NII HOLDINGS, INC. (NASDAQ:NIHD) Files An 8-K Entry into a Material Definitive AgreementItem 9.01.Entry into a Material Definitive Agreement.
(a) As previously disclosed by NII Holdings, Inc. (the “Company”), on April 20, 2012, its Brazilian operating company, NextelTelecomunicações Ltda. (“Nextel Brazil”) entered into U.S. dollar-denominated loan agreements with the China Development Bank under which, as of June 30, 2017, Nextel Brazil had $269.1 million principal amount outstanding (the “Credit Agreements”).
Also as previously disclosed, in December 2015, Nextel Brazil participated in a spectrum auction and was the successful bidder for 30 megahertz of spectrum in the 1.8 gigahertz band for455 millionBrazilian reais, or approximately$116.7 millionbased on foreign currency exchange rates at the time. In July 2016, Nextel Brazil paid45.5 millionBrazilian reais, or approximately$14.0 millionbased on foreign currency exchange rates at the time, in connection with the signing of this license agreement. Nextel Brazil elected to accept the government-provided financing for the remaining amount due for the spectrum (the “Spectrum Financing”).
On August 14, 2017, the Company obtained from the China Development Bank (i) waivers of the covenants described in Section 5.25 (Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness) of the Credit Agreements to the extent necessary for Nextel Brazil's incurrence and maintenance of the Spectrum Financing, and (ii) waivers of Nextel Brazil’s compliance with the covenants described in Section 5.1(l) (Financial Statements and Other Information) of the Credit Agreements to the extent necessary to waive Nextel Brazil’s failure to timely provide notice of a permitted merger betweentwo wholly-owned subsidiaryguarantors in Brazil (the “Waivers”). The effectiveness of the Waivers is subject to the China Development Bank’s receipt of an executed letter from the China Export and Credit Insurance Corporation (“Sinosure”) confirming that Sinosure agrees to the granting of the Waivers. Until Sinosure’s confirmation is received, the Waivers are not effective.
The description of the Waivers contained in this Form 8-K is qualified in its entirety by reference to the complete text of the Waivers, copies of which are filed as Exhibit 10.1 and 10.2 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
Waiver Letter dated August 14, 2017, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank, as Lender and Administrative Agent (Sinosure) |
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10.2 |
Waiver Letter dated August 14, 2017, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank, as Lender and Administrative Agent (Non-Sinosure) |
NII HOLDINGS INC ExhibitEX-10.1 2 a101waiverlettersinosure.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Waiver LetterTo: Nextel Telecomunicações LTDA.Date: 14 August 2017Dear SirsRe: US$250,…To view the full exhibit click here
