Amended Statement of Beneficial Ownership (sc 13d/a)
June 01 2016 - 4:45PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
Amendment No. 1
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NII Holdings,
Inc.
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(Name of Issuer)
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Common Stock,
$0.001 par value
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(Title of Class of Securities)
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62913F508
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(CUSIP Number)
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David Metzman,
Esq.
c/o Aurelius Capital Management, LP
535 Madison Avenue, 22nd Floor
New York, New York 10022
(646) 445-6590
with a copy to:
Eleazer Klein, Esq.
Jason Kaplan, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 27, 2016
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 10
Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
2
of 10 Pages
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1
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NAME OF REPORTING PERSONS
ACP Master, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,211,111
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,211,111
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,211,111
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
1.2%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
3
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Aurelius Capital Master, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,539,271
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,539,271
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,539,271
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
2.5%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
4
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Aurelius Convergence Master, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
680,104
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
680,104
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
680,104
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
0.7%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
5
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Aurelius Investment, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,525,137
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,525,137
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,525,137
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
3.5%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
6
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Aurelius Capital Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,955,623
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,955,623
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,955,623
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
7.9%
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14
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
7
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Mark D. Brodsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
7,955,623
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
7,955,623
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,955,623
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
7.9%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
8
of 10 Pages
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This Amendment No. 1 amends the statement on
Schedule 13D filed with the Securities and Exchange Commission (the "
SEC
") on July 6, 2015 (the "
Original
Schedule 13D
", and as amended hereby, the "
Schedule 13D
") with respect to the common stock, $0.001 par
value (the "
Common Stock
"), of NII Holdings, Inc. a Delaware corporation (the "
Issuer
"). Capitalized
terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13D. This Amendment
No. 1 amends Item 5(a)-(c) as set forth below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a)-(c) of Item 5 of the Schedule 13D
are hereby amended and restated in their entirety as follows:
(a),(b) The information set forth in Rows 7
through 13 of the cover page hereto for each Reporting Person is incorporated herein by reference. The percentage amount set forth
in Row 13 for all cover pages filed herewith is calculated based on 100,896,091 shares of Common Stock outstanding as of as of
May 10, 2016 as disclosed in the Issuer's Prospectus filed with the SEC on May 10, 2016 pursuant to Rule 424(b)(3) 2016.
(c) Information concerning transactions in
the Common Stock by the Reporting Persons effected during the past sixty days is set forth in
Annex I
hereto and is
incorporated herein by reference. Aurelius Investment, LLC is the only Reporting Person to have effected transactions in the
Common Stock in the past sixty days.
CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
9
of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: June 1, 2016
ACP MASTER, LTD.
By: Aurelius Capital Management, LP, solely as investment manager
and not in its individual capacity
By:
/s/ Dan Gropper
Name: Dan Gropper
Title: Managing Director
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AURELIUS CAPITAL MASTER, LTD.
By: Aurelius Capital Management, LP, solely as investment manager
and not in its individual capacity
By:
/s/ Dan Gropper
Name: Dan Gropper
Title: Managing Director
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AURELIUS CONVERGENCE MASTER, LTD.
By: Aurelius Capital Management, LP, solely as investment manager
and not in its individual capacity
By:
/s/ Dan Gropper
Name: Dan Gropper
Title: Managing Director
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AURELIUS INVESTMENT, LLC
By: Aurelius Capital Management, LP, solely as manager and not in
its individual capacity
By:
/s/ Dan Gropper
Name: Dan Gropper
Title: Managing Director
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AURELIUS CAPITAL MANAGEMENT, LP
By:
/s/ Dan Gropper
Name: Dan Gropper
Title: Managing Director
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/s/ Mark D. Brodsky
MARK D. BRODSKY
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CUSIP No. 62913F508
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SCHEDULE 13D/A
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Page
10
of 10 Pages
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Annex I
Transactions in the Shares Effected During
the Past Sixty Days
This
Annex I
sets forth
transactions in the Common Stock by Aurelius Investment, LLC in the past sixty days. Unless otherwise indicated, all trades
were effected in the open market through brokers.
TRANSACTIONS IN THE COMMON
STOCK BY Aurelius Investment, LLC
Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
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05/27/2016
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(5,000,000)
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3.75
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05/31/2016
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(575,000)
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4.00
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05/31/2016
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(105,000)
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4.05
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