Filing Details

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Catalyst Paper Corporation
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
14889B102
(CUSIP Number)
Cyrus Capital Partners, L.P. 399 Park Avenue, 39th Floor New York, New York 10022 (212) 380-5800
Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November [17], 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. []

 

(Page 1 of 14 Pages)

______________________________

* 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).

 

1	NAME OF REPORTING PERSONS Cyrus Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 6,452,141
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 6,452,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,452,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 44.41%
14	TYPE OF REPORTING PERSON PN/IA

 

 

1	NAME OF REPORTING PERSONS Cyrus Capital Partners GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 6,452,141
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 6,452,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,452,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 44.41%
14	TYPE OF REPORTING PERSON OO

 

1	NAME OF REPORTING PERSONS Stephen C. Freidheim
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 6,452,141
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 6,452,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,452,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 44.41%
14	TYPE OF REPORTING PERSON IN

 

 

This Amendment No. 7 (“Amendment No. 7”) amends the statement on Schedule 13D filed with the SEC on May 13, 2016 (the “Original Schedule 13D”) as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on May 23, 2016 (“Amendment No. 1”), by Amendment No. 2 to the Original Schedule 13D, filed with the SEC on June 29, 2016 (“Amendment No. 2”), by Amendment No. 3 to the Original Schedule 13D, filed with the SEC on July 20, 2016 (“Amendment No. 3”), by Amendment No. 4 to the Original Schedule 13D, filed with the SEC on August 16, 2016 (“Amendment No. 4”), by Amendment No.5 to the Original Schedule 13D, filed with the SEC on October 25, 2016 (“Amendment No. 5”) and by Amendment No.6 to the Original Schedule 13D, filed with the SEC on October 31, 2016 (“Amendment No. 6,” and together with this Amendment No. 7, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, 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”). Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D.  This Amendment No. 7 amends Items 4, 6, and 7 as set forth below.

 

Item 4.	PURPOSE OF TRANSACTION
	Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
	On November [17], 2016, the Parties (with the exception of certain funds or entities managed by Stonehill Capital Management LLC) and the Issuer entered into an amendment (the “First Amendment”), dated as of November [17], 2016, to the Alternative Recapitalization Support Agreement, 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.

 

 

 

The First Amendment is attached hereto as Exhibit 9. The description of the First Amendment contained in this response to Item 4 is qualified in its entirety by reference to the terms of such First Amendment, which are incorporated herein by reference.

 

Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
	The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.

 

Item 7.	EXHIBITS
	Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Exhibit	Description
9	Form of First Amendment, dated as of November [17], 2016.

 

SIGNATURES

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

Date: November 18, 2016

 

	Cyrus Capital Partners, L.P.
	By:	/s/  Thomas Stamatelos
	Name:	Thomas Stamatelos
	Title:	Authorized Signatory
	Cyrus Capital Partners GP, L.L.C.
	By:	/s/  Stephen C. Freidheim
	Name:	Stephen C. Freidheim
	Title:	Manager
	/s/ Stephen C. Freidheim
	Stephen C. Freidheim

 

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 [__], 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 18, 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.

(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.]

 

This Amendment has been agreed and accepted as of the date first set forth above.

	CATALYST PAPER CORPORATION
	By:
		Name:
		Title:

 

 

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:
		Name:
		Title:

 

 

 

 

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:
		Name:
		Title:
	By:
		Name:
		Title:
	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:
		Name:
		Title:
	By:
		Name:
		Title:

 

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:
		Name:
		Title: