UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CANADIAN SUPERIOR ENERGY INC.
------------------------------------
(Name of Issuer)
Common Shares
------------------------------------
(Title of Class of Securities)
136644101
------------------------------------
(CUSIP Number)
June 3, 2009
------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
Continued on following pages
Page 1 of 16 Pages
Exhibit Index: Page 13
CUSIP NO. 136644101 Page 2 of 16
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MATLINPATTERSON CAPITAL MANAGEMENT L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of -0-
Shares
Beneficially 6 Shared Voting Power
Owned By 8,508,000
Each
Reporting 7 Sole Dispositive Power
Person -0-
With
8 Shared Dispositive Power
8,508,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,508,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.0%
12 Type of Reporting Person (See Instructions)
PN, IA
CUSIP NO. 136644101 Page 3 of 16
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MATLINPATTERSON CAPITAL MANAGEMENT GP LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of -0-
Shares
Beneficially 6 Shared Voting Power
Owned By 8,508,000
Each
Reporting 7 Sole Dispositive Power
Person -0-
With
8 Shared Dispositive Power
8,508,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,508,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.0%
12 Type of Reporting Person (See Instructions)
OO, HC
CUSIP NO. 136644101 Page 4 of 16
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MATLINPATTERSON CAPITAL MANAGEMENT HOLDINGS LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of -0-
Shares
Beneficially 6 Shared Voting Power
Owned By 8,508,000
Each
Reporting 7 Sole Dispositive Power
Person -0-
With
8 Shared Dispositive Power
8,508,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,508,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.0%
12 Type of Reporting Person (See Instructions)
OO, HC
CUSIP NO. 136644101 Page 5 of 16
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MATLINPATTERSON DISTRESSED OPPORTUNITIES MASTER ACCOUNT L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of -0-
Shares
Beneficially 6 Shared Voting Power
Owned By 8,508,000
Each
Reporting 7 Sole Dispositive Power
Person -0-
With
8 Shared Dispositive Power
8,508,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,508,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.0%
12 Type of Reporting Person (See Instructions)
PN
CUSIP NO. 136644101 Page 6 of 16
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DAVID J. MATLIN
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of -0-
Shares
Beneficially 6 Shared Voting Power
Owned By 8,508,000
Each
Reporting 7 Sole Dispositive Power
Person -0-
With
8 Shared Dispositive Power
8,508,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,508,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.0%
12 Type of Reporting Person (See Instructions)
IN, HC
CUSIP NO. 136644101 Page 7 of 16
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MARK R. PATTERSON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of -0-
Shares
Beneficially 6 Shared Voting Power
Owned By 8,508,000
Each
Reporting 7 Sole Dispositive Power
Person -0-
With
8 Shared Dispositive Power
8,508,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,508,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.0%
12 Type of Reporting Person (See Instructions)
IN, HC
CUSIP NO. 136644101 Page 8 of 16
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
MUNIZ SUKHADWALA
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of -0-
Shares
Beneficially 6 Shared Voting Power
Owned By 8,508,000
Each
Reporting 7 Sole Dispositive Power
Person -0-
With
8 Shared Dispositive Power
8,508,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,508,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.0%
12 Type of Reporting Person (See Instructions)
IN
CUSIP NO. 136644101 Page 9 of 16
Item 1(a) Name of Issuer: Canadian Superior Energy Inc. (the "Issuer").
1(b) Address of the Issuer's Principal Executive Offices:
3200, 500 - 4th Ave S.W.
Calgary, Alberta T2P 2V6
Canada
Item 2(a) Name of Person Filing
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) MatlinPatterson Capital Management L.P. ("Matlin LP");
ii) MatlinPatterson Capital Management GP LLC ("Matlin LLC");
iii) MatlinPatterson Capital Management Holdings LLC ("Matlin
Holdings")
iv) MatlinPatterson Distressed Opportunities Master Account L.P.
("Matlin Distressed");
v) David J. Matlin;
vi) Mark R. Patterson; and
vii) Muniz (Mike) Sukhadwala ("Mike Sukhadwala").
This statement relates to Shares (as defined herein) held for
the account of MatlinPatterson Distressed, a limited partnership organized under
the laws of the Cayman Islands. Matlin LP serves as investment manager to Matlin
Distressed. Matlin LLC is the general partner of Matlin LP. Matlin Holdings is
the sole member of Matlin LLC. David J. Matlin and Mark R. Patterson each hold
50 percent of the membership interests of Matlin Holdings. Mike Sukhadwala
serves as the Senior Portfolio Manager of Matlin LP.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 520 Madison Avenue, New York, NY 10022.
Item 2(c) Citizenship:
i) Matlin LP is a Delaware limited partnership;
ii) Matlin LLC is a Delaware limited liability company;
iii) Matlin Holdings is a Delaware limited liability company;
iv) Matlin Distressed is a Cayman Islands limited partnership;
v) David J. Matlin is a United States citizen;
vi) Mark R. Patterson is a United States citizen; and
vii) Mike Sukhadwala is a United States citizen.
CUSIP NO. 136644101 Page 10 of 16
Item 2(d) Title of Class of Securities:
Common Shares (the "Shares").
Item 2(e) CUSIP Number:
136644101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of the date hereof, each of the Reporting Persons may be
deemed to be the beneficial owner of 8,508,000 Shares.
Item 4(b) Percent of Class:
Each of the Reporting Persons may be deemed to be the
beneficial owner of approximately 5.0% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
Matlin LP
---------
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or to direct the vote 8,508,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 8,508,000
Matlin LLC
----------
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or to direct the vote 8,508,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 8,508,000
Matlin Holdings
---------------
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or to direct the vote 8,508,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 8,508,000
Matlin Distressed
-----------------
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or to direct the vote 8,508,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 8,508,000
CUSIP NO. 136644101 Page 11 of 16
David J. Matlin
---------------
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or to direct the vote 8,508,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 8,508,000
Mark R. Patterson
-----------------
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or to direct the vote 8,508,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 8,508,000
Mike Sukhadwala
---------------
(i) Sole power to vote or direct the vote:
(ii) Shared power to vote or to direct the vote 8,508,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 8,508,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The partners of Matlin Distressed are entitled to receive, or
have the power to direct, the receipt of dividends from, or the proceeds of
sales of, the Shares held for the account of Matlin Distressed, in accordance
with their ownership interests in Matlin Distressed.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
CUSIP NO. 136644101 Page 12 of 16
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June 10, 2009 MATLINPATTERSON CAPITAL MANAGEMENT L.P.
By: MATLINPATTERSON CAPITAL MANAGEMENT
GP LLC, its general partner
By: /s/ Robert H. Weiss
---------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 MATLINPATTERSON CAPITAL MANAGEMENT GP LLC
By: /s/ Robert H. Weiss
-------------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 MATLINPATTERSON CAPITAL MANAGEMENT
HOLDINGS LLC
By: /s/ Robert H. Weiss
-------------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 MATLINPATTERSON DISTRESSED MASTER
ACCOUNT L.P.
By: /s/ Robert H. Weiss
-------------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 DAVID J. MATLIN
By: /s/ David J. Matlin
-------------------------------------
Date: June 10, 2009 MARK R. PATTERSON
By: /s/ Mark R. Patterson
-------------------------------------
Date: June 10, 2009 MUNIZ (MIKE) SUKDWALA
By: /s/ Muniz (Mike) Sukdwala
-------------------------------------
CUSIP NO. 136644101 Page 13 of 16
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of June 10, 2009, by and
among MatlinPatterson Capital Management L.P.,
MatlinPatterson Capital Management GP LLC, MatlinPatterson
Capital Management Holdings LLC, MatlinPatterson Distressed
Opportunities Master Account L.P., David J. Matlin, Mark R.
Patterson and Muniz Sukhadwala. 14
B. Power of Attorney for David J. Matlin dated June 10, 2009. 15
C. Power of Attorney for Mark R. Patterson dated June 10,
2009. 16
CUSIP NO. 136644101 Page 14 of 16
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule 13G with respect to the
Common Shares of Canadian Superior Energy Inc., dated as of June 3, 2009, is,
and any amendments thereto (including amendments on Schedule 13D) signed by each
of the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
Date: June 10, 2009 MATLINPATTERSON CAPITAL MANAGEMENT L.P.
By: MATLINPATTERSON CAPITAL MANAGEMENT
GP LLC, its general partner
By: /s/ Robert H. Weiss
---------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 MATLINPATTERSON CAPITAL MANAGEMENT GP LLC
By: /s/ Robert H. Weiss
-------------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 MATLINPATTERSON CAPITAL MANAGEMENT
HOLDINGS LLC
By: /s/ Robert H. Weiss
-------------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 MATLINPATTERSON DISTRESSED MASTER
ACCOUNT L.P.
By: /s/ Robert H. Weiss
-------------------------------------
Name: Robert H. Weiss
Title: General Counsel
Date: June 10, 2009 DAVID J. MATLIN
By: /s/ David J. Matlin
-------------------------------------
Date: June 10, 2009 MARK R. PATTERSON
By: /s/ Mark R. Patterson
-------------------------------------
Date: June 10, 2009 MUNIZ (MIKE) SUKHADWALA
By: /s/ Muniz (Mike) Sukhadwala
-------------------------------------
CUSIP NO. 136644101 Page 15 of 16
EXHIBIT B
POWER OF ATTORNEY FOR
CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, David J. Matlin, hereby make, constitute and appoint each of:
Robert Weiss, and
Lawrence Teitelbaum
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity, all documents, certificates, instruments, statement, other filings,
and amendments to the forgoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation Forms 3, 4,
5, 144, 13D, 13F and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person's execution, delivery, furnishing
and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof until revoked in
writing by the undersigned and does not revoke or replace any other power of
attorney that the undersigned has previously granted.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: June 10, 2009.
David J. Matlin
By: /s/ David J. Matlin
-----------------------------------
New York, New York
CUSIP NO. 136644101 Page 16 of 16
EXHIBIT C
POWER OF ATTORNEY FOR
CERTAIN FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Mark R. Patterson, hereby make, constitute and appoint each of:
Robert Weiss, and
Lawrence Teitelbaum
acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity, all documents, certificates, instruments, statement, other filings,
and amendments to the forgoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation Forms 3, 4,
5, 144, 13D, 13F and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person's execution, delivery, furnishing
and/or filing of the applicable document.
This power of attorney shall be valid from the date hereof until revoked in
writing by the undersigned and does not revoke or replace any other power of
attorney that the undersigned has previously granted.
IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: June 10, 2009.
Mark R. Patterson
By: /s/ Mark R. Patterson
-----------------------------------
New York, New York