Filing Details

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

(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 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).

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.

2

SCHEDULE 13D

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

3

SCHEDULE 13D

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

4

SCHEDULE 13D

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

5

SCHEDULE 13D

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

6

SCHEDULE 13D

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

7

SCHEDULE 13D

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

8

SCHEDULE 13D

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

9

SCHEDULE 13D

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

10

SCHEDULE 13D

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

11

SCHEDULE 13D

(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

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

13

SCHEDULE 13D

Preamble

This Amendment No. 5 amends the Schedule 13D originally filed on May 13, 2016 and amended on May 20, 2016, June 29, 2016, July 19, 2016, and August 16, 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:

Pursuant to that certain Support Agreement, dated as of June 28, 2016 (as amended by the First Amendment to the Support Agreement, dated July 15, 2016, and the Second Amendment to the Support Agreement, dated August 15, 2016, the Support Agreement), by and among certain funds and entities managed or controlled by Oaktree Capital Management, L.P. (Oaktree), Mudrick Capital Management, L.P. (Mudrick), as investment manager to certain of its clients, Cyrus Capital Partners, L.P. (Cyrus), as investment manager to certain of its managed funds, and funds managed by Stonehill Capital Management LLC (the foregoing collectively being referred to as the Parties) and Kejriwal Group International (KGI), the Parties are entitled to terminate the Support Agreement upon the failure of the CPC Arrangement Agreement (as defined in the Support Agreement) to be in full force and effect on or before October 25, 2016.  The CPC Support Agreement is one of the principal definitive agreements contemplated to be entered into in order to memorialize the proposed acquisition of the Issuer by KGI and the exchange of certain indebtedness of the Issuer, all as more fully provided for in the Support Agreement.  As of October 25, 2016, the CPC Arrangement Agreement was not in full force and effect.  As a result, the Parties were permitted as of such date to terminate the Support Agreement by delivering a written notice to such effect to KGI, and KGI likewise was entitled to terminate the Support Agreement by delivering a notice to such effect to the Parties.  As of the date hereof, the Parties have not yet taken any such action to terminate the Support Agreement, although they reserve the right to do so in the future.  As of the date hereof, KGI has not delivered to the Parties a notice effecting a termination of the Support Agreement.  As a result of the foregoing, there can be no assurance that the transactions contemplated by the Support Agreement will be consummated.

The board of directors of the Issuer requested that the Reporting Persons consider proposing a potential alternative strategic transaction (Alternative Strategic Transaction) involving the Issuer and/or the Issuers capital structure, including, without limitation, a potential amendment, extension or restructuring of the Issuers outstanding 11.00% PIK Toggle Senior Secured Notes due October 2017 (the Notes) and other modifications to the Issuers capital structure in case KGIs contemplated acquisition of the Issuer is not completed.  As a result, the Reporting Persons have proposed an Alternative Strategic Transaction (the Alternative Recapitalization) to the Issuer contemplated to be implemented under the arrangement provisions of the Canada Business Corporations Act (and submitted for court and securityholder approvals in order to be binding on all affected securityholders) pursuant to which, among other things, the Notes (including any accrued interest thereon) would be exchanged for (A) US$135 million in principal amount of interests in a new loan with a term of five years and an interest rate of: (1) during year one, 12% paid-in-kind, paid quarterly in arrears, (2) during year two, at the election of the Issuer, either 12% cash pay, 6% cash pay plus 6% paid-in-kind or, if approved by 75% of the new loan lenders, 12% paid-in-kind, in each case, paid quarterly in arrears, and (3) thereafter, at the election of the borrower, either 12% cash pay, or 6% cash pay plus 6% paid-in-kind, in each case, paid quarterly in arrears, and (B) newly-issued common shares of the Issuer representing 95% of the aggregate amount of all of such shares of the Issuer outstanding after giving pro forma effect to the transactions contemplated in the Alternative Recapitalization (other than a share purchase consummated in connection with any Take-Private (as defined below)).  In addition, the Reporting Persons proposed that, subject to applicable regulatory constraints, certain shareholders other than Cyrus, Mudrick and Oaktree be asked to vote whether to approve a transaction (the Take-Private) pursuant to which such shareholders would exchange such common shares for immediately available cash consideration, conditioned upon the satisfaction of conditions customary for a going-private transaction of this nature, including, without limitation, a reduction in the number of security holders of the Issuer sufficient to permit the Issuer to be a non-reporting, private company under the applicable law of Canada and the United States.

14

SCHEDULE 13D

Neither the implementation of the transactions contemplated by the Support Agreement nor the Alternative Recapitalization would affect any of Catalysts contractual relationships with its trade vendors.

The Reporting Persons intend to engage in discussions with the Issuers board of directors, the Issuers management, other shareholders of the Issuer, other debt holders of the Issuer, advisors and other persons regarding the Alternative Recapitalization.  If the Alternative Recapitalization is accepted by the board of directors of the Issuer, it is expected that the consummation of such Alternative Recapitalization would be subject to a number of material conditions.  In the event that the board of directors of the Issuer determines to accept the Alternative Recapitalization, there can be no assurance that the Alternative Recapitalization will be consummated on the terms described herein or at all.  If the Alternative Recapitalization is consummated, (i) it would have a materially different effect on the capital structure and the shareholders of the Issuer than would result from the consummation of the transactions contemplated by the Support Agreement and (ii) it would have one or more of the effects specified in clauses (a) through (j) of Item 4.

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.

15

SCHEDULE 13D

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: October 26, 2016

16

SCHEDULE 13D

17

SCHEDULE 13D

18