Notice of Meetings and Management Proxy
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NOTICE OF MEETINGS AND MANAGEMENT PROXY CIRCULAR PERTAINING TO A PLAN OF COMPROMISE AND ARRANGEMENT UNDER THE COMPANIES’ CREDITORS ARRANGEMENT ACT (CANADA) CONCERNING, AFFECTING AND INVOLVING CATALYST PAPER CORPORATION 0606890 B.C. LTD. CATALYST PAPER GENERAL PARTNERSHIP CATALYST PAPER ENERGY HOLDINGS INC. CATALYST PULP AND PAPER SALES INC. CATALYST PULP OPERATIONS LIMITED CATALYST PULP SALES INC. ELK FALLS PULP AND PAPER LIMITED PACIFICA POPLARS LTD. CATALYST PAPER HOLDINGS INC. CATALYST PAPER RECYCLING INC. CATALYST PAPER (SNOWFLAKE) INC. CATALYST PAPER (USA) INC. PACIFICA PAPERS SALES INC. PACIFICA PAPERS US INC. PACIFICA POPLARS INC. THE APACHE RAILWAY COMPANY March 23, 2012 This circular is being distributed to certain creditors of Catalyst Paper Corporation and its subsidiaries listed above by and on behalf of such entities in connection with the meetings called to consider the plan of compromise and arrangement proposed by them that are scheduled to be held at the times and places set out in the attached Notices of Meetings. These materials require your immediate attention. You should consult your financial, tax or other professional advisors in connection with the contents of these materials. Should you have any questions regarding voting or other procedures or should you wish to obtain additional copies of these materials, you may contact PricewaterhouseCoopers Inc., which acts as the Monitor, at PricewaterhouseCoopers Inc., 250 Howe Street, Suite 700, Vancouver, British Columbia, V6C 3S7 (Attention: Patricia Marshall), facsimile: 604-806-7070 or telephone: 604-806-7806 or email: [email protected] or access the Monitor’s website at www.pwc.com/car- catalystpaper. March 23, 2012 To: The affected creditors (the “Affected Creditors”) of Catalyst Paper Corporation (“Catalyst” or the “Corporation”), 0606890 B.C. Ltd., Catalyst Paper General Partnership, Catalyst Paper Energy Holdings Inc., Catalyst Pulp And Paper Sales Inc., Catalyst Pulp Operations Limited, Catalyst Pulp Sales Inc., Elk Falls Pulp And Paper Limited, Pacifica Poplars Ltd., Catalyst Paper Holdings Inc., Catalyst Paper Recycling Inc., Catalyst Paper (Snowflake) Inc., Catalyst Paper (USA) Inc., Pacifica Papers Sales Inc., Pacifica Papers US Inc., Pacifica Poplars Inc. and The Apache Railway Company In recent years management and the board of directors of Catalyst (the “Board of Directors”) have undertaken a number of measures to enhance the long-term value of the Corporation. Management and the Board of Directors have also considered various transactions to improve the Corporation’s financial position and capital structure, including the restructuring under the Canada Business Corporations Act (“CBCA”) announced by the Corporation on January 14, 2012. The CBCA restructuring was terminated on January 31, 2012 due to the conditions to the restructuring not being satisfied. As a result of the worsening liquidity situation of the Corporation, the Corporation filed for protection under the Companies’ Creditors Arrangement Act (the “CCAA”) on January 31, 2012. The Corporation’s management team and Board of Directors have continued to work towards a consensual transaction with the Corporation’s creditors since the CCAA filing. On March 11, 2012, the Corporation entered into a restructuring and support agreement (the “Restructuring and Support Agreement”) with certain holders of Catalyst’s 11% senior secured notes due December 15, 2016 (the “First Lien Notes”) and 7 3/8% senior notes due March 1, 2014 (the “Unsecured Notes”) for a plan of compromise and arrangement under the CCAA (the “Plan”). The Corporation is holding meetings of the Affected Creditors (the “Meetings”), each to consider a resolution (each, a “Resolution”) to approve the proposed Plan. The Meetings will be held on April 23, 2012 at 10:00 a.m. and 11:00 a.m. (Vancouver time) as set out in the attached Notices of Meeting. In order for the Plan to be approved and be binding in accordance with the CCAA, each Resolution must be approved by a majority in number of the Affected Creditors who represent at least two-thirds in value of the Allowed Claims of Affected Creditors who vote or are deemed to vote on the Resolutions in person or by proxy at the Meetings. The purpose of the Plan is to: (a) effect a compromise, settlement and payment of all claims of Affected Creditors; (b) implement a restructuring of the First Lien Notes and the Unsecured Notes; and (c) enable Catalyst to attain sufficient liquidity to support the viability of its business. Catalyst and its Board of Directors believe that entering into the Restructuring and Support Agreement and implementing the Plan is the best alternative available to Catalyst and its noteholders, shareholders and other stakeholders. The Plan will address Catalyst’s current debt level, preserve jobs and preserve Catalyst’s business as a going concern for the benefit of all stakeholders and the communities in which Catalyst operates. As of March 23, 2012, holders of Unsecured Notes (“Unsecured Noteholders”) holding approximately 20.39% (or $50,963,000) in aggregate principal amount of the Unsecured Notes and holders of the First Lien Notes (“First Lien Noteholders”) holding approximately 54.4% (or $212,553,000) in aggregate principal amount of the First Lien Notes have entered into the Restructuring and Support Agreement pursuant to which they have agreed to vote in favour of and support the Plan. The Plan provides, among other things, that: (a) all existing common shares, options, warrants, rights or similar instruments derived from, relating to or convertible or exchangeable therefore shall be cancelled and terminated without any liability, payment or other compensation from the Corporation or otherwise in respect thereof; (b) each First Lien Noteholder will be entitled to receive, in settlement and full satisfaction of the principal amount of First Lien Notes, its pro rata share of: (i) US$325 million aggregate principal amount of new senior secured notes (the “New First Lien Notes”); and (ii) new common shares of the Corporation (“New Common Shares”) representing 80% of the issued and outstanding New 1 Common Shares upon completion of the Plan (subject to dilution in certain circumstances) and, in settlement and full satisfaction of the accrued and unpaid interest under the First Lien Notes, its pro rata share of New First Lien Coupon Notes in a principal amount equal to the accrued and unpaid interest under the First Lien Notes up to the effective date of the Plan. Assuming an effective date of May 16, 2012, approximately US$43.1 million aggregate principal amount of New First Lien Coupon Notes would be distributed pursuant to the Plan; (c) each Unsecured Noteholder and, subject to (d) below, each holder of existing unsecured non- priority claims against the Corporation, other than claims of Unsecured Noteholders, that have not been otherwise satisfied (“General Unsecured Claims”) will be entitled to receive in full satisfaction of its entitlement under the Unsecured Notes or General Unsecured Claims, as applicable, its pro rata share of: (i) New Common Shares representing 20% of the issued and outstanding New Common Shares upon completion of the Plan (subject to dilution in certain circumstances); and (ii) warrants with a cashless exercise feature exercisable for a period of four years from the effective date of the Plan for 15% of the fully diluted New Common Shares outstanding upon completion of the Plan at an exercise price equal to a plan equity value of US$74,500,000 plus 50%; and (d) holders of General Unsecured Claims in an amount under $10,000 (or who agree to reduce their claim to $10,000) will receive a cash payment of 50% of such holder’s General Unsecured Claim instead of the New Common Shares and warrants described above, unless they elect to receive such New Common Shares and warrants, provided that the aggregate amount of cash payable to such holders shall not exceed $2.5 million (in which case each such General Unsecured Creditor shall also receive a pro rata portion of New Common Shares and warrants). The Restructuring and Support Agreement provides that in the event the votes or approvals required to complete the Plan are not obtained, the Corporation will commence a sales process under the CCAA in accordance with the sale and investor solicitation procedures in the form approved by the Court pursuant to the Sales Order. The Plan is subject to the requisite approval of the Supreme Court of British Columbia, the Unsecured Noteholders, holders of General Unsecured Claims and the First Lien Noteholders. Affected Creditors are being asked to consider and, if deemed appropriate, approve the Plan so that Catalyst can emerge as soon as practicable from CCAA protection, allowing Catalyst to focus on executing its business strategy. After careful consideration of all relevant factors relating to the Plan, the Board of Directors has UNANIMOUSLY RECOMMENDED that Affected Creditors vote FOR the Resolutions. The Monitor will be issuing a report prior to the Meetings which will include its recommendations with respect to the Plan. We urge you to give serious attention to the Plan and we recommend that you vote in favour of it in person or by proxy at the Meetings. Please complete and return the applicable voting instrument enclosed with the management proxy circular following the instructions set out in such instrument to ensure that you are represented at the Meetings. Yours very truly, (signed) Kevin J. Clarke President and Chief Executive Officer This material is important and requires your immediate attention. The accompanying management proxy circular contains a description of and a copy of the Plan, as well as other information concerning Catalyst to assist you in considering this matter. You are urged to review this information carefully. Should you have any questions or require assistance in understanding and evaluating how you will be affected by the proposed Plan, please consult your legal, tax or other professional advisors.