sc13d

0000950134-08-000878.txt : 20080122 0000950134-08-000878.hdr.sgml : 20080121 20080122162752 ACCESSION NUMBER: 0000950134-08-000878 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 GROUP MEMBERS: HAYMAN INVESTMENTS LLC GROUP MEMBERS: J KYLE BASS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESSJET HOLDINGS INC CENTRAL INDEX KEY: 0001144331 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 760517977 STATE OF INCORPORATION: DE FISCAL YEAR END: 0523 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78693 FILM NUMBER: 08542166 BUSINESS ADDRESS: STREET 1: 700 NORTH SAM HOUSTON PARKWAY WEST STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 832-353-1000 MAIL ADDRESS: STREET 1: 700 NORTH SAM HOUSTON PARKWAY WEST STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hayman Advisors LP CENTRAL INDEX KEY: 0001420192 IRS NUMBER: 203920691 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2626 COLE AVENUE STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 214-347-8050 MAIL ADDRESS: STREET 1: 2626 COLE AVENUE STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75204 SC 13D 1 d53250sc13d.htm SCHEDULE 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. —)*

ExpressJet Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

30218U108

(CUSIP Number)

Chris Kirkpatrick, Esq.
Hayman Advisors, L.P.
2626 Cole Avenue, Suite 200
Dallas, Texas 75204
(214) 347-8050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 11, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 purpose 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.		30218U108

Names of Reporting Persons.

Hayman Advisors, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) þ

SEC Use Only

Source of Funds (See Instructions)

OO*

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Delaware

Sole Voting Power

Number of

3,420,206

Shared Voting Power

Beneficially

Owned by

Each

Sole Dispositive Power

Reporting

Person

3,420,206

With

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,420,206

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)

6.25%

14.

Type of Reporting Person (See Instructions)

* See Item 3.


CUSIP No.		30218U108

Names of Reporting Persons.

Hayman Investments, L.L.C.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) þ

SEC Use Only

Source of Funds (See Instructions)

OO*

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Texas

Sole Voting Power

Number of

3,420,206

Shared Voting Power

Beneficially

Owned by

Each

Sole Dispositive Power

Reporting

Person

3,420,206

With

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,420,206

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)

6.25%

14.

Type of Reporting Person (See Instructions)

* See Item 3.


CUSIP No.		30218U108

Names of Reporting Persons.

J. Kyle Bass

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) þ

SEC Use Only

Source of Funds (See Instructions)

OO*

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

United States

Sole Voting Power

Number of

3,420,206

Shared Voting Power

Beneficially

Owned by

Each

Sole Dispositive Power

Reporting

Person

3,420,206

With

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,420,206

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)

6.25%

14.

Type of Reporting Person (See Instructions)

IN/HC

* See Item 3.

Item 1. Security and Issuer.

This statement relates to the common stock of ExpressJet Holdings, Inc (the “Issuer”). The address of the principal executive offices of the Issuer is 700 North Sam Houston Parkway West, Suite 200, Houston, Texas 77067.

Item 2. Identity and Background.

(a) This statement is jointly filed by and on behalf of each of Hayman Advisors, L.P. (“Hayman Advisors”), Hayman Investments, L.L.C. (“Hayman Investments”), and J. Kyle Bass (individually, a “Reporting Person” and collectively, the “Reporting Persons”).

(b) The address of the principal business office of the Reporting Persons is: 2626 Cole Avenue, Suite 200, Dallas, Texas 75204.

(c) The principal business of Hayman Advisors is acting as an investment adviser to, and managing investment and trading accounts of, other persons, including Hayman Capital Master Fund, L.P. Hayman Advisors may be deemed, through investment advisory contracts or otherwise, to beneficially own securities owned by other persons, including Hayman Capital Master Fund, L.P. The principal business of Hayman Investments is serving as the general partner of Hayman Advisors. Hayman Investments may be deemed to control Hayman Advisors and beneficially own securities owned by Hayman Advisors. The present principal occupation of Mr. Bass is serving as the Managing Member of Hayman Investments. Mr. Bass may be deemed to control Hayman Investments and beneficially own securities owned by Hayman Investments.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding of the type specified in Items 2(d) or (e) of Schedule 13D.

(e) During the last five years, none of the Reporting Persons was a party to a civil proceeding the type specified in Items 2(d) or (e) of Schedule 13D.

(f) The citizenship of Mr. Bass is the United States. Hayman Advisors is a Delaware entity. Hayman Investments is a Texas entity.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons have acquired an aggregate of 3,420,206 shares of common stock (the “Shares”), which are reported herein, in open market transactions for an aggregate purchase price of $11,634,389 (excluding commissions). The source of funds for the purchase of the Shares was the general working capital of the purchaser.

Item 4. Purpose of the Transaction.

The Reporting Persons acquired the Shares for investment purposes.

On January 22, 2008, the Reporting Persons sent a letter to Mr. James B. Ream, Chief Executive Officer of the Issuer, requesting certain changes to the Issuer’s business practices and strategy. A copy of the letter is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

The Reporting Persons plan and propose to review their investment in the Issuer on a continuing basis. Depending upon the factors discussed below and any other factors that are or become relevant, the Reporting Persons plan and propose to: acquire additional shares of common stock of the Issuer in open market or privately negotiated transactions; sell all or part of the Shares in open market or privately negotiated transactions; recommend one or more transactions involving the sale of all or a part of the equity interests in the Issuer; make a proposal for the acquisition of all or a part of the equity interests in the Issuer; or engage in any combination of the foregoing.

Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, the Issuer’s response to the Letter, current and anticipated future trading prices

of the common stock, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that any of the actions set forth above will be taken.

Item 5. Interest in Securities of the Issuer.

(a) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

(b) Number of shares as to which each Reporting Person has:

	(i)		sole power to vote or to direct the vote:

			See Item 7 on the cover page(s) hereto.

	(ii)		shared power to vote or to direct the vote:

			See Item 8 on the cover page(s) hereto.

	(iii)		sole power to dispose or to direct the disposition of:

			See Item 9 on the cover page(s) hereto.

	(iv)		shared power to dispose or to direct the disposition of:

			See Item 10 on the cover page(s) hereto.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below.

Price

Transaction

Effecting

Shares

Per

Description

Date

Person(s)

Acquired

Disposed

Share(1)

of Transaction

11/12/2007

Hayman Capital Master Fund, L.P.

35,000

3.12

Open market

11/20/2007

Hayman Capital Master Fund, L.P.

54,012

2.81

Open market

11/23/2007

Hayman Capital Master Fund, L.P.

150,000

2.45

Open market

11/26/2007

Hayman Capital Master Fund, L.P.

10,000

2.67

Open market


						Price
Transaction	Effecting	Shares		Shares		Per		Description
Date	Person(s)	Acquired		Disposed		Share(1)		of Transaction
12/27/2007	Hayman Capital Master Fund, L.P.		10,100		0	$	2.69	Open market
1/10/2008	Hayman Capital Master Fund, L.P.		56,000		0	$	2.84	Open market
1/10/2008	Hayman Capital Master Fund, L.P.		100,000		0	$	2.42	Open market
1/11/2008	Hayman Capital Master Fund, L.P.		133,794		0	$	2.39	Open market
1/14/2008	Hayman Capital Master Fund, L.P.		5,756		0	$	2.20	Open market
1/15/2008	Hayman Capital Master Fund, L.P.		155,000		0	$	2.23	Open market
1/16/2008	Hayman Capital Master Fund, L.P.		75,000		0	$	2.8170	Open market
1/17/2008	Hayman Capital Master Fund, L.P.		65,100		0	$	2.8876	Open market

(1) Average price per share excluding commissions.

Except as otherwise described herein, no transactions in the common stock of the Issuer were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any Reporting Person.

(d) Other persons, including Hayman Capital Partners, L.P. and Hayman Capital Offshore Partners, L.P., may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock that may be deemed to be beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as otherwise described herein, none of the Reporting Persons has any legal or other contract, arrangement, understanding, or relationship with any other person with respect to any securities of the Issuer. To the knowledge of each Reporting Person, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

The following exhibits are filed as exhibits hereto:


Exhibit		Description of Exhibit
99.1		Joint Filing Agreement

99.2		Letter from J. Kyle Bass to James B. Ream, Chief Executive Officer of the Issuer, dated January 22, 2008

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.


Date: January 22, 2008	Hayman Advisors, L.P.

	By:	Hayman Investments, L.L.C.
	Its:	General Partner

	By:	/s/ J. Kyle Bass

	Name:	J. Kyle Bass
	Title:	Managing Member

	Hayman Investments, L.L.C.

	By:	/s/ J. Kyle Bass

	Name:	J. Kyle Bass
	Title:	Managing Member

	J. Kyle Bass

	By:	/s/ J. Kyle Bass

	Name:	J. Kyle Bass

EXHIBIT INDEX


Exhibit		Description of Exhibit
99.1		Joint Filing Agreement

99.2		Letter from J. Kyle Bass to James Ream, Chief Executive Officer of the Issuer, dated January 22, 2008

EX-99.1 2 d53250exv99w1.htm JOINT FILING AGREEMENT exv99w1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.


Date: January 22, 2008	Hayman Advisors, L.P.

	By:	Hayman Investments, L.L.C.
	Its:	General Partner

	By:	/s/ J. Kyle Bass

	Name:	J. Kyle Bass
	Title:	Managing Member

	Hayman Investments, L.L.C.

	By:	/s/ J. Kyle Bass

	Name:	J. Kyle Bass
	Title:	Managing Member

	J. Kyle Bass

	By:	/s/ J. Kyle Bass

	Name:	J. Kyle Bass

EX-99.2 3 d53250exv99w2.htm LETTER TO JAMES REAM, CEO OF THE ISSUER. exv99w2

Exhibit 99.2

VIA FACSIMILE AND U.S. MAIL

January 22, 2008

Mr. James B. Ream
President, Chief Executive Officer and Director
ExpressJet Holdings, Inc.
700 North Sam Houston Parkway West
Suite 200
Houston, Texas 77067

Dear Mr. Ream,

Hayman Capital Master Fund, L.P., an investment fund that my firm advises, currently owns 3,420,206 shares, or 6.25%, of the outstanding common stock of ExpressJet Holdings, Inc. (the “Company”). As you will recall, I met with you and members of your senior management team in November at your office in Houston to discuss the Company’s future business and strategy. Since we began accumulating stock in June 2007, we have watched the value of the Company’s stock decline by nearly 60%.

We have continued to conduct due diligence on the Company and believe that the current per share price of $2.67 does not reflect the true value of the Company. We believe that the reason the equity value has declined so significantly is largely a result of management’s decision to launch the “Branded Flying” strategy in the face of an economic recession. Since this program’s launch in early 2007, the Company’s (i) unrestricted cash balances have been depleted by over $50 million, (ii) cash flow from operations have swung from a positive $86 million for the first nine months of 2006 to a negative $8.4 million for the same period in 2007, and (iii) capital expenditures have almost tripled from $15.6 million to $43.8 million during the same periods. With the equity value rapidly approaching the Company’s net cash position on a per share basis, it is clear that the market ascribes less than $1.00 per share of value to the

operating company. Clearly the Branded Flying strategy is, at least, partially responsible for the destruction of roughly $300 million in shareholder value over the past year. It also seems clear that the Company’s shareholders have also lost faith in your business strategy.

It is absolutely the wrong time for the Company to continue ramping up the Branded Flying strategy, and the Company should immediately abandon this course of action and return to the Company’s “bread and butter” arrangements of fixed price / pro rate flying agreements. Further, unless the Company adopts the initiatives described at the end of this letter, we think that the Company’s dismal 2007 operating results – coupled with the overall deteriorating market conditions for airline stocks – will leave the Company no choice but to issue new equity or additional convertible debt which will undoubtedly depress the stock price and further harm the Company’s shareholders.

Branded Flying

We believe that the manner in which the Company reports its Branded Flying results obscures the already lackluster Branded Flying results reported to date. Specifically, reporting the Delta pro-rate planes in the Branded Flying segment obfuscates the true operating performance of the Branded Flying strategy. Instead, these should be reported separately. If the Company removed the impact of the Delta pro-rate arrangements, the Company’s load factors, yield, and fuel costs for the Branded Flying strategy would all likely be well below sustainable levels. We believe that current fuel prices coupled with the overall economic climate, require load factors approaching 70% for this operation (excluding Delta’s pro-rate arrangements) to simply break even. It is difficult to imagine that these levels will be achieved in 2008 or for years to come. At the Company’s current trajectory, the Branded Flying strategy is doomed to failure and, to continue down this path, is reckless.

Continental Airline Arrangements

As a large shareholder, we are also extremely concerned by the manner in which the Company handled the Continental Airlines’ (“Continental”) contract negotiations in 2006 and 2007. It is our understanding that Continental approached the Company in 2006 to discuss its right to reduce its commitment under the Continental CPA, to discuss the Company’s proposed 2007 block hour rates and the components of cost that comprise them, and the overall relationship and pricing levels relative to the market. We believe that management mishandled the negotiations and miscalculated Continental reactions to the Company’s heavy handed negotiating tactics – which eventually unfolded in two ways. First, the parties initiated an arbitration regarding Continental’s dispute over the 2007 block hour rates and the underlying components of costs that the Company was advancing, and then the Company wasted $2.5 million in legal expense pursing its weak position which eventually illustrated that Continental was right and that the Company’s tactics were wrong. As a consequence, the Company’s contract with Continental has now been reduced by 69 planes – 25% of the Company’s entire fleet! While we understand that one of Continental’s primary objectives in the negotiation was to get the rates reduced or to get the planes back, the fact that the Company kept the planes

rather than returning them to Continental, appears to be an expensive and spiteful mistake. With this unexpected, newly-created surplus of airplanes, the Company embarked on its ill-fated Branded Flying strategy, a decision which we believe cost the Company over $100 million in total costs and aggregate losses in 2007.

It is unclear what the Company intended to accomplish by its negotiating strategy, but it clearly did not work and, in fact, backfired. As you well know, the Company’s contract with Continental is significantly above market and every day that goes by only hardens Continental’s position. Continental will undoubtedly release an additional 51 planes at the end of this year which will further reduce the Company’s overall cash flows by at least another 25%. We recognize that the Company may be concerned about the Most Favored Nation (“MFN”) provision in your Continental contract and that to scale up with any other carrier on a fixed price agreement may jeopardize those arrangements. However, based on the current circumstances, now is the time to strongly consider re-negotiating those provisions in exchange for the long term certainty of that relationship.

Delta Airline Arrangements

While we believe that signing a two-year capacity purchase agreement with Delta last year was a positive move, we note that the structure of this new contract has very similar provisions relating to completed block hours and certain pass through costs as the Company’s contract with Continental. In our view, this is what the Company does best and provides for the most immediate solution to the Company’s current problems. We also note that the Delta contract is only for 10 planes which conveniently avoids the MFN provisions of the Continental contract. While we are not privy to the actual pricing, we estimate that it must be lower than the arrangements in place with Continental. This reduction would seem to be a clear indication as to where the future pricing must be to maintain the Continental arrangements over the long term.

Overall

We believe that the Company must immediately do the following:

Repair the Continental relationship at the executive level. Do not let pride stand in the way of making real progress. The Company should seriously consider re-negotiating and extending/solidifying its existing arrangements, including eliminating the MFN provision before Continental releases the next 51 planes. This would significantly aid in the Company’s marketing and pricing efforts to replace or refinance its convertible bonds and provide the flexibility that is clearly needed for the Company to ramp up relationships with other major carriers. While we recognize this action by itself would result in a near term reduction of cash flows from the Continental arrangement, the Company could condition the reductions on Continental taking back additional planes such that the Company’s overall cash-flows from Continental would at least be maintained at current levels. The cash burn that the Company is currently experiencing

			on those planes would then be mitigated such that the overall financial consequence of this renegotiation would be a net positive.

	2.		Sublease or seek to place with other carriers the balance of the planes which are currently providing service for the Branded Flying (excluding those that are on pro-rate for Delta). We will not support the Company’s efforts to attempt to build its own private label airline. We think the risks are too great and this strategy is irresponsible and will continue to destroy shareholder value.

	3.		Sell all non-core assets, including Wing Holdings, InTech Aerospace Services, Flight Services and Systems, American Composites, and the Saltillo Jet Center, to generate additional liquidity.

	4.		Engage an investment bank to run a real M & A process. We believe that the Company must look past private equity players and Continental. We see tremendous synergies with Republic Airways Holdings, Inc. and Skywest, Inc. and would urge the Company to explore these possibilities.

	5.		Refocus on the Company’s core competencies – fixed rate/pro rate flying agreements with major airlines. The Company’s overall track record is this area is among the best in the business; however, to continue to embrace a start up Branded Flying strategy in this economic environment is corporate suicide.

We urge you and the Company’s Board of Directors to carefully consider our suggestions. We firmly believe that you have a valuable enterprise worth significantly more than the current stock price. We note however, that management and the board hold less than 2% of the Company in stock and options – perhaps as little as .0035% in actual ownership with all of the options being out of the money. With such little ownership, we are concerned that management may be more motivated by its ongoing salary and benefits than on increasing shareholder value. As a large shareholder, I can assure you that we will continue to monitor the Company’s management decisions, operations and performance.

Sincerely,

J. Kyle Bass
Managing Member


cc:		George R. Bravante, Jr.
		Janet Morrison Clarke
		Kim A. Fadel
		Salvatore J. Badalamenti
		Judith R. Haberkorn
		Patrick Kelly
		Bonnie S. Reitz

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