Filing Details
- Accession Number:
- 0001193125-16-636540
- Form Type:
- 13D Filing
- Publication Date:
- 2016-06-29 16:03:56
- Filed By:
- Stonehill Capital Management Llc
- Company:
- Catalyst Paper Corp
- Filing Date:
- 2016-06-29
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Stonehill Capital Management | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
| Stonehill Institutional Partners | 8. | 869,681 | 10. | 869,681 | 869,681 | 5.99% |
| John Motulsky | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
| Christopher Wilson | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
| Thomas Varkey | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
| Jonathan Sacks | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
| Peter Sisitsky | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
| Michael Thoyer | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
| Michael Stern | 8. | 1,449,468 | 10. | 1,449,468 | 1,449,468 | 9.98% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Catalyst Paper Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
14889B102
(CUSIP Number)
Paul Malek
General Counsel
Stonehill Capital Management LLC
885 Third Avenue
30th Floor
New York, NY 10022
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 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 249.13d-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 §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 persons 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).
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stonehill Capital Management LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Delaware, USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
2
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Stonehill Institutional Partners, 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 (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
Delaware, USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
869,681 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
869,681 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
869,681 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.99% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
3
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John Motulsky | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, HC | |||||
4
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Christopher Wilson | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, HC | |||||
5
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas Varkey | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, HC | |||||
6
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jonathan Sacks | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, HC | |||||
7
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Peter Sisitsky | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, HC | |||||
8
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Thoyer | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, HC | |||||
9
| CUSIP NO. 14889B102 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Michael Stern | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use only
| |||||
| 4. | Source of funds (See Instructions)
OO | |||||
| 5. | Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
1,449,468 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,449,468 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,468 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.98% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN, HC | |||||
10
SCHEDULE 13D/A
This Amendment No. 1 (Amendment No. 1) amends the statement on Schedule 13D filed with the SEC on May 23, 2016 (the Original Schedule 13D, together with this Amendment No. 1, the Schedule 13D) with respect to the common shares, no par value per share (the Shares), of Catalyst Paper Corporation, a corporation formed under the laws of British Columbia, Canada (the Issuer). The Issuers principal executive offices are located at 2nd Floor, 3600 Lysander Lane, Richmond, British Columbia, Canada V7B 1C3. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 4, 6 and 7 as set forth below.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On June 22nd, 2016, the Reporting Persons, other Supporting Parties, and Kejriwal Group International entered into the Support Agreement attached hereto as Exhibit 3 (the Support Agreement), which Support Agreement sets forth certain terms with respect to the proposed acquisition of the Issuer and the exchange of certain indebtedness of the Issuer, which transactions, if consummated, would have one or more of the results specified in clauses (a) through (j) of Item 4. The transactions contemplated in the Support Agreement are subject to a number of material conditions and there can be no assurance that the execution of the Support Agreement will result in the consummation of one or more transactions on the terms set forth in the Support Agreement or at all. The description of the Support Agreement contained in this response to Item 4 is qualified in its entirety by reference to the terms of such agreement, which are incorporated herein by reference.
| 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 3: Support Agreement, dated June 28, 2016.
11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: June 29, 2016 | ||
| STONEHILL CAPITAL MANAGEMENT LLC* | ||
| By: | /s/ Paul Malek | |
| Paul Malek | ||
| General Counsel | ||
| STONEHILL INSTITUTIONAL PARTNERS, L.P.* | ||
| By: | /s/ Paul Malek | |
| Paul Malek | ||
| General Counsel of Stonehill Capital Management LLC, its investment adviser | ||
| JOHN MOTULSKY* | ||
| /s/ Paul Malek | ||
| Paul Malek | ||
| Attorney-in-Fact for John Motulsky | ||
| CHRISTOPHER WILSON* | ||
| /s/ Paul Malek | ||
| Paul Malek | ||
| Attorney-in-Fact for Christopher Wilson | ||
| THOMAS VARKEY* | ||
| /s/ Paul Malek | ||
| Paul Malek | ||
| Attorney-in-Fact for Thomas Varkey | ||
| JONATHAN SACKS* | ||
| /s/ Paul Malek | ||
| Paul Malek | ||
| Attorney-in-Fact for Jonathan Sacks | ||
| PETER SISITSKY* | ||
| /s/ Paul Malek | ||
| Paul Malek | ||
| Attorney-in-Fact for Peter Sisitsky | ||
| MICHAEL THOYER* | ||
| /s/ Paul Malek | ||
| Paul Malek | ||
| Attorney-in-Fact for Michael Thoyer | ||
| MICHAEL STERN* | ||
| /s/ Paul Malek | ||
| Paul Malek | ||
| Attorney-in-Fact for Michael Stern | ||
| * | The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes |