0000950103-16-018703.txt : 20161215 0000950103-16-018703.hdr.sgml : 20161215 20161215082634 ACCESSION NUMBER: 0000950103-16-018703 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161215 DATE AS OF CHANGE: 20161215 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: 162052382 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 dp71118_sc13da9.htm SCHEDULE 13D/A

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*

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)

December 14, 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

SOLE VOTING POWER

SHARED VOTING POWER

2,860,473

SOLE DISPOSITIVE POWER

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

SOLE VOTING POWER

SHARED VOTING POWER

2,860,473

SOLE DISPOSITIVE POWER

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. 9 amends the Schedule 13D originally filed on February 3, 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, 2^nd Floor, Richmond, British Colombia, Canada V7B 1C3.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

On December 14, 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 “Second Amendment”), dated as of December 14, 2016, to the Alternative Recapitalization Support Agreement (as previously amended by the First Amendment), which Second 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 (i) the inclusion as a component of the Plan (as defined in the Alternative Recapitalization Support Agreement) of terms of a going-private transaction (the “Privatization”), pursuant to which each Existing Minority Common Share (as defined in the Alternative Recapitalization Support Agreement) shall be repurchased by the Issuer in exchange for C$0.50 per Existing Minority Common Share and cancelled, conditioned upon, among other things, obtaining the Privatization Approval and the Privatization Orders (each as defined in the Alternative Recapitalization Support Agreement) and (ii) the extension of the deadlines for the attainment of certain material conditions to the transactions contemplated by the Alternative Recapitalization Support Agreement (including the following conditions: (A) 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, (B) the approval of the Final Order (as defined in the Alternative Recapitalization Support Agreement) and (C) the entry of the U.S. Recognition Order (as defined in the Alternative Recapitalization Support Agreement)).

In connection with the proposed recapitalization of the Issuer contemplated by the Alternative Recapitalization Support Agreement, on December 9, 2016, the Supreme Court of British Columbia issued an interim order (the “Interim Order”) which, among other things, (i) provides for meetings of the holders of common shares of the Issuer (the "Shareholders") and the holders (the "Noteholders") of the Notes to be held on January 17, 2017 (the “Meetings”) to vote on the Plan and the Privatization, and (ii) sets the record date for the determination of the Shareholders and the Noteholders entitled to vote at the Meetings as the close of business on December 9, 2016.

In addition, on December 7, 2016, KGI acknowledged (i) that, as of October 31, 2016, the Issuer commenced proceedings before the Supreme Court of British Columbia with respect to the transactions contemplated by the Alternative Recapitalization Support Agreement, (ii) that no action taken by any of the Parties with respect to any transactions contemplated by the Alternative Recapitalization Support Agreement shall be construed as being in violation of any such Party's obligations in the Support Agreement dated as of June 28, 2016, by and among KGI and the other parties party thereto (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Support Agreement”), and (iii) one or more termination events have occurred and are continuing under the Support Agreement, which termination event(s) give the Parties the current right to terminate such Support Agreement.

If consummated, the transactions contemplated by the Alternative Recapitalization Support Agreement, as amended, would have one or more of the effects specified in clauses (a) through (j) of Item 4. The transactions contemplated by the Alternative Recapitalization Support Agreement are subject to a number of material conditions (including, without limitation, obtaining the requisite support of the Shareholders and Noteholders at the Meetings) and there can be no assurance that the execution of the Second Amendment and/or the issuance of the Interim Order will result in the consummation of one or more transactions on the terms set forth in the Alternative Recapitalization Support Agreement, as amended, or at all. The Second Amendment is attached hereto as Exhibit 99.8. 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.

Item 7. Material to be Filed as Exhibits.

The following document is filed as an exhibit:

Exhibit No.		Description

99.8		The Second Amendment to Alternative Recapitalization Support Agreement, dated as of December 14, 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.


	December 14, 2016
	(Date)

	/s/ Trevor Wiessmann
	(Signature)


	Trevor Wiessmann, General Counsel & Chief Compliance Officer
	(Name/Title)

JASON MUDRICK


	December 14, 2016
	(Date)

	/s/ Jason Mudrick
	(Signature)

EXHIBIT INDEX

Exhibit No.		Description

99.8		The Second Amendment to Alternative Recapitalization Support Agreement, dated as of December 14, 2016, by and among Catalyst Paper Corporation and the other signatories thereto.

EX-99.8 2 dp71118_ex9908.htm

EXHIBIT 99.8

SECOND AMENDMENT TO ALTERNATIVE RECAPITALIZATION SUPPORT AGREEMENT

This Second 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 amended by a First Amendment entered into as of November 18, 2016 (the “First Amendment”) and as it may be further amended, modified, or supplemented, from time to time, the “Support Agreement”), is entered into as of December 14, 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

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.

Amendments to the Support Agreement. The Support Agreement is hereby amended as follows:

(a)

Section 2.1 of the Support Agreement is hereby amended by deleting the penultimate paragraph thereof and replacing it with “The Alternative Recapitalization Transaction shall include as a step a Take-Private, and CPC and the Supporting Parties shall cooperate to effect a Take-Private. The Supporting Parties hereby agree that they shall vote in favour of the Take-Private and against any matter that could reasonably be expected to delay, challenge, frustrate or hinder the Take-Private, subject to and in accordance with the covenants set forth in Section 5.1(b).”

(b)

Section 7.1(g) of the Support Agreement is hereby amended by deleting the date January 13, 2017 contained therein and replacing it with “January 17, 2017.”

(c)

Section 7.1(h) of the Support Agreement is hereby amended by deleting the date January 16, 2017 contained therein and replacing it with “January 18, 2017.”

(d)

Section 7.1(i) of the Support Agreement is hereby amended by deleting the date January 20, 2017 contained therein and replacing it with “January 24, 2017.”

(e)

Schedule “B” of the Support Agreement is hereby amended by deleting the definition of “Take-Private” contained therein and replacing it with ‘“Take-Private” shall mean the transactions described in Schedule “E”’.

(f)

Schedule “C” of the Support Agreement is hereby amended by deleting 1(n) contained therein and replacing it with “(n) Going-private transaction: The Alternative Recapitalization Transaction shall include as a step a Take-Private, and CPC and the Supporting Parties shall cooperate to effect a Take-Private.”

(g)

The Support Agreement is hereby amended to add a new Schedule “E” in the form of Schedule “E” attached hereto.

Ratification. Except as specifically provided for in this Amendment or the First 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.

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.

(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.]

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