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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
JEFFREY D. MARELL, ESQ.
CARL L. REISNER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
MAY 11, 2006
(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 10
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) [_] Not
(b) [X] Applicable
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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
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
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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)
8.8%*
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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 5,550,000 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 April 28, 2006 there were 62,637,691 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, 5,550,000 Shares, or
approximately 8.8% of the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 3 OF 10
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) [_] Not
(b) [X] Applicable
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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
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
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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)
8.8%*
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14 TYPE OF REPORTING PERSON
IA
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* The Fund is the beneficial owner of 5,550,000 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 April 28, 2006 there
were 62,637,691 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, 5,550,000 Shares, or approximately 8.8% of the
issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 4 OF 10
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) [_] Not
(b) [X] Applicable
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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
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
------------------------------------------------------------------------------
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)
8.8%*
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14 TYPE OF REPORTING PERSON
OO
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* The Fund is the beneficial owner of 5,550,000 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 April
28, 2006 there were 62,637,691 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, 5,550,000 Shares, or approximately 8.8% of
the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 5 OF 10
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) [_] Not
(b) [X] Applicable
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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
5,550,000*
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,550,000*
PERSON ---------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,550,000*
------------------------------------------------------------------------------
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)
8.8%*
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14 TYPE OF REPORTING PERSON
IN
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* The Fund is the beneficial owner of 5,550,000 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 April
28, 2006 there were 62,637,691 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, 5,550,000 Shares, or approximately 8.8% of
the issued and outstanding Shares.
CUSIP NO. 86722Q108 PAGE 6 OF 10
Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Class A Common Stock, par
value of $0.01 per share (the "Shares"), 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.
The Reporting Persons filing this statement include the Fund, PCM,
PCM LLC and Mr. Karim Samii. The business address of each Reporting Person is
1001 Avenue of the Americas, Suite 1100, New York, New York 10018. PCM serves
as the investment manager of the Fund and the holder of the Shares set forth
in this Schedule 13D. PCM, through one or more funds and/or accounts managed
by it and/or its affiliates, is engaged in the investment in property of all
kinds, including but not limited to capital stock, depository receipts,
investment companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities and instruments of various kind and
nature. PCM LLC, as the general partner of PCM, and Mr. Karim Samii, as the
sole member of PCM LLC, may each be deemed to be the beneficial owners of all
Shares held by the Fund; however, PCM LLC and Mr. Samii each disclaim
beneficial ownership of all Shares held by the Fund.
Neither the Fund, PCM, PCM LLC nor Mr. Samii has ever been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
it or he was or is now subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Mr. Samii is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Between April 20, 2005 and May 3, 2006, the Fund purchased a total of
5,550,000 Shares for a total consideration of $8,848,805.50 (excluding
brokerage commissions and other fees), in a series of open market
transactions. All of the funds used to purchase the Shares described in this
Schedule 13D came from the working capital of the Fund.
Item 4. PURPOSE OF TRANSACTION.
The Fund originally acquired senior subordinated notes and Shares for
investment because the Reporting Persons believed that such securities, when
purchased, were substantially undervalued and represented an attractive
investment opportunity. The Reporting Persons have communicated with
management of the Company, the board of directors of the Company (the "Board
of Directors") and other stakeholders in the Company, and expect to continue
to do so, regarding, among other things, their desire that the Company pursue
appropriate measures to enhance the Company's value. The Reporting Persons
intend to closely evaluate the performance of the Company and the value of the
Fund's investment in the Company, including but not limited to the continued
analysis and assessment by the Reporting Persons of the Company's business,
assets, operations, financial condition, capital structure, management and
prospects.
In a recent effort to more closely assess the Company's capital
structure and financial condition, PCM joined an unaffiliated committee of
certain holders of the Company's debt securities (the "Committee") for the
purpose of entering into discussions with the Company relating to a potential
financing restructuring of the Company. As part of these discussions, on April
17, 2006, PCM entered into a confidentiality agreement (the "Confidentiality
Agreement") with the Company which allowed PCM and its representatives to
receive non-public, confidential, and proprietary information about the
potential restructuring. The Confidentiality Agreement was terminated on May
2, 2006 and PCM was discharged of all obligations thereunder. No agreement was
reached between the Company and the Committee with respect to a potential
restructuring.
CUSIP NO. 86722Q108 PAGE 7 OF 10
On May 11, 2006, the Fund sent a letter to the Board of Directors
expressing its disappointment with the outcome of the proposed restructuring
negotiations and the Fund's concern that recent actions taken by the Company's
management do not adequately address the financial issues the Company is
currently facing.
If the Reporting Persons remain unsatisfied with the performance of
the Company and the value of their investment, they may, among other things:
(i) communicate with other stockholders of the Company, or other persons,
regarding the composition of the Board of Directors and management, (ii) seek
to cause the Company to merge with or into, consolidate with, transfer all or
substantially all of its assets to, or otherwise engage in any business
combination or transaction (including the sale of certain assets) with, one or
more other parties, and communicate with such other parties, (iii) perform a
strategic review of the Company's operations with a view to optimizing such
operations, transferring individual assets and/or reducing the Company's
currently outstanding debt, (iv) propose to management, the Board of
Directors, or other persons, various alternatives for raising cash or reducing
the Company's level of indebtedness, (v) solicit proxies from other
stockholders to be used to seek the election of one or more nominees of the
Reporting Persons and/or (vi) take other actions which the Reporting Persons
believe to be appropriate.
Except as set forth herein or as would occur upon completion of any
of the actions discussed herein, the Reporting Persons have no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend
to review the Fund's investment in the Company on a continuing basis. The
Reporting Persons have in the past and may continue in the future to engage in
discussions with management, the Board of Directors, other stockholders of the
Company and other relevant parties concerning the business, operations, board
composition, management, strategy and future plans of the Company. Depending
on various factors including, without limitation, the Company's financial
position and strategic direction, the outcome of the discussions and actions
referenced above, actions taken by the Board of Directors, price levels of the
Shares, other investment opportunities available to the Reporting Persons,
conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to the Fund's investment in the Company as they deem appropriate
including, without limitation, purchasing additional Shares or selling some or
all of the Shares held by the Fund, engaging in short selling of or any
hedging or similar transactions with respect to the Shares and/or otherwise
changing its intention with respect to any and all matters referred to in Item
4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b).
The beneficial ownership and ownership percentages set forth herein
are as of May 11, 2006. All ownership percentages set forth herein assume that
there are 62,637,691 Shares outstanding, based on the total number of shares
of Class A Common Stock reported in the Quarterly Report on Form 10-Q of the
Company filed with the Securities and Exchange Commission on May 9, 2006 to be
issued and outstanding as of April 28, 2006.
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 5,550,000 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) The following transactions in the Shares were effected by
the Reporting Persons during the past 60 days, each of which was effected in
open market transactions.
CUSIP NO. 86722Q108 PAGE 8 OF 10
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CAPITAL STOCK TRADE DATE BUY/SELL AMOUNT PRICE (EXCLUDING
------------- ---------- -------- ------ -----
BROKERAGE
COMMISSIONS)
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Class A Common Stock 5/3/06 Buy 4,150,000 $1.27
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(d) No person other than the Reporting Persons is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such Shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement, dated May 11, 2006, among the
Reporting Persons.
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 11, 2006
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).