NII HOLDINGS, INC. (NASDAQ:NIHD) Files An 8-K Other Events

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NII HOLDINGS, INC. (NASDAQ:NIHD) Files An 8-K Other Events

Item 8.01. Other Events.

As previously disclosed by NII Holdings, Inc. (NII), on June 5,
2017 NII and AINMT Holdings AB (AINMT), 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).
Subject to the previously disclosed conditions, 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) which, if exercised,
would result in a total $200 million investment by AINMT for a
60% controlling stake in the Company.
According to the terms of the Investment Agreement, on the
closing of the Initial Investment, if applicable, the Company
will be required to adopt and file amended and restated articles
of association of the Company (the Restated Articles of
Association) substantially in the form attached hereto as Exhibit
99.1. Likewise, on the closing of the Second AINMT Investment, if
applicable, the Company will be required to adopt and file a
second amended and restated articles of association of the
Company (the Second Restated Articles of Association)
substantially in the form attached hereto as Exhibit 99.2.
This Form 8-K is being filed solely for the purpose of providing
the text of the Restated Articles of Association and of the
Second Restated Articles of Association which are filed as
Exhibits 99.1 and 99.2 to this report, respectively, and
incorporated herein by reference.
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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Exhibit No.
Description
99.1
Form of Restated Articles of Association of Nextel Holdings
S. r.l.
99.2
Form of Second Restated Articles of Association of Nextel
Holdings S. r.l.