Filing Details

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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

(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 Issuers 2016 First Quarter Report incorporated as Exhibit 99.2 to the Issuers Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on May 10, 2016.

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

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

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SCHEDULE 13D

CUSIP No.  14889B102

Preamble

This Amendment No. 2 amends the Schedule 13D originally filed on May 13, 2016 and amended on May 20, 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 June 28, 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, and funds managed by Stonehill Capital Management LLC (collectively referred to as the Parties), which collectively hold approximately 86.8% of the notes issued under the Indenture (as defined below), delivered to the Trustee (as defined below) a waiver (the Waiver) under that certain Indenture, dated as of September 13, 2012 (the Base Indenture), by and among the Issuer, the Guarantors (as defined therein), Wilmington Trust, National Association, as trustee (the Trustee), and Computershare Trust Company of Canada, as collateral trustee, as supplemented by the First Supplemental Indenture, dated as of September 13, 2012 (the First Supplemental Indenture), the Second Supplemental Indenture, dated as of September 13, 2012 (the Second Supplemental Indenture), the Third Supplemental Indenture, dated as of March 20, 2014 (the Third Supplemental Indenture), the Fourth Supplemental Indenture, dated as of January 7, 2015 (the Fourth Supplemental Indenture, and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, collectively, as the same may be further amended, supplemented or otherwise modified from time to time, the Indenture), pursuant to which the Parties waived the Issuers obligation, under Section 10.13 of the First Supplemental Indenture and any other provision of the Indenture, to make a Change of Control Offer (as defined in the Indenture) as a result of, or in connection with, the occurrence of a Change of Control Triggering Event (as defined in the First Supplemental Indenture) at any time prior to May 13, 2016 through the date that is six (6) months following May 13, 2016. The Waiver is attached hereto as Exhibit 3. The description of the Waiver contained in this response to Item 4 is qualified in its entirety by reference to the terms of such Waiver, which are incorporated herein by reference.

In addition, on June 28, 2016, the Parties and Kejriwal Group International entered into the Support Agreement attached hereto as Exhibit 4 (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 5. Interest in Securities of the Issuer

Item 5 is hereby amended to add the following:

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SCHEDULE 13D

CUSIP No.  14889B102

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

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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: June 29, 2016

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SCHEDULE 13D

CUSIP No.  14889B102

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SCHEDULE 13D

CUSIP No.  14889B102

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