NII HOLDINGS, INC. (NASDAQ:NIHD) Files An 8-K Entry into a Material Definitive Agreement

Investment Agreement

On June 5, 2017, NII Holdings, Inc. (NII) and AINMT Holdings AB
(AINMT), an international telecommunications company operating
primarily in Norway under the ice.net brand that is a controlled
subsidiary of Access Industries, a global media, industrial and
technology group, along with certain affiliates of NII and AINMT,
entered into an agreement (the Investment Agreement) to partner
in the ownership of NIIs Brazilian operating subsidiary, Nextel
Telecomunicaes Ltda. (Nextel Brazil).

The Investment Agreement provides for an initial investment by
AINMT of $50 million (the Initial Investment) for 30% ownership
of Nextel Holdings S. r.l. (the Company), a newly formed wholly
owned subsidiary of NII, which will indirectly own Nextel Brazil,
and grants AINMT an option to invest an additional $150 million
in the Company (the Second AINMT Investment). If AINMT exercises
the option, AINMTs total $200 million investment would result in
a 60% controlling stake in the Company.

The completion of the Initial Investment, which is divided into
two stages of 19.9% and 10.1%, is subject to (i) approval by the
shareholders of each of AINMT and AINMT AS, AINMTs parent; (ii)
the contribution of the assets of NII International Mobile S.
r.l., a wholly owned indirect subsidiary of NII that indirectly
owns all of the equity interests of Nextel Brazil, to the Company
and confirmation of the tax treatment of the transaction; and
(iii) with respect to the additional 10.1%, Brazilian antitrust
approval. In addition, NII will provide updated disclosure
schedules to the Investment Agreement satisfactory to AINMT
within five business days after execution of the Investment
Agreement. Prior to the closing of the Initial Investment, NII
will contribute $116.7 million and be issued ordinary shares in
the Company. NII has also agreed to contribute to the Company by
the closing of the Initial Investment all of its freely
distributable cash (including any proceeds released from escrow
funds from the sale of NIIs operation in Mexico received up to
that time) outside of Nextel Brazil, less $50 million, which will
be retained by NII. NII has also agreed to contribute from time
to time proceeds arising from the release of escrowed funds from
the sale of its operations in Mexico. NII anticipates that the
Initial Investment will be completed during the third quarter of
2017.

In the second stage of the transaction, AINMT will have an
option, exercisable on or prior to November 15, 2017, to invest
an additional $150 million in the Company. The closing of the
Second AINMT Investment is subject to the satisfaction of
customary conditions, including approval of the stockholders of
NII, receipt of required third party consents and regulatory
approvals, transfer of certain guarantees to the Company and
amendment of Nextel Brazils existing credit facilities. If AINMT
exercises its option to make the additional $150 million
investment in the Company, NII will seek stockholder approval for
the transactions contemplated by the Second AINMT Investment. If
AINMT exercises the option, the Second AINMT Investment must be
completed by January 31, 2018. NII anticipates, assuming AINMTs
exercise of the option, that the Second AINMT Investment will
close during the first quarter of 2018. At that time, NII is
expected to hold a 40% stake in the Company.

The Investment Agreement includes a right for each party to
terminate the Investment Agreement in specified circumstances and
requires NII to pay a termination fee of $5 million and reimburse
AINMTs expenses for financing commitment fees up to $6 million in
connection with AINMTs exercise of the option.

to the Investment Agreement, the Company has agreed to conduct
Nextel Brazils business in the ordinary course and use
commercially reasonable efforts to maintain and preserve its
business

organization and preserve certain business relations. NIIs
indemnification obligations for breaches of representations,
warranties and covenants will be settled through a non-cash
adjustment to NIIs ownership in the Company subject to a cap in
the adjustment of 4% of the Company, assuming NII has completed
its full investment.

The description of the Investment Agreement contained in this
Form 8-K is qualified in its entirety by reference to the
complete text of the Investment Agreement filed as Exhibit 10.1
to this report and incorporated herein by reference.

Shareholders Agreement

Concurrently with the execution of the Investment Agreement, the
Company, NII and AINMT (and certain of their respective
affiliates) have also entered into a Shareholders Agreement
regarding, among other things, the ongoing governance of the
Company and the rights and obligations of NII and AINMT as
shareholders of the Company following the closing of the Initial
Investment and following the closing of the Second AINMT
Investment, if applicable (the Shareholders Agreement). The
Shareholders Agreement will only be effective on the closing of
the first stage of the Initial Investment.

Board Representation and Protective Rights

to the Shareholders Agreement, after the closing of the Initial
Investment, the Companys Board of Managers will be comprised of
five members. NII will be entitled to nominate three managers to
the Companys Board of Managers, and, as long as AINMT maintains
at least a 30% stake in the Company, AINMT will be entitled to
nominate two managers and one observer to the Board of Managers
of the Company. In the event that AINMTs ownership stake in the
Company falls below 30% but remains above 20%, AINMT will be
entitled to nominate one manager and one observer to the Board of
Managers, and if AINMTs ownership stake in the Company falls
below 20%, then AINMT will be entitled to nominate only an
observer to the Board of Managers. After the closing of the
Second AINMT Investment, AINMT will be entitled to nominate three
directors to the Board of Directors of the Company, and, as long
as NII maintains at least a 30% stake in the Company, NII will be
entitled to nominate two managers to the Board of Managers of the
Company. In the event that NIIs ownership stake in the Company
falls below 30% but remains above 20%, NII will be entitled to
nominate one manager to the Board of Managers, and if NIIs
ownership stake in the Company falls below 20%, then NII will be
entitled to nominate only an observer to the Board of Managers.

The Shareholders Agreement also provides that the minority
shareholder (AINMT prior to the closing of the Second AINMT
Investment, and NII after the closing of the Second AINMT
Investment), will have certain protective rights relating to
certain significant actions of the Company.

Transfer Restrictions

Subject to customary exceptions, the Shareholders Agreement
generally prohibits AINMT and NII from transferring their shares,
other than to each other or permitted transferees. The
Shareholders Agreement contains rights of first refusal, in favor
of AINMT and, until the Second Closing, in favor of NII, in the
event that the other shareholder receives an offer to purchase
its shares. In addition, subject to certain conditions, the
Shareholders Agreement provides for tag along rights, which allow
the minority shareholder to have its shares included in any
transfer by the majority shareholder to a third party, and drag
along rights, which allow the majority shareholder to require the
minority shareholder to sell its shares in a transfer.

The Shareholders Agreement also contains put and call rights in
favor of NII and AINMT, respectively, under various circumstances
specified therein. NII may require AINMT to acquire its shares of
the Company

at their fair market value beginning 12 months after the date
that AINMT has notified NII of its intent to exercise its option
to make the Second AINMT Investment, and on the anniversary of
such date in each of the years 2019, 2020, 2021 and 2022, as long
as the earnings before interest, taxes, depreciation and
amortization, or EBITDA, minus one-time and non-recurring items,
of the Company and its operating subsidiaries exceeds
$100,000,000 in the combined previous four quarters. AINMT may
require NII to sell its shares of the Company to AINMT (i)
beginning 12 months after the date that AINMT has notified NII of
its intent to exercise its option to make the Second AINMT
Investment for an amount in cash or AINMT AS shares equal to the
higher of fair market value of the shares of the Company held by
NII or the investment paid by NII for the shares multiplied by
1.2, and (ii) on each anniversary thereafter in the years 2019,
2020, 2021 and 2022 for an amount in cash or AINMT AS shares
equal to the fair market value of the shares of the Company held
by NII.

The description of the Shareholders Agreement contained in this
Form 8-K is qualified in its entirety by reference to the
complete text of the Shareholders Agreement filed as Exhibit 10.2
to this report and incorporated herein by reference.

The representations, warranties and covenants set forth in the
Investment Agreement and the Shareholders Agreement have been
made only for the purposes of those agreements and solely for the
benefit of the parties to the Investment Agreement and the
Shareholders Agreement, respectively, and may be subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the
Investment Agreement and the Shareholders Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Accordingly, the
Investment Agreement and the Shareholders Agreement are included
with this filing only to provide investors with information
regarding the terms of the Investment Agreement and the
Shareholders Agreement and not to provide investors with any
other factual information regarding the parties or their
respective businesses.

Item 7.01. Regulation FD Disclosure.

On June 6, 2017, the Company issued a press release announcing
the entry into the Investment Agreement with AINMT. A copy of the
press release is attached as Exhibit 99.1.

Item 8.01. Other Events.

Additional Information and Where to Find It

In the event AINMT exercises the option to invest an additional
$150 million in the Company, NII intends to file with the
Securities and Exchange Commission (SEC) a proxy statement in
connection with that contemplated transaction. The definitive
proxy statement will be sent to NIIs stockholders and will
contain important information about the contemplated transaction.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE.
Investors and stockholders may obtain a free copy of the proxy
statement (when it is available) and other documents filed with
the SEC at the SECs website at www.sec.gov.

Certain Information Concerning Participants

In the event AINMT exercises the option to invest an additional
$150 million in the Company, NII and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders of NII in connection with the
contemplated transaction. Information about NIIs directors and
executive officers is set forth in its proxy statement for its
2017 Annual Meeting of Stockholders and its most recent annual
report on Form 10-K. These documents may be obtained for free at
the SECs website at www.sec.gov. Additional information regarding
the interests of participants in the solicitation of proxies in
connection with the contemplated transactions will be included in
the proxy statement that NII intends to file with the SEC in the
event AINMT exercises its option in the second stage of the
transaction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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