-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TP4igy0FkgW8QtoyBwFul+O1BO7FLW8EY0+YocNZFBHC78i0zAYCGEych851a/cg 2fw2B2GKx/z5KrbPxlwNeQ== 0001019056-09-000649.txt : 20090611 0001019056-09-000649.hdr.sgml : 20090611 20090611162119 ACCESSION NUMBER: 0001019056-09-000649 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090611 DATE AS OF CHANGE: 20090611 GROUP MEMBERS: DAVID J. MATLIN GROUP MEMBERS: MARK R. PATTERSON GROUP MEMBERS: MATLINPATTERSON CAPITAL MANAGEMENT GP LLC GROUP MEMBERS: MATLINPATTERSON CAPITAL MANAGEMENT HOLDINGS LLC GROUP MEMBERS: MATLINPATTERSON CAPITAL MANAGEMENT L.P. GROUP MEMBERS: MATLINPATTERSON DISTRESSED OPPORTUNITIES MASTER ACCOUNT L.P. GROUP MEMBERS: MUNIZ SUKHADWALA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANADIAN SUPERIOR ENERGY INC CENTRAL INDEX KEY: 0001177470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79628 FILM NUMBER: 09887221 BUSINESS ADDRESS: STREET 1: 2700, 605-5TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P3H5 BUSINESS PHONE: 403-294-1411 MAIL ADDRESS: STREET 1: 2700, 605-5TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P3H5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MatlinPatterson Capital Management L.P. CENTRAL INDEX KEY: 0001416268 IRS NUMBER: 205854996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 651-9500 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 canadian_13g.txt SCHEDULE 13G 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 -----END PRIVACY-ENHANCED MESSAGE-----