SunCom Wireless Holdings Inc. fka TPC

[Tina]

SunCom Wireless Reaches Consensual Agreement With Largest Subordinated Bondholders to Significantly Reduce Debt

Wednesday January 31, 10:16 am ET
Holders of More Than 91% of Senior Subordinated Notes Agree To Exchange Their Notes For Approximately 87% of SunCom's Common Stock Exchange Would Reduce Debt by Approximately $679.3 Million Company To Implement 1-for-10 Reverse Stock Split Prior To Exchange Company Hires Goldman, Sachs & Co. To Advise it in Pursuing Strategic Alternatives, Including a Potential Sale Transaction


BERWYN, Pa., Jan. 31 /PRNewswire-FirstCall/ -- In a move intended to reduce its debt by approximately $679.3 million and annual interest payments by approximately $62 million, SunCom Wireless Holdings, Inc. (OTC Bulletin Board: SWSH.OB - News) today announced that the company and its subsidiaries have reached a consensual agreement with bondholders who hold or beneficially own more than 91% of the outstanding 9-3/8% Senior Subordinated Notes due 2011 and 8-3/4% Senior Subordinated Notes due 2011 (the "Notes") of its indirect, wholly owned subsidiary, SunCom Wireless, Inc., to exchange their Notes for approximately 87% of SunCom Wireless Holdings' common stock. The exchange will provide the company greater financial flexibility. Completion of the exchange, which was unanimously approved by the SunCom Wireless Holdings Board of Directors, is expected in the second quarter of 2007, subject to approval by SunCom Wireless Holdings shareholders, regulatory approval and other customary closing conditions.
SunCom Wireless Holdings also announced today that its Board of Directors will pursue strategic alternatives, including the potential sale of substantially all of its business, and has engaged Goldman, Sachs & Co. as its strategic advisor, for the purpose of maximizing the company's value to its stockholders.

Michael E. Kalogris, chairman and chief executive officer of SunCom Wireless Holdings, said, "While SunCom Wireless occupies a strong, growing and highly competitive position in the Southeastern portion of the United States, Puerto Rico and the U.S. Virgin Islands, the company's debt load poses a challenge. We are, therefore, pleased that our bondholders have worked with us to reach this agreement. The proposed debt-for-equity exchange will provide SunCom stability and financial flexibility to pursue its business strategy. Our Board considered many options and this agreement represents, in our opinion and that of our independent advisors, the best solution for our shareholders while enabling SunCom the opportunity to continue to provide our customers the very best wireless service possible.

"The debt reduction will strengthen the company for the benefit of our one million loyal customers and our thousands of dedicated employees. Additionally, the Board's decision to pursue strategic alternatives, including a potential sale transaction, has the potential to maximize the value of the company for shareholders," added Kalogris.

Under the terms of the Exchange Agreement, SunCom Wireless Holdings will contribute newly issued shares representing approximately 87% of its Class A Common Stock (after giving effect to the conversion of outstanding Class B Common Stock) to SunCom Wireless Investment Company LLC, a wholly owned subsidiary of SunCom Wireless Holdings, which will then exchange such shares in a private placement for the Notes held or beneficially owned by the participating bondholders. Following completion of the transaction, current SunCom Wireless stockholders will hold approximately 13% of the Class A Common Stock.

Prior to the exchange, the company will effect a merger transaction with one of its wholly owned subsidiaries whereby each outstanding share of its Class A Common Stock will be converted into 0.1 share of Class A Common Stock for the purpose, among others, of implementing a 1-for-10 reverse stock split.

Following completion of the exchange, a new ten-member SunCom Wireless Holdings Board of Directors will be constituted. Kalogris will continue as Chairman of the Board, as well as Chief Executive Officer, and Scott Anderson, Chairman of the Audit Committee, will remain in that position on the Board. The other eight directors will initially be designated by various participating bondholders.

Additionally, the SunCom Wireless senior management team will remain in place.

About SunCom Wireless

SunCom Wireless Holdings, Inc. is a leader in offering digital wireless communications services to consumers in the Southeastern United States, Puerto Rico and the U.S. Virgin Islands. With more than 1 million subscribers, SunCom Wireless is committed to being a different kind of wireless company focused on treating customers with respect, offering simple, straightforward plans and providing access to the largest GSM network and the latest technology choices. SunCom Wireless is a proud provider of Wireless AMBER Alerts. For more information about SunCom Wireless products and services, visit http://www.suncom.com or call 877-CALL-SUN (1-877-225-5786).