On December 18, 2019, in connection with the Transaction (as defined in Item 2.01 below), NII Holdings, Inc. (“NII”) entered into a First Supplemental Indenture (the “Supplemental Indenture”), to the Indenture, dated August 14, 2018, between NII and Wilmington Trust, National Association, as trustee (the “Indenture”), that governs its 4.25% Convertible Senior Notes due 2023 (the “Notes”). to the Supplemental Indenture, NII irrevocably elected cash settlement as the settlement method for any conversion of the Notes.

In addition, NII entered into an Escrow Agreement with Wilmington Trust, National Association, as escrow agent and as trustee (the “Notes Escrow Agreement”), whereby NII agreed to fund an escrow account in the amount of $134.8 million from the net proceeds of the Transaction to Section 11.04 of the Indenture in order to satisfy NII’s obligations under the Notes and the Indenture. As more fully described in Item 2.01 below and incorporated herein by reference, NII also entered into the Transaction Escrow Agreement.

The foregoing descriptions of the Supplemental Indenture, the Notes Escrow Agreement and the Transaction Escrow Agreement are not complete and are qualified in their entirety by reference to the full text thereof, which are filed herewith as Exhibits 4.1, 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 18, 2019, NII completed the previously announced sale of its wireless operations in Brazil (“Nextel Brazil” and such sale, the “Transaction”) in accordance with the terms of the Purchase Agreement, dated March 18, 2019, by and among América Móvil, S.A.B. de C.V. (“AMX”), NII International Holdings S.à r.l. (“NIIH”), AI Brazil Holdings B.V. (“AI Brazil”) and NII (the “Purchase Agreement”), as amended from time to time.

At the closing of the Transaction, AI Brazil sold all of its interests in Nextel Holdings S.à r.l. (“Nextel Holdings”) to NII Brazil Holdings S.à r.l. (“NIIBH”), and NIIH sold all of the issued and outstanding shares of NIIBH to AMX, resulting in AMX acquiring direct ownership of NIIBH and indirect ownership of all of the issued and outstanding shares of Nextel Brazil. The aggregate purchase price was $948.5 million, after making adjustments to the Purchase Agreement to add a $30.3 million reimbursement of capital expenditures and a $16.9 million working capital adjustment and to deduct a $3.7 million selling and marketing spending shortfall compared to budget. After deducting $491.6 million of net debt, the net purchase price at closing was $456.9 million.>The purchase price is subject to review and adjustment by AMX within 45 days of the closing of the Transaction.

In consideration for the sale of its 27.55% ownership interest in Nextel Brazil, AI Brazil received a $2.5 million preferred return and its $125.2 million pro rata share of the net purchase price. After deducting these amounts, NII’s share of the net purchase price was $329.2 million.

to the terms of the Purchase Agreement, $30.0 million of the net proceeds due to NII was placed into an 18-month escrow account to secure NII’s indemnification obligations under the Purchase Agreement with AMX, with Citibank, N.A. as escrow agent (the “Transaction Escrow Agreement”). After taking into account the amounts placed into escrow to the Transaction Escrow Agreement and the Indenture Escrow Agreement described above and accounting for a $1.9 million upward adjustment for a decrease in estimated accrued tax contingencies to the Purchase Agreement, the net proceeds to NII were $166.3 million.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 18, 2019, in connection with NII’s plan to dissolve following the closing of the Transaction, NII notified the Nasdaq Stock Market of its intent to delist its common stock, par value $0.001 (the “Common Stock”) from the Nasdaq Global Select Market. NII expects to file a Form 25 with the Securities and Exchange Commission and Nasdaq Stock Market relating to the delisting of the Common Stock on December 30, 2019, with trading of its Common Stock suspended before the market opens on January 2, 2020. NII does not expect that a trading market will develop for its Common Stock following suspension of trading on Nasdaq. NII expects that the official delisting of the Common Stock will be effective January 9, 2020.

Item 8.01. Other Events.

On December 18, 2019, NII issued a press release announcing the completion of the Transaction, and a separate press release announcing the planned delisting of NII’s common stock and planned dissolution of the company. A copy of these press releases are attached as Exhibits 99.1 and 99.2, respectively.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

Unaudited pro forma condensed consolidated financial statements of NII, which reflect the sale of NII’s interests in Nextel Brazil to AMX, are furnished as Exhibit 99.3 to this Current Report on Form 8-K. The information contained in these pro forma financial statements shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

(d) Exhibits

NII HOLDINGS INC Exhibit
EX-4.1 2 closingexhibit41.htm EXHIBIT 4.1 Exhibit Exhibit 4.1Execution VersionNII HOLDINGS,…
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