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 Under the Securities Exchange Act of 1934 (Amendment No. 5)*

 

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)
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 §§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. 5 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, 2^nd 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:

 

The Reporting Person was advised that, on August 10, 2016, Kejriwal Group International (“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 Oaktree Capital Management, L.P., Mudrick Capital Management, L.P., as investment manager to certain of its clients, Cyrus Capital Partners, L.P., as investment manager to certain of its managed funds, funds managed by Stonehill Capital Management LLC, funds managed by Stonehill Capital Management LLC (collectively referred to as 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 and as amended by the Second Amendment, the “Support Agreement”), 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. The Second Amendment is attached hereto as Exhibit 99.5. 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 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended to add 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 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
99.5		The Second Amendment to Support Agreement, dated as of August 15, 2016, by and among Kejiriwal Group International, an Indian corporation and each of the 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.

	August 15, 2016
	(Date)
	/s/ Trevor Wiessmann
	(Signature)
	Trevor Wiessmann, General Counsel & Chief Compliance Officer
	(Name/Title)

JASON MUDRICK

	August 15, 2016
	(Date)
	/s/ Jason Mudrick
	(Signature)

EXHIBIT INDEX

 

Exhibit No.		Description
99.5		The Second Amendment to Support Agreement, dated as of August 15, 2016, by and among Kejiriwal Group International, an Indian corporation and each of the signatories thereto.

EXHIBIT 99.5

 

Execution Version

 

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 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/ 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
		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:   General Counsel

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Marriott Vacations Worldwide (VAC) ticks higher on new activist investor
• SmallRig has unveiled a line of innovative products, co-designed with professional creators at 2024 NAB Show