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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)*
SUNCOM WIRELESS HOLDINGS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
86722Q108
(CUSIP Number)
MR. JOSEPH R. THORNTON
PARDUS CAPITAL MANAGEMENT L.P.
1001 AVENUE OF THE AMERICAS
SUITE 1100
NEW YORK, NY 10018
(212) 719-7550
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to
CARL L. REISNER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
MAY 15, 2007
(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 which is the subject to this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 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 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 purposes 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.)
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CUSIP NO. 86722Q108 PAGE 2 OF 11
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus European Special Opportunities Master Fund L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
11,435,433*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,435,433*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,435,433*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.31%*
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14 TYPE OF REPORTING PERSON
PN
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* Pardus European Special Opportunities Master Fund L.P., a limited partnership
formed under the laws of the Cayman Islands (the "Fund"), is the beneficial
owner of 11,435,433 shares of Class A Common Stock, par value $0.01 per share
(the "Shares"), of SunCom Wireless Holdings, Inc., a Delaware corporation (the
"Company"). Pardus Capital Management L.P., a Delaware limited partnership
("PCM"), serves as the investment manager of the Fund and possesses sole power
to vote and direct the disposition of all Shares held by the Fund. Pardus
Capital Management LLC, a Delaware limited liability company ("PCM LLC"), as
the general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC,
may be deemed to be the beneficial owners of all Shares held by the Fund;
however, PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held
by the Fund. Based on information provided by the Company, as of May 15, 2007
there were approximately 59,221,898 shares of the Company's Class A Common
Stock issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3,
the Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim
Samii may be deemed to beneficially own, 11,435,433 Shares, or approximately
19.31% of the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 3 OF 11
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus Capital Management L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
11,435,433*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,435,433*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,435,433*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.31%*
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14 TYPE OF REPORTING PERSON
IA
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* The Fund is the beneficial owner of 11,435,433 Shares of the Company. PCM
serves as the investment manager of the Fund and possesses sole power to vote
and direct the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC, and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of May 15, 2007 there
were approximately 59,221,898 shares of the Company's Class A Common Stock
issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the
Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii
may be deemed to beneficially own, 11,435,433 Shares, or approximately 19.31%
of the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 4 OF 11
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Pardus Capital Management LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
11,435,433*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,435,433*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,435,433*
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.31%*
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14 TYPE OF REPORTING PERSON
OO
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--------------
* The Fund is the beneficial owner of 11,435,433 Shares of the Company. PCM
serves as the investment manager of the Fund and possesses sole power to vote
and direct the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC, and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of May 15, 2007 there
were approximately 59,221,898 shares of the Company's Class A Common Stock
issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the
Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii
may be deemed to beneficially own, 11,435,433 Shares, or approximately 19.31%
of the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 5 OF 11
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Mr. Karim Samii
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_] Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
11,435,433*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,435,433*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,435,433*
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_] Not Applicable
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.31%*
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14 TYPE OF REPORTING PERSON
IN
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--------------
* The Fund is the beneficial owner of 11,435,433 Shares of the Company. PCM
serves as the investment manager of the Fund and possesses sole power to vote
and direct the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC, and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund. Based on information provided by the Company, as of May 15, 2007 there
were approximately 59,221,898 shares of the Company's Class A Common Stock
issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the
Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii
may be deemed to beneficially own, 11,435,433 Shares, or approximately 19.31%
of the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 6 OF 11
Item 1. SECURITY AND ISSUER.
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby amends the Schedule 13D Statement, as amended by Amendment No. 1 on
November 13, 2006 and Amendment No. 2 on January 31, 2007 (as amended, this
"Schedule 13D"), originally filed by Fund, PCM, PCM LLC and Mr. Karim Samii
relating to the shares of Class A Common Stock, par value of $0.01 per share
(the "Shares" or "Class A Stock"), of SunCom Wireless Holdings, Inc. (the
"Company"). The principal executive offices of the Company are located at 1100
Cassatt Road, Berwyn, Pennsylvania, 19312.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
This Item 4 is hereby amended by adding the following:
"On May 15, 2007, the Company consummated a recapitalization
concerning or impacting, INTER ALIA, certain 9-3/8% Senior Subordinated Notes
due 2011 (the "9-3/8% Notes") and 8-3/4% Senior Subordinated Notes due 2011
(the "8-3/4% Notes" and, together with the 9-3/8% Notes, the "Notes") of SunCom
Wireless, Inc. (f/k/a Triton PCS, Inc.) ("Wireless"), an indirect subsidiary of
the Company (the "Recapitalization"). Pursuant to the Recapitalization, the
Company consummated an equity-for-debt exchange (the "Exchange") with a final
exchange ratio of 71.114 shares of Company Class A Stock (after giving effect
to the Merger (as defined herein)) for each $1,000 principal amount of Notes
exchanged by the participating noteholders, including the Fund. Based on the
Fund's ownership of the Notes, the Fund received approximately 10,880,433
additional shares of Class A Stock in the Exchange, which amount reflects the
conversion contemplated by the Merger described herein.
To effect the Exchange, the Company contributed shares of its Class A
Stock to SunCom Wireless Investment Co., LLC ("Investco"), a direct subsidiary
of the Company and the direct parent of Wireless, and Investco delivered such
Class A Stock to the Fund and other consenting noteholders in exchange for
their Notes in accordance with the exchange ratio and the provisions of that
certain Exchange Agreement, dated as of January 31, 2007, entered into by the
Company, the Fund and certain other parties listed on the signature pages
thereto, a copy of which is attached as Exhibit 4 to Amendment No. 2, dated
January 31, 2007, of this Schedule 13D Statement. In addition, the Company
consummated a merger pursuant to the terms and conditions of that certain
Agreement and Plan of Merger (the "Merger Agreement"), between the Company and
SunCom Merger Corp., a wholly-owned subsidiary of the Company ("Merger Sub"),
entered into concurrently with the execution of the Exchange Agreement pursuant
to which, immediately prior to the Exchange, Merger Sub merged with and into
the Company (the "Merger") for the purpose of (x) effecting the conversion of
each outstanding share of Class A Stock of the Company into 0.1 shares of Class
A Stock, (y) effecting certain amendments to the certificate of incorporation
of the Company and (z) granting pro rata certain additional contingent rights
to the holders of Class A Stock of the Company immediately prior to the Merger
to receive additional shares of Class A Stock, totaling up to a maximum of 3%
of the fully diluted Class A Stock (after giving effect to the Exchange,
assuming full participation by all holders of the Notes) in the aggregate for
all such holders immediately prior to the Merger, in the event the Company
fails to undertake certain actions related to a potential sale of the Company
following the Exchange and the Merger. The terms of such contingent rights
provide that, in the event following the consummation of the Merger (x) the
board of directors of the Company determines that any sale transaction process
should be terminated (other than by a vote of at least 90% of the board of
directors of the Company determined at a board meeting duly called and held)
and (y)(1) the board of directors of the Company shall not have hired an
investment bank of nationally recognized standing (the "New Investment Bank")
for the purpose of soliciting a sale transaction or transaction(s) (whether by
CUSIP NO. 86722Q108 PAGE 7 OF 11
way of merger(s), consolidation(s), stock purchase(s) or otherwise) of
substantially all of the business of the Company (and, following the Merger,
the business of the surviving corporation and its subsidiaries) as presently
conducted (a "Sale Transaction") or (2) such New Investment Bank, if hired, or
the Company shall not have distributed customary sales brochures, information
memoranda and other marketing materials (the "Sales Materials") to potential
strategic and financial purchasers of the surviving corporation, then each
holder of Class A Stock outstanding immediately prior to the effective time of
the Merger shall be entitled to receive an additional 0.029412 shares of Class
A Stock for each share of Class A Stock held by such holder immediately prior
to the effective time of the Merger. In the event that (x) the contingent
Merger consideration described in the preceding sentence is not payable due to
the hiring of the New Investment Bank and the distribution of the Sales
Materials and (y) within 90 days following the distribution of the Sales
Materials by the New Investment Bank, the board of directors of the Company
terminates the Sale Transaction process (other than by a vote of at least 90%
of the board of directors of the Company determined at a board meeting duly
called and held), then each holder of Class A Stock outstanding immediately
prior to the effective time of the Merger shall be entitled to receive an
additional 0.014451 shares of Class A Stock for each share of Class A Stock
held by such holder immediately prior to the effective time of the Merger. Such
contingent Merger consideration right entitles the Fund, as the holder of Class
A Stock immediately prior to the effective time of the Merger, to receive
either approximately 163,237 or 80,203 additional shares of Class A Stock
depending upon which of the conditions in the preceding two sentences are
satisfied.
Effective immediately upon consummation of the Exchange, the size of
the Board of Directors of the Company was increased to ten and the Board was
reconstituted with two of the pre-existing members continuing to serve on the
Board, three of the ten members being appointed by the Fund and the remaining
five of the ten members being appointed by certain other holders of the Notes
who are parties to the Exchange Agreement. The three members of the
reconstituted Board appointed by the Fund are Karim Samii, Joseph R. Thornton
and Edward Evans.
As a condition to the Fund's participation in the Exchange, the Fund
and other holders of the Notes have executed "exit consents" that became
effective upon the consummation of the Exchange and that remove substantially
all of the restrictive covenants from the Notes remaining after the Exchange.
Certain restrictive covenants that may not be amended without the consent of
each holder of the Notes affected, such as those relating to the payment of
principal and accrued interest on the Notes, have not been modified by these
exit consents.
In addition, on May 15, 2007 the Fund, the Company and the purchasers
listed on the signature page thereto entered into a Registration Rights
Agreement pursuant to which, among other things, the Company granted certain
registration rights to the Fund and such purchasers in connection with the
shares of Class A Stock issued to the Fund and such purchasers in the Exchange.
Specifically, the Company has agreed to put in place a "shelf" registration
statement covering such Class A Stock and to keep such shelf registration
statement in effect until the earlier of three years following the Exchange or
the date upon which all securities received by the participating holders of the
Notes in the Exchange may be resold without restriction under Rule 144(K)
promulgated under the Securities Act of 1933, as amended. Additionally, the
holders of at least 15% of the Class A Stock received by the holders of the
Notes in the Exchange may require the Company to amend the shelf registration
statement or to file a prospectus supplement and certain other actions
necessary to permit an underwritten offering of the Class A Stock held by such
holders. A copy of the Registration Rights Agreement is attached hereto as
Exhibit 6 and incorporated herein by reference.
Except as otherwise described in this Item 4 of this Schedule 13D, as
amended, the acquisition of the Shares by the Fund is for investment purposes
on behalf of the Fund."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b).
The beneficial ownership and ownership percentages set forth herein
are as of May 15, 2007. All ownership percentages set forth herein assume that
there are approximately 59,221,898 Shares outstanding, based on the approximate
total number of shares provided by the Company on May 15, 2007 to be issued and
outstanding as of May 15, 2007.
CUSIP NO. 86722Q108 PAGE 8 OF 11
The responses to Items 7, 8, 9, 10, 11 and 13 of the inside cover
pages of this Schedule 13D are hereby incorporated by reference in response to
this Item 5.
The Fund is the beneficial owner of 11,435,433 Shares of the Company.
PCM serves as the investment manager of the Fund and possesses sole power to
vote and direct the disposition of all Shares held by the Fund. PCM LLC, as the
general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC, may
be deemed to be the beneficial owners of all Shares held by the Fund; however,
PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the
Fund.
(c) Since the filing of Amendment 2 to this Schedule 13D Statement on
January 31, 2007, the Fund has acquired Shares of the Company as follows:
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CAPITAL STOCK TRADE DATE BUY/SELL AMOUNT PRICE
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Common Stock 5/15/07 Exchange Offer 10,880,433* N/A
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*Shares received by the Fund in the Exchange, as more fully described
under Item 4 of this Schedule 13D Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
This Item 6 is hereby amended by adding the following:
"On May 15, 2007, the Fund, the Company and the purchasers listed on
the signature page thereto entered into a Registration Rights Agreement
pursuant to which, among other things, the Company granted certain registration
rights to the Fund and such purchasers in connection with the shares of Class A
Stock issued to the Fund and such purchasers in the Exchange, as more fully
described under Item 4 of this Schedule 13D Statement. A copy of the
Registration Rights Agreement is attached hereto as Exhibit 6 and incorporated
herein by reference."
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 5: Joint Filing Agreement, dated May 17, 2007, among the
Reporting Persons.
Exhibit 6: Registration Rights Agreement, dated as of May 15,
2007, among the Fund, the Company, and the purchasers
listed on the signature page thereto.
CUSIP NO. 86722Q108 PAGE 9 OF 11
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 17, 2007
PARDUS EUROPEAN SPECIAL OPPORTUNITIES
MASTER FUND L.P.
By: Pardus Capital Management L.P.,
its Investment Manager
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT L.P.
By: Pardus Capital Management LLC,
its general partner
By: /s/ Karim Samii
-------------------------------
Name: Karim Samii
Title: Sole Member
PARDUS CAPITAL MANAGEMENT LLC
By: /s/ Karim Samii
-------------------------------
Name: Karim Samii
Title: Sole Member
/s/ Karim Samii
------------------------------------
Karim Samii
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).