-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJipi+bdLHxaOIWvgsd3TW58v0OWF4smC6LcEkuPlgzugZPPzGMy5WjtFr2S9b/D IQgCvHh8WkgaejStocogJw== 0001140223-06-000054.txt : 20060427 0001140223-06-000054.hdr.sgml : 20060427 20060427152023 ACCESSION NUMBER: 0001140223-06-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEEPHAVEN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001140223 IRS NUMBER: 411908497 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 130 CHESHIRE LANE SUITE 102 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 9522495500 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UBIQUITEL INC CENTRAL INDEX KEY: 0001108487 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 233017909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60597 FILM NUMBER: 06784913 BUSINESS ADDRESS: STREET 1: 1 BALA PLAZA SUITE 402 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106609510 MAIL ADDRESS: STREET 1: 1 BALA PLAZA SUITE 402 CITY: BALA CYNWUD STATE: PA ZIP: 19004 SC 13G 1 form13gubiquitel.txt UBIQUITEL INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.____________)(1) UbiquiTel Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 903474302 - -------------------------------------------------------------------------------- (CUSIP Number) April 20, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- (1) 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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). CUSIP No. 903474302 13G Page __ of___ Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deephaven Capital Management LLC 41-1908497 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [No] (b) [X] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 9,400,000 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 0 _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 9,400,000 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,400,000 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.98% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IA Deephaven Capital Management LLC ("Deephaven") is the investment manager to one or more private funds and/or separately managed accounts, including Deephaven Event Trading Ltd. (collectively, the "Funds"). As investment manager to the Funds, Deephaven has full voting and dispositive power with respect to the 9,400,000 shares of the common stock of the Issuer ("Common Stock") held by the Funds. Deephaven disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares. ________________________________________________________________________________ CUSIP No. 903474302 13G Page __ of___ Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deephaven Event Trading Ltd. 98-0418472 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [No] (b) [X] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 0 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 6,240,182 _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 6,240,182 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,240,182 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* OO The principal business of Deephaven Event Trading Ltd. is to serve as an investment fund under the direction of its investment manager, Deephaven Capital Management LLC. ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 903474302 13G Page __ of __ Pages Item 1(a). Name of Issuer: UbiquiTel Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: One West Elm Street, Suite 400, Conshohocken, PA 19428 ____________________________________________________________________ Item 2(a). Name of Person Filing: Deephaven Capital Management LLC, and Deephaven Event Trading Ltd. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: The principal business office of Deephaven Capital Management LLC is: 130 Cheshire Lane, Suite 102, Minnetonka, MN 55305 The principal business office of Deephaven Event Trading Ltd. is: c/o M&C Corporate Services Limited, Ugland House, S. Church Street, George Town, Grand Cayman, Cayman Islands ____________________________________________________________________ Item 2(c). Citizenship: Deephaven Capital Management LLC is a Delaware limited liability company Deephaven Event Trading Ltd. is a Cayman Islands exempted company ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common ____________________________________________________________________ Item 2(e). CUSIP Number: 903474302 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). CUSIP No. 292866100 13G Page __ of __ Pages Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 9,400,000 ______________________________________________________________________ (b) Percent of class: 9.98% This percentage was determined by dividing 9,400,000 by 94,218,994 shares of Common Stock outstanding as of March 1, 2006, based upon the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934, on March 15, 2006. ______________________________________________________________________ (c) Number of shares as to which such person has: 9,400,000 (i) Sole power to vote or to direct the vote_______________________, 0 (ii) Shared power to vote or to direct the vote_____________________, 9,400,000 (iii) Sole power to dispose or to direct the disposition of__________, 0 (iv) Shared power to dispose or to direct the disposition of________ Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. N/A ______________________________________________________________________ Item 10. Certifications. "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect." SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 27, 2006 ---------------------------------------- (Date) /s/Bentley Anderson ---------------------------------------- (Signature) Chief Legal Officer ---------------------------------------- (Name/Title) Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit 1: April 26, 2006, Deephaven Letter to UbiquiTel Inc. Directors EX-99 2 ubiquitelboardletter.txt LETTER TO THE BOARD OF DIRECTORS April 26, 2006 Mr. Donald A. Harris Mr. Bruce E. Toll Mr. Peter Lucas Mr. Eric S. Weinstein Mr. Joseph N. Walter Mr. Robert A. Berlacher Ms. Eve M. Trkla Mr. James E. Blake Mr. Matthew J. Boos The Board of Directors of UbiquiTel c/o UbiquiTel Inc. One West Elm Street, Suite 400 Conshohocken, PA 19428 Dear Members of the Board of Directors, Deephaven Capital Management has been a substantial investor in UbiquiTel for approximately the past year. Our current holdings are 9.9% of the common stock of UbiquiTel. We are writing to you today to communicate our disagreement with the Board's decision to sell UbiquiTel to Sprint Nextel ("Sprint") for the low premium price of $10.35 per share. The rationale for our disagreement is threefold. First, we believe that the premium offered by Sprint over UbiquiTel's standalone trading price is inadequat e. UbiquiTel stock closed at $10.19 per share on the day before the merger was announced and its 30 day average prior to the date of the merger was $10.12. Sprint's offer thus provides only a 1.5% premium to closing price the day prior to the announcement of the merger and a 2.27% premium to the 30 day average price. Second, the financial multiples offered to UbiquiTel compared with several recent transactions in the wireless space are very low, even compared with transactions concluded by Sprint itself. Sprint's acquisition of Alamosa PCS was announced at a 9.6 times multiple of forward operating income plus depreciation, amortization and special items ("OIBDA"). Sprint's acquisition of Nextel Partners was announced at a 12.7 times multiple of forward OIBDA. Sprint's offer for UbiquiTel only provides for an 8.1 multiple of forward OIBDA despite the fact that UbiquiTel's operating metrics are strikingly similar to those of Alamosa.1 Third, we believe that the pending litigation between UbiquiTel and Sprint could potentially serve as a catalyst for significant upside in the value of the UbiquiTel franchise. We have attended the court arguments and reviewed comments by Vice Chancellor Parsons and are optimistic that UbiquiTel will prevail. From the trial and UbiquiTel's own 10-K filing, it is apparent that Sprint is developing a dual-mode phone that will carry voice and data traffic on the CDMA network and push-to-talk traffic on the iDEN network. The Sprint customers who use this phone in UbiquiTel's territory should generate additional revenue for UbiquiTel. Further, Sprint's own plan to migrate all Nextel customers to 1900 MHz EVDO Rev A in 2008 will result in Sprint moving all its Nextel iDEN customers to UbiquiTel's CDMA network, increasing UbiquiTel's revenues and OIBDA.2 As a final point, Deephaven questions UbiquiTel's decision to file its April 20th 8-K which appears to be nothing other than the company's attempted justification for accepting an inadequate price. It is my sincere hope that UbiquiTel does not intend to start a campaign to talk down its own prospects in an effort to convince shareholders to vote through a transaction at what we believe to be an inadequate price. For all these reasons, it is Deephaven's current intention to vote against any merger with Sprint at the level of $10.35 per share. Further, please be advised that Deephaven currently intends to vote against any current Board nominees at the next general election of the Board of Directors of UbiquiTel. If the Board is so convinced that UbiquiTel is only worth $10.35 per share, and the shareholders end up disagreeing with the Board, we believe it is important that there is adequate shareholder representation on the Board going forward. Regards, \s\ Mathew C. Halbower Matthew C. Halbower 1 For UbiquiTel in 2006, Deephaven estimated 24% OIBDA growth, a 31% OIBDA margin, and an 11.5% free cash flow (FCF) margin. For Alamosa PCS, Deephaven estimated 25% OIBDA growth and a 28% OIBDA margin, and a 13.5% FCF margin. We believe that our estimates are in line with most Wall Street equity and debt analysts. 2 See Page 4 of UbiquiTel's 2005 10-K filed on March 15, 2006. -----END PRIVACY-ENHANCED MESSAGE-----