RESTON, Va., Dec. 18, 2019 – — NII Holdings, Inc. (“NII”) [NASDAQ: NIHD] today separately announced the completion of the sale of its wireless operations in Brazil (the “Sale”) in accordance with the terms of the purchase agreement, dated March 18, 2019, by and among América Móvil, S.A.B. de C.V., NII International Holdings S.à r.l., AI Brazil Holdings B.V. and NII. The completion of the Sale constitutes a Fundamental Change and a Make-Whole Fundamental Change, each as defined in the indenture (the “Indenture”) governing the 4.25% convertible senior notes due 2023 (the “Notes”). As a result, on December 19, 2019, NII will commence an offer to repurchase (the “Repurchase Offer”), at the option of each holder, any and all of its outstanding Notes, as required by the Indenture.
As a result of the Sale and pursuant Section 15.02(c) of the Indenture, each holder of the Notes (each, a “Holder”) has the right, at such Holder’s option (the “Repurchase Option”), to require NII to repurchase for cash all of such Holder’s Notes, or any portion thereof that is equal to $1,000 or an integral multiple of $1,000, in accordance with the terms, procedures, and conditions outlined in the Indenture and the Notes, on or before January 21, 2020 (the “Fundamental Change Repurchase Date”) at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”).
Holders can exercise their Repurchase Option to have NII purchase their Notes and to receive payment of the Fundamental Change Repurchase Price, by delivering to Wilmington Trust, as paying agent and tender agent, (i) a duly completed notice (the “Fundamental Change Repurchase Notice”) in compliance with the Depositary’s procedures for surrendering interests in Notes on or before the close of business on January 17, 2020 and (ii) book-entry transfer of the Notes in compliance with the procedures of the Depositary, such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.
Pursuant to Section 14.01 of the Indenture, a Holder alternatively may surrender such Holder’s Notes for conversion until January 21, 2020 in accordance with the procedures set forth in Article 14 of the Indenture. The conversion rate is 160.9658 shares of common stock of NII, par value $0.0001 per share (the “Common Stock”) per $1,000 principal amount of Notes. NII has irrevocably elected Cash Settlement as the Settlement Method for any conversion of Notes permitted under the Indenture. The Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder validly withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture.
The trustee, tender agent, paying agent, information agent and conversion agent with respect to the Notes is Wilmington Trust, National Association, Wilmington Trust, National Association, 50 South Sixth Street, Suite 1290, Minneapolis, MN, 55402, ATTN: NII Holdings, Inc. Any questions or requests for assistance in connection with the Repurchase Offer or conversion of the Notes may be directed to Wilmington Trust. The Fundamental Change Company Notice, dated December 19, 2019 (the “Notice”) is being sent by (or on behalf of) NII to DTC as sole record owner of the Notes.
Holders should review the Notice carefully and should consult with their own legal, financial and tax advisors. Neither NII nor any of its affiliates, or any of its or their respective board of directors, employees, advisors or representatives or Wilmington Trust is making any representation or recommendation to any holder as to whether or not to surrender or convert that Holder’s Notes.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE NOTES. THE REPURCHASE OFFER IS BEING MADE ONLY PURSUANT TO THE NOTICE DISTRIBUTED TO HOLDERS PURSUANT TO THE REQUIREMENTS OF THE INDENTURE. HOLDERS SHOULD READ CAREFULLY THE NOTICE AND THE INDENTURE BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE REPURCHASE OFFER.
About NII Holdings, Inc.
Visit NII Holdings’ website a www.nii.com.
NII Holdings, Inc.
12110 Sunset Hills Road, Suite 600
Reston, Virginia 20190
Investor and Media Relations: Dan Freiman
SOURCE NII Holdings, Inc.