RESTON, Va., Dec. 18, 2019 /PRNewswire/ -- NII Holdings,
Inc. ("NII") [NASDAQ: NIHD] today announced the completion of 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 pursuant 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 sale proceeds. After deducting these amounts, NII's share of
the net sale proceeds was $329.2
million.
Pursuant to the terms of the Purchase Agreement, $30.0 million of the net sale proceeds due to NII
was placed into an 18-month escrow account to secure NII's
indemnification obligations under the Purchase Agreement with AMX
and Citibank, N.A., as escrow agent. In addition, $134.8 million of the net sale proceeds due to
NII was placed into a separate escrow to satisfy NII's obligations
under its convertible notes and related indenture. After taking
into account these amounts, and accounting for a $1.9 million upward adjustment for a decrease in
estimated accrued tax contingencies pursuant to the Purchase
Agreement, the net proceeds to NII were $166.3 million.
As of December 17, 2019, NII had
$25.4 million of cash and
$103.4 million of cash held in
escrow.
Based on current information (including actual net sale
proceeds), assumptions and estimates, the Company expects the total
amount of cash available to be distributed to stockholders in the
future will be between $227.0 million
($2.17 per share) and $280.0 million ($2.68 per share). This range of distributable
values is primarily driven by the ultimate recovery of amounts
currently held in escrow accounts.
"We are pleased to announce the successful completion of
the sale of Nextel Brazil," stated Dan
Freiman, NII's Chief Financial Officer. "We would like
to thank all of our employees for continuing to deliver great
results this year and for their many years of service. With the
sale of our last remaining operating asset behind us, we are
preparing to begin the process to dissolve NII and distribute
cash to stockholders later next year after we receive the required
judicial approval."
About NII Holdings, Inc.
Visit NII Holdings' website at www.nii.com.
Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995. This news release includes
"forward-looking statements" within the meaning of the securities
laws. The statements in this news release regarding the proceeds of
the sale of Nextel Brazil and potential distributions to our
stockholders upon liquidation and dissolution, as well as our
business and economic outlook, future performance, and other
statements that are not historical facts, are forward-looking
statements. Forward-looking statements are estimates and
projections reflecting management's judgment based on currently
available information and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. With
respect to these forward-looking statements, management has made
assumptions regarding, among other things, the proceeds of the sale
of Nextel Brazil; our existing and future costs, expenses, claims
and other liabilities, and the impact of these matters on our
liquidation and dissolution; and escrowed proceeds of the sales of
our operations in Mexico and
Brazil. Future performance cannot
be assured and actual results may differ materially from those in
the forward-looking statements. Some factors that could cause
actual results to differ include the risks and uncertainties
relating to: any factors raised by AMX in connection with the
purchase price relating to the sale of Nextel Brazil; the amount of
the costs, fees, expenses and charges related to the sale of Nextel
Brazil, or the impact of any adjustments to the purchase price; the
cost and outcome of any legal proceedings that may be instituted
against us and others in connection with the sale of Nextel Brazil
or our delisting and dissolution; the timing and amount of cash and
other assets available for distribution to our stockholders upon
our dissolution and winding up; the impact of liquidity
constraints, including the inability to recover estimated amounts
currently in escrow and access escrowed funds when expected; and
the additional risks and uncertainties that are described in NII's
Annual Report on Form 10-K for the year ended December 31, 2018, as well as in other reports
filed from time to time by NII with the Securities and Exchange
Commission. This press release speaks only as of its date, and NII
disclaims any duty to update the information herein.
Media Contacts:
NII Holdings, Inc.
12110 Sunset Hills Road, Suite
600
Reston, Virginia 20190
(703) 390-5100
www.nii.com
Investor and Media Relations: Dan Freiman
(703) 547-5209
dan.freiman@nii.com
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SOURCE NII Holdings, Inc.