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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 1, 2008
SunCom Wireless Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-15325 23-2974475
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of identification)
incorporation
1100 Cassatt Road
Berwyn, Pennsylvania 19312
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(Address of principal executive offices, including zip code)
(610) 651-5900
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(Registrant's telephone number, including area code)
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(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On February 1, 2008, SunCom Wireless, Inc., our wholly-owned subsidiary,
announced that it is commencing a consent solicitation to amend the indenture
governing its outstanding 8 1/2% senior notes due 2013. A copy of the press
release announcing the consent solicitation is attached as Exhibit 99.1 to this
report.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibit:
99.1 Press release dated February 1, 2008.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUNCOM WIRELESS HOLDINGS, INC.
Dated: February 1, 2008 By:/s/ Eric Haskell
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Eric Haskell
Executive Vice President and
Chief Financial Officer
Exhibit 99.1
[GRAPHIC OMITTED]
February 1, 2008
MEDIA CONTACT: Paige Layne
Manager of Corporate Communications
704-858-5119
media@suncom.com
ANALYST CONTACT: Steven M. Somers, CFA
Executive Director of Investor Relations
& Corporate Development
610-651-5900
ssomers@suncom.com
SunCom Wireless Commences Consent Solicitation to Amend Indenture Governing
Outstanding 8 1/2% Senior Notes due 2013
BERWYN, Pa - SunCom Wireless, Inc. ("SunCom"), a wholly-owned subsidiary of
SunCom Wireless Holdings, Inc. ("SunCom Holdings"), today announced that it is
commencing a consent solicitation to amend the indenture under which its 8 1/2%
Senior Notes due 2013 (the "Notes") were issued. The consent solicitation is
being conducted in connection with the proposed merger between SunCom Holdings
and a wholly-owned subsidiary of T-Mobile USA, Inc. (the "Merger"), pursuant to
which SunCom will survive as a wholly-owned subsidiary of T-Mobile USA. T-Mobile
USA is a wholly-owned subsidiary of Deutsche Telekom AG. The terms and
conditions of the consent solicitation are described in the Consent Solicitation
Statement, dated February 1, 2008 (the "Consent Solicitation Statement"), and
the related Consent Form, which will be distributed to holders of the Notes.
The proposed amendments to the indenture governing the Notes would eliminate
substantially all the existing requirements for SunCom to provide periodic
reports and financial statements. The proposed amendments would also limit
SunCom's compliance certificate obligations to the requirements set forth in the
Trust Indenture Act. Completion of the Merger is not conditioned on success of
the consent solicitation.
The consent solicitation will expire at 5:00 p.m., New York City time, on
February 14, 2008, unless extended or earlier terminated by SunCom (the
"Expiration Time"). Persons in whose name the Notes were registered as of the
close of business on January 31 (the "Record Date") or any other person who has
been validly authorized to vote Notes by such registered person (each, a
"Holder") are eligible to deliver their consent to the amendments (a "Consent").
A Holder may revoke such Consent at any time prior to the time SunCom has
received valid Consents from Holders of a majority in principal amount of the
Notes outstanding and notified the Trustee of such receipt.
Consummation of the consent solicitation is conditioned upon satisfaction or
waiver of the conditions set forth in the Consent Solicitation Statement,
including closing of the Merger and receipt of Consents from a majority in
principal amount of the Notes outstanding prior to the Expiration Time
(excluding for this purpose certain Holders described in the Consent
Solicitation Statement). Assuming the conditions to the consent solicitation are
met, SunCom will promptly pay, upon the consummation of the Merger, a consent
payment to each Holder who has delivered (and not validly revoked) a Consent
prior to the Expiration Time. The consent payment will be in the amount of $1.00
for each $1,000 principal amount of Notes with respect to which such Holder has
validly delivered a Consent.
The Notes will be redeemable beginning June 1, 2008 at a price of $1,042.50 per
$1,000 principal amount plus accrued and unpaid interest. T-Mobile USA has
advised SunCom that, subject to the consummation of the Merger, it intends to
issue a call notice exercising this redemption right on or promptly after the
later of April 2, 2008 (the earliest date allowed by the Indenture for issuing
such notices) and the closing of the Merger.
Approval of the proposed amendments would reduce SunCom's costs following the
Merger, including costs associated with preparation of SEC reports, quarterly
preparation of compliance certificates and other administrative matters.
Citi is acting as solicitation agent for the consent solicitation. For
additional information regarding the terms of the consent solicitation, please
contact Citi at 800-558-4745 (toll-free) or 212-723-6106 (collect). Requests for
documents may be directed to Global Bondholder Services, which is acting as the
information agent and tabulation agent for the consent solicitation, at
866-873-6300 (toll-free) or 212-430-3774 (collect).
This press release is for informational purposes only and is not a solicitation
of consent with respect to the Notes. The consent solicitation is being made
solely pursuant to the Consent Solicitation Statement and the related Consent
Form, which set forth the complete terms of the consent solicitation.
SunCom is a provider of digital wireless communications services in the
southeastern United States, Puerto Rico and the U.S. Virgin Islands.
www.suncom.com
Forward-Looking Statements
This press release includes "forward-looking statements" that reflect our
current views as to future results and events with respect to the expected
completion and timing of the Merger and other information relating to the
consent solicitation and the Merger. These statements can be identified by the
fact that they do not relate strictly to historical or current facts. You should
be aware that forward-looking statements involve known and unknown risks and
uncertainties. Although SunCom believes that the expectations reflected in these
forward-looking statements are reasonable, SunCom cannot assure you that the
actual developments or results we anticipate will be realized, or even if
realized, that they will have the expected effects on the consent solicitation,
the Merger and related transactions. These forward-looking statements speak only
as of the date of this release and SunCom undertakes no obligation to update or
revise any forward-looking statements made in this press release or elsewhere as
a result of new information, future events or otherwise, except as required by
law. In addition to other factors and matters contained in this document, we
believe the following factors could cause actual events and results to differ
materially from those discussed in the forward-looking statements:
o the occurrence of any event, change or other circumstance that could
give rise to the termination of the consent solicitation or the merger
agreement;
o the outcome of any legal proceedings that have been or may be
instituted against SunCom, SunCom Holdings and others relating to the
consent solicitation or the Merger;
o the inability to complete the Merger due to the failure to obtain
regulatory approvals or the failure to satisfy other conditions to
consummation of the Merger;
o the failure of the Merger to be completed for any other reason;
o the risk that the proposed transaction disrupts current plans and
operations and/or results in difficulties in employee retention;
o the amount of the costs, fees, expenses and charges related to the
Merger;
o the timing of the completion of the Merger or the impact of the Merger
on our capital resources, profitability, cash requirements, management
resources and liquidity;
o risks and uncertainties relating to our business (including our
ability to achieve strategic goals, objectives and targets over
applicable periods), industry performance, the regulatory environment,
general business and economic conditions; and
o other risks and uncertainties detailed in our filings with the
Securities and Exchange Commission, including our most recent filings
on Forms 10-Q and Form 10-K.
The foregoing list and the risks reflected in our filings with the SEC should
not be construed to be exhaustive. SunCom believes the forward-looking
statements in this press release are reasonable; however, there is no assurance
that the actions, events or results of the forward-looking statements will occur
or, if any of them do, what impact they will have on the consent solicitation or
the Merger. Many of the factors that will determine SunCom's future results or
the consummation of the consent solicitation or the Merger are beyond SunCom's
ability to control or predict. In light of the significant uncertainties
inherent in the forward-looking statements contained in this press release,
readers should not place undue reliance on forward-looking statements, which
reflect management's views only as of the date on which the statements were
made. SunCom cannot guarantee any future results, developments, performance or
achievements.