Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

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

30^th Floor

New York, NY 10022

(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-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).

 

 

 

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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

 

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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

 

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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

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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

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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

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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

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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

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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

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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

 

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SCHEDULE 13D/A

This Amendment No. 3 (Amendment No. 3) amends the statement on Schedule 13D filed with the SEC on May 23, 2016 (the Original Schedule 13D) as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on June 29, 2016 (Amendment No. 1) and by Amendment No. 2 to the Original Schedule 13D, filed with the SEC on July 19, 2016 (Amendment No. 2, and together with this Amendment No. 3, Amendment No. 1, and the Original Schedule 13D, 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. 3 have the meanings set forth in the Original Schedule 13D. This Amendment No. 3 amends Items 4, 5, 6 and 7 as set forth below.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

The Reporting Persons were 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 KGIs 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, dated July 15, 2016, the Support Agreement), dated as of June 28, 2016, by and among the Parties and KGI, 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. If consummated, the transactions contemplated by the 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 Support Agreement, as amended by the Second Amendment, are subject to a number of material conditions and there can be no assurance that the execution of the Support Agreement and the amendments thereto will result in the consummation of one or more transactions on the terms set forth in the Support Agreement, as amended, or at all. The Second Amendment is attached hereto as Exhibit 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 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

 

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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 5: Second Amendment, dated August 15, 2016.

 

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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: August 17, 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