Form SC 13D/A CATALYST PAPER CORP Filed by: Mudrick Capital Management, L.P.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D |
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) | ||
July 19, 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. 4 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 at the end thereof:
On July 19, 2016, the Parties and Kejriwal Group International entered into an amendment (the “Amendment”), dated as of July 15, 2016, to the Support Agreement, which 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: (i) extending the deadline for achievement of certain material conditions to the transactions contemplated in the Support Agreement, (ii) adding a provision regarding the provision of updates with respect to progress in connection with the attainment of certain material conditions to the transactions contemplated in the Support Agreement and (iii) clarifying the Parties’ ability to engage in discussions among the Parties, the Issuer, the board of directors and/or management of the Issuer regarding potential modifications, amendments, extensions, replacements, refinancings, or any similar actions with respect to any securities of the Issuer held by the Parties. The Amendment is attached hereto as Exhibit 99.4. The description of the Amendment contained in this response to Item 4 is qualified in its entirety by reference to the terms of such Amendment, which are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5(b) is hereby replaced with the following:
Due to the nature of the discussions described in Item 4, the Parties may be deemed to be part of a “group” (within the meaning of Rule 13d-3 of the Exchange Act) with each other. As a result, the Parties may collectively be deemed to beneficially own the Common Shares beneficially owned by each Party individually. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Shares beneficially owned by any of the other Parties or any other person, and do not affirm membership in a “group” (within the meaning of Rule 13d-5 of the Exchange Act) with any of the other Parties or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Parties, for any or all purposes, beneficially owns any Common Shares beneficially owned by any of the other Parties or any other person or is a member of a group with any of the other Parties or any other person.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
Item 6 is hereby amended to add the following:
The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit:
Exhibit No. | Description | |
99.4 | The First Amendment to Support Agreement, dated as of July 15, 2016, by and among Kejiriwal Group International, an Indian corporation and each of the signatories thereto. | |
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. |
July 19, 2016 | |
(Date) | |
/s/ Trevor Wiessmann | |
(Signature) | |
Trevor Wiessmann, General Counsel & Chief Compliance Officer | |
(Name/Title) | |
JASON MUDRICK |
July 19, 2016 | |
(Date) | |
/s/ Jason Mudrick | |
(Signature) |
EXHIBIT INDEX
Exhibit No. | Description | |
99.4 | The First Amendment to Support Agreement, dated as of July 15, 2016, by and among Kejiriwal Group International, an Indian corporation and each of the signatories thereto. |
Exhibit 99.4
FIRST AMENDMENT TO SUPPORT AGREEMENT
This First 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 July 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 “July 15, 2016” in the definition of “CPC Arrangement Agreement Outside Date” in the Support Agreement is hereby deleted and replaced with “August 15, 2016”. |
(b) | Section 5.2(m) of the Support Agreement is hereby amended by adding the following proviso to the end thereof: |
“; provided that nothing contained in this Agreement shall preclude the Supporting Parties from engaging in discussions among the Supporting Parties, CPC, or the board of directors or management of CPC regarding modifications, amendments, extensions, replacements, refinancings, or
any similar actions with respect to any securities of CPC held by the Supporting Parties;”
(c) | Section 6.5 of the Support Agreement is hereby amended by adding the following sentence to the end thereof: |
“KGI shall provide weekly updates to the Supporting Parties and keep the Supporting Parties apprised of the progress of all material discussions with respect to the CPC Arrangement Agreement and the CBCA Proceedings.”
(d) | Section 7.1(b) of the Support Agreement is hereby amended by deleting the date October 13, 2016 contained therein and replacing it with “October 28, 2016”. |
(e) | Section 7.1(c) of the Support Agreement is hereby amended by deleting the date October 17, 2016 contained therein and replacing it with “November 1, 2016”. |
(f) | Section 7.1(d) of the Support Agreement is hereby amended by deleting the date November 7, 2016 contained therein and replacing it with “November 22, 2016”. |
(g) | Section 7.1(e) of the Support Agreement is hereby amended by deleting the date November 10, 2016 contained therein and replacing it with “November 25, 2016”. |
(h) | Section 7.1(f) of the Support Agreement is hereby amended by deleting the date November 30, 2016 contained therein and replacing it with “December 15, 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 |
2
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.]
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This Amendment has been agreed and accepted as of July 15, 2016.
KEJRIWAL GROUP INTERNATIONAL | |
By: | /s/ Rahul Kejriwal |
Name: Rahul Kejriwal | |
Title: CEO |
4
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/ Thomas Stamatelos | ||
Name: Thomas Stamatelos | |||
Title: Authorized Signatory
|
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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/ Robert O’Leary | ||
Name: Robert O’Leary | |||
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/ Robert O’Leary | ||
Name: Robert O’Leary | |||
Title: Managing Director | |||
By: | /s/ Brook Hinchman | ||
Name: Brook Hinchman | |||
Title: Senior Vice President
|
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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: Authorized Signatory | |||
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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 |
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