 2016, as amended (this “Schedule 13D”), and is filed by Mudrick Capital Management, L.P., for and behalf of itself and Jason Mudrick (together, the “Reporting Persons”) with respect to the shares of the common stock (the “Common Shares”) of Catalyst Paper Corporation, a Canada corporation (the “Company”), with principal executive offices at 3600 Lysander Lane, 2nd Floor, Richmond, British Colombia, Canada V7B 1C3.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended to add the following:

 

On November 18, 2016, certain funds and entities managed or controlled by Oaktree, Mudrick, as investment manager to certain of its clients, and Cyrus, as investment manager to certain of its managed funds (collectively referred to as the “Parties”) and the Issuer entered into an amendment (the “First Amendment”), dated as of November 18, 2016, to the Alternative Recapitalization Support Agreement, which First Amendment amends certain terms set forth in the Alternative Recapitalization Support Agreement with respect to the proposed recapitalization of the Issuer, including amendments which provide for the extension of the deadline for the attainment of certain material conditions to the transactions contemplated by the Alternative Recapitalization Support Agreement (including the following conditions: (i) the approval of the Interim Order (as defined in the Alternative Recapitalization Support Agreement), (ii) the meeting of the holders of common shares of the Issuer, the holders of the Notes (as defined in the Alternative Recapitalization Support Agreement) issued by the Issuer and any other creditors entitled to vote on the plan of arrangement filed by the Issuer under the CBCA (as defined in the Alternative Recapitalization Support Agreement) for purposes of implementing the transactions contemplated in the Alternative Recapitalization Support Agreement, (iii) the issuance of the Final Order (as defined in the Alternative Recapitalization Support Agreement) and (iv) the occurrence of the Closing Date (as defined in the Alternative Recapitalization Support Agreement).

 

The First Amendment is attached hereto as Exhibit 99.7. The description of the First Amendment contained in this response to Item 4 is qualified in its entirety by reference to the terms of such First Amendment, which are incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

The following document is filed as an exhibit:

 

Exhibit No.   Description
 
99.7   The First Amendment to Alternative Recapitalization Support Agreement, dated as of November 18, 2016, by and among Catalyst Paper Corporation and the other signatories thereto.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  MUDRICK CAPITAL MANAGEMENT, L.P.

 

   
  November 18, 2016
  (Date)
   
  /s/ MUDRICK CAPITAL MANAGEMENT, L.P.
  (Signature)
   
   
  Trevor Wiessmann, General Counsel & Chief Compliance Officer
  (Name/Title)

 

  JASON MUDRICK

 

   
  November 18, 2016
  (Date)
   
  /s/ JASON MUDRICK
  (Signature)

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.7   The First Amendment to Alternative Recapitalization Support Agreement, dated as of November 18, 2016, by and among Catalyst Paper Corporation and the other signatories thereto.

 

EX-99.7 2 dp70432_ex9907.htm EXHIBIT 99.7

FIRST AMENDMENT TO ALTERNATIVE RECAPITALIZATION SUPPORT AGREEMENT

 

This First Amendment (this “Amendment”) to the Alternative Recapitalization Support Agreement, dated October 30, 2016, by and among Catalyst Paper Corporation (“CPC”) 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 November 18, 2016 (the “Effective Date”) by and among: (i) CPC; and (ii) the Supporting Parties. This Amendment collectively refers to CPC 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 15.12 of the Support Agreement permits the modification, amendment or supplementation as to any matter by an instrument in writing signed by CPC 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)Section 7.1(e) of the Support Agreement is hereby amended by deleting the date November 14, 2016 contained therein and replacing it with “December 7, 2016”.

 

(b)Section 7.1(f) of the Support Agreement is hereby amended by deleting the date November 17, 2016 contained therein and replacing it with “December 9, 2016”.

 

 

 

(c)Section 7.1(g) of the Support Agreement is hereby amended by deleting the date December 16, 2016 contained therein and replacing it with “January 13, 2017”.

 

(d)Section 7.1(h) of the Support Agreement is hereby amended by deleting the date December 19, 2016 contained therein and replacing it with “January 16, 2017”.

 

(e)Section 7.1(i) of the Support Agreement is hereby amended by deleting the date December 23, 2016 contained therein and replacing it with “January 20, 2017”.

 

(f)Section 7.1(j) of the Support Agreement is hereby amended by deleting the date December 31, 2016 contained therein and replacing it with “January 31, 2017”.

 

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 CPC 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.

 

2 

 

(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.

 

[Signatures follow.]

 

3 

 

This Amendment has been agreed and accepted as of the date first set forth above.

 

 

CATALYST PAPER CORPORATION

   
   
  By: /s/ Joe Nemeth
    Name: Joe Nemeth
    Title: President & Chief Executive Officer

 

 

 

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 M. Pulick
      Name: Jennifer M. 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/ Emily Stephens
      Name: Emily Stephens
     

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/ Emily Stephens
      Name: Emily Stephens
   

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
      Name: Trevor Wiessmann, Esq.
      Title:   Corporate Secretary