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Form SC 13D/A CATALYST PAPER CORP Filed by: Oaktree Capital Group Holdings GP, LLC

November 18, 2016 4:03 PM EST

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

Catalyst Paper Corporation

(Name of Issuer)

 

Common Shares

(Title of Class of Securities)

 

14889B102

(CUSIP Number)

 

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

(213) 830-6300

(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-1(f) or 240.13d-1(g), check the following box: x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

 



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

 

(1)

Name of Reporting Person
OCM Luxembourg VOF Sarl

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Luxembourg

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5% (2)

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 


(1) In its capacity as the direct owner of 802,772 Common Shares.

(2) All calculations of percentage ownership in this Schedule 13D are based on 14,527,571 total Common Shares issued and outstanding as of May 9, 2016, as reported on the Issuer’s 2016 First Quarter Report incorporated as Exhibit 99.2 to the Issuer’s Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on May 10, 2016.

 

2



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

 

(1)

Name of Reporting Person
Oaktree Value Opportunities Fund, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 


(1) Solely in its capacity as the sole shareholder of OCM Luxembourg VOF Sarl.

 

3



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

 

(1)

Name of Reporting Person
Oaktree Value Opportunities Fund GP, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 


(1) Solely in its capacity as the general partner of Oaktree Value Opportunities Fund, L.P.

 

4



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

(1)

Name of Reporting Person
Oaktree Value Opportunities Fund GP Ltd.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 


(1) Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.

 

5



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

(1)

Name of Reporting Person
Oaktree Fund GP I, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 


(1) Solely in its capacity as the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.

 

6



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

(1)

Name of Reporting Person
Oaktree Capital I, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 


(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

 

7



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

(1)

Name of Reporting Person
OCM Holdings I, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 


(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.

 

8



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

(1)

Name of Reporting Person
Oaktree Holdings, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 


(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.

 

9



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

(1)

Name of Reporting Person
Oaktree Capital Management, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
PN

 


(1) Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd.

 

10



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

 

(1)

Name of Reporting Person
Oaktree Holdings, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
CO

 


(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

 

11



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

 

(1)

Name of Reporting Person
Oaktree Capital Group, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 


(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.

 

12



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

 

(1)

Name of Reporting Person
Oaktree Capital Group Holdings GP, LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds
OO

 

 

(5)

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(7)

Sole Voting Power
802,772 (1)

 

(8)

Shared Voting Power
0

 

(9)

Sole Dispositive Power
802,772 (1)

 

(10)

Shared Dispositive Power
0

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
802,772 (1)

 

 

(12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

(14)

Type of Reporting Person (See Instructions)
OO

 


(1) Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

 

13



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

Preamble

 

This Amendment No. 7 amends the Schedule 13D originally filed on May 13, 2016 and amended on May 20, 2016, June 29, 2016, July 19, 2016, August 16, 2016, October 26, 2016 and October 30, 2016 and is filed by OCM Luxembourg VOF Sarl, Oaktree Value Opportunities Fund, L.P., Oaktree Value Opportunities Fund GP, L.P., Oaktree Value Opportunities Fund GP Ltd., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC and Oaktree Capital Group Holdings GP, LLC (collectively, the “Reporting Persons”) with respect to the common shares (the “Common Shares”) of Catalyst Paper Corporation, a Canada corporation (the “Issuer”), with principal executive offices at 3600 Lysander Lane, 2nd Floor, Richmond, British Columbia, 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 Capital Management, L.P., Mudrick Capital Management, L.P., as investment manager to certain of its clients, and Cyrus Capital Partners, L.P., 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 (the “Alternative Recapitalization Support Agreement”), dated as of October 30, 2016, by and among the Parties and Issuer, 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). 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 in the Alternative Recapitalization Support Agreement, as amended by the First Amendment, are subject to a number of material conditions and there can be no assurance that the execution of the Alternative Recapitalization Support Agreement and the amendments thereto 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.

 

14



 

SCHEDULE 13D

 

CUSIP No. 14889B102

 

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 Securities Exchange Act of 1934 (as amended, 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 Securities of the Issuer.

 

The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit

 

Description

Exhibit 9:

 

First Amendment to Alternative Recapitalization Support Agreement, dated as of November 18, 2016.

 

15



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

SIGNATURES

 

After reasonable inquiry and to the best of each its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 18, 2016

 

 

OCM LUXEMBOURG VOF SARL

 

 

 

 

By:

/s/ Martin Eckel

 

Name:

Martin Eckel

 

Title:

Manager

 

 

 

 

By:

/s/ Katherine Ralph

 

Name:

Katherine Ralph

 

Title:

Manager

 

 

 

 

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/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

16



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

 

 

 

 

By:

Oaktree Value Opportunities Fund GP Ltd.

 

Its:

General Partner

 

 

 

 

By:

Oaktree Capital Management, L.P.

 

Its:

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

 

 

 

 

By:

Oaktree Capital Management, L.P.

 

Its:

Director

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Authorized Signatory

 

 

 

 

OAKTREE CAPITAL I, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

17



 

SCHEDULE 13D

 

CUSIP No.  14889B102

 

 

OCM HOLDINGS I, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE HOLDINGS, INC.

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Jordan Mikes

 

Name:

Jordan Mikes

 

Title:

Vice President

 

18


Exhibit 9

 

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 Weissman

 

 

Name: Trevor Weissman, Esq.

 

 

Title: Corporate Secretary

 




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