Form SC 13D CATALYST PAPER CORP Filed by: Mudrick Capital Management, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)*
Catalyst Paper Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
	14889B102
(CUSIP Number)
Mudrick Capital Management, L.P. 527 Madison Avenue, 6th Floor New York, NY 10022   Copies to:   Leor Landa, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 2, 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) ☐
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) ☐
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. 

 

 

Item 1. Security and Issuer

 

The securities to which this statement on Schedule 13D relates are the common shares (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 2. Identity and Background

 

This Schedule 13D is being filed jointly by the following (together, the “Reporting Persons”):

 

1)

Mudrick Capital Management, L.P., is a Delaware partnership (“MCM”), with its registered office at 527 Madison Avenue, 6th Floor, New York, NY 10022.  MCM is an investment advisor and its telephone number is (646) 747-9500.  The General Partner of MCM is Mudrick Capital Management, LLC, (the “General Partner”), with its registered office at 527 Madison Avenue, 6th Floor, New York, NY 10022.  The telephone number of the General Partner is (646) 747-9500.

 

2)

Jason Mudrick, the sole member of the General Partner, is a citizen of the United States and has a principal address of 527 Madison Avenue, 6th Floor, New York, NY 10022.  Jason Mudrick’s telephone number is (646) 747-9500.

 

A Joint Filing Agreement among the Reporting Persons is attached as Exhibit 99.1 hereto. As a result of the existing relationships described in the preceding paragraphs, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).

 

None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The information set forth in the cover pages and Item 1 of this Schedule 13D is incorporated by reference in this Item 3.

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired the Common Shares in 2013 and 2014 for investment purposes.

 

From time to time, the Reporting Persons may discuss with management of the Company, other shareholders or bondholders, a transaction that would result in a sale, recapitalization or de-levering of the Company. Such discussions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. Each Reporting Person reserves the right to make further purchases of Common Stock from time to time, to dispose of any or all of the shares of Common Stock held by it at any time or to formulate other purposes, plans or proposals regarding the Company or any of its securities, to the extent deemed advisable in light of its general investment and trading policies, market conditions or other factors.

 

Item 5. Interest in Securities of the Issuer

 

(a) The information set forth in the cover pages of this Schedule 13D and Items 7, 8, 9, 10, and 11 is incorporated herein by reference.

 

(b) By virtue of the relationships among the Reporting Persons described in Item 2 above, each of the Reporting Persons may be deemed to have the shared power to direct the vote and the disposition of the Common Stock that may be deemed to be beneficially owned by each of them.

 

(c) Except as set forth herein, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.

 

(d) No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D.

 

(e) Not applicable.

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

 

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 99.1	Joint Filing Agreement dated February 3, 2016 by and among the Reporting Persons.

 

 

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.

February 3, 2016

(Date)

/s/ Trevor Wiessmann

(Signature)

Trevor Wiessmann, General Counsel & Chief Compliance Officer

(Name/Title)

 

JASON MUDRICK

February 3, 2016

(Date)

/s/ Jason Mudrick

(Signature)

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13D (including amendments thereto) with respect to Common Shares, par value $0.01 per share, of Catalyst Paper Corporation, a Canada corporation, filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Section 13d-1(k)(ii) of the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.

 

This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 3^rd day of February 2016.

 

 

MUDRICK CAPITAL MANAGEMENT, L.P.

/s/ Trevor Wiessmann

(Signature)

Trevor Wiessmann, General Counsel & Chief Compliance Officer

(Name/Title)

 

 

JASON MUDRICK

/s/ Jason Mudrick

(Signature)

 

 

 

 

 

 

 

 

 

 

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