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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. 2)*
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
JANUARY 31, 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 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) [_]
(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
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 October 31, 2006 there were 63,448,546 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) [_]
(b) [X]
------------------------------------------------------------------------------
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
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
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 October 31, 2006
there were 63,448,546 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) [_]
(b) [X]
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
------------------------------------------------------------------------------
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%*
------------------------------------------------------------------------------
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 October 31, 2006
there were 63,448,546 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
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
------------------------------------------------------------------------------
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%*
------------------------------------------------------------------------------
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 October 31, 2006
there were 63,448,546 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.
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 (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"), 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 January 31, 2007, after a series of discussions, the Fund, the
Company and certain other parties listed on the signature pages thereto
entered into an Exchange Agreement (the "Exchange Agreement") pursuant to
which, among other things, the parties agreed to effect 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 Exchange
Agreement, the parties thereto intend to implement the Recapitalization
through an equity-for-debt exchange (the "Exchange") with an exchange ratio of
711.14 shares of Company Class A common stock, par value $0.01 per share (the
"Class A Stock"), for each $1,000 principal amount of Notes exchanged by the
participating Noteholders, including the Fund. Based on the Fund's present
ownership of the Notes, the Fund anticipates receiving approximately
10,311,522 additional shares of Class A Stock in the Exchange, which amount
reflects the conversion contemplated by the Merger (defined herein) described
herein.
To effect the Exchange, the Company will contribute 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
shall deliver 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 the Exchange Agreement. In addition, the Company will submit to
a vote of the holders of its Class A Stock for approval (i) the Exchange and
(ii) an 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
will be 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 share of Class A Stock, (y) effecting certain amendments to
the certificate of incorporation of the Company and (z) granting certain
additional rights to the holders of Class A Stock of the Company immediately
prior to the Merger, as more fully described in the Exchange Agreement.
Pursuant to the Exchange Agreement, the Fund has also agreed to
support and implement the Recapitalization and, to the extent of the Fund's
Shares, to vote to adopt the Merger Agreement and to vote to approve the
Exchange. Effective immediately upon consummation of the Exchange, the size of
the Board of Directors of the Company will be increased to ten and the Board
will be reconstituted with two of the 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. A copy of the Exchange
Agreement is attached hereto as Exhibit 4 and incorporated herein by
reference.
CUSIP NO. 86722Q108 PAGE 7 OF 10
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.
No material change.
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 January 31, 2007, after a series of discussions, the Fund, the
Company and certain other parties listed on the signature page thereto entered
into the Exchange Agreement pursuant to which, among other things, the parties
agreed to effect the Recapitalization, as more fully described under Item 4 of
this Schedule 13D Statement. A copy of the Exchange Agreement is attached
hereto as Exhibit 4 and incorporated herein by reference."
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 3: Joint Filing Agreement, dated January 31, 2007,
among the Reporting Persons.
Exhibit 4: Exchange Agreement, dated as of January 31, 2007,
among the Fund, the Company, Investco and certain
other holders of the Notes listed on the
signature page thereto.
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: January 31, 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).