SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 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 13d-2(b)
Nextwave Wireless Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
65337Y102
(CUSIP Number)
December 31, 2008
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
(Page 1 of 8 Pages)
----------------
*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 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).
CUSIP No. 65337Y102 13G Page 2 of 8 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Solus Alternative Asset Management LP
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES N/A
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 7,195,207(1)
-------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING N/A
-------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,195,207(2)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,207(3)
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.92%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IA
--------------------------------------------------------------------------------
----------
(1) As of December 31, 2008, the Reporting Person had the power to vote or
direct the voting of, and the power to dispose or direct the disposition of, an
aggregate of 7,195,207 shares of Common Stock, of which 6,250,000 were held as
Common Stock and the remainder were held as notes which were convertible into
945,207 shares of Common Stock at the discretion of the Reporting Person.
(2) See Footnote 1.
(3) See Footnote 1.
CUSIP No. 65337Y102 13G Page 3 of 8 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Solus GP LLC
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES N/A
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 7,195,207(4)
-------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING N/A
-------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,195,207(5)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,207(6)
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.92%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
----------
(4) As of December 31, 2008, the Reporting Person had the power to vote or
direct the voting of, and the power to dispose or direct the disposition of, an
aggregate of 7,195,207 shares of Common Stock, of which 6,250,000 were held as
Common Stock and the remainder were held as notes which were convertible into
945,207 shares of Common Stock at the discretion of the Reporting Person.
(5) See Footnote 4.
(6) See Footnote 4.
CUSIP No. 65337Y102 13G Page 4 of 8 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher Pucillo
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES N/A
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 7,195,207(7)
-------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING N/A
-------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
7,195,207(8)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,195,207(9)
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES **
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.92%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
--------------------------------------------------------------------------------
----------
(7) As of December 31, 2008, the Reporting Person had the power to vote or
direct the voting of, and the power to dispose or direct the disposition of, an
aggregate of 7,195,207 shares of Common Stock, of which 6,250,000 were held as
Common Stock and the remainder were held as notes which were convertible into
945,207 shares of Common Stock at the discretion of the Reporting Person.
(8) See Footnote 7.
(9) See Footnote 7.
CUSIP No. 65337Y102 13G Page 5 of 8 Pages
Item 1(a). Name of Issuer: Nextwave Wireless Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12670 High Bluff Drive, San Diego, California 92130
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Solus Alternative Asset Management LP, a Delaware limited
partnership registered with the Securities and Exchange Commission (the "SEC"),
which serves as the investment manager (the "Investment Manager") to certain
investment funds (the "Funds"), with respect to the shares of Common Stock (as
defined in Item 2(d), below);
(ii) Solus GP, LLC, a Delaware limited liability company (the
"GP"), which serves as the general partner to the Investment Manager, with
respect to the shares of Common Stock; and
(iii) Mr. Christopher Pucillo ("Mr. Pucillo"), a United States
citizen, who serves as the managing member to the GP with respect to the shares
of Common Stock.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
430 Park Avenue, 9th Floor, New York, NY 10022
Item 2(c). Citizenship: Delaware
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 65337Y102
CUSIP No. 65337Y102 13G Page 6 of 8 Pages
Item 3. If this statement is filed pursuant to Rules 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 Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Act,
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act,
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) |X| Investment Adviser in accordance with Rule 13d-1
(b)(1)(ii)(E),
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) |_| Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(1)(ii)(G),
(h) |_| Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) |_| Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check the box. |_|
Item 4. Ownership.
(a) Amount beneficially owned: 7,195,207(10)
(b) Percent of class: 6.92%
(c) (i) Sole power to vote or direct the vote: N/A
(ii) Shared power to vote or direct the vote: 7,195,207(11)
(iii) Sole power to dispose or direct the disposition: N/A
(iv) Shared power to dispose or direct the disposition:
7,195,207(12)
----------
(10) As of December 31, 2008, the Reporting Persons had the power to vote or
direct the voting of, and the power to dispose or direct the disposition of, an
aggregate of 7,195,207 shares of Common Stock, of which 6,250,000 were held as
Common Stock and the remainder were held as notes which were convertible into
945,207 shares of Common Stock at the discretion of the Reporting Persons.
(11) See Footnote 10.
(12) See Footnote 10.
CUSIP No. 65337Y102 13G Page 7 of 8 Pages
Each Reporting Person hereby expressly disclaims beneficial ownership in the
securities reported in this Schedule 13G and membership in a "group" as that
term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
As of December 31, 2008, the Funds managed on a discretionary basis by the
Reporting Persons had the right to receive or the power to direct the receipt of
dividends or the proceeds from the sale of the Common Stock. One such account,
SOLA LTD, had the right to receive or the power to direct the receipt of
dividends or the proceeds from the sale of more than 5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
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. Certification.
Each Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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 that purpose or effect.
CUSIP No. 65337Y102 13G Page 8 of 8 Pages
SIGNATURES
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.
Date: February 17, 2009
By: /s/ Christopher Pucillo
-----------------------
Christopher Pucillo
individually and as managing member of
Solus GP LLC,
for itself and as the general partner of
Solus Alternative Asset Management LP