RESTON, Va., Dec. 18, 2019 /PRNewswire/ -- 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.
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.
