RESTON, Va., Aug. 7, 2018 /PRNewswire/ -- NII Holdings,
Inc. (NASDAQ: NIHD) ("NII Holdings") today announced its intention
to sell, subject to market and other conditions, $75,000,000 aggregate principal amount of
convertible senior notes due 2023 (the "notes") to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). In addition, NII
Holdings is expected to grant the initial purchasers a 30-day
option to purchase up to an additional $11,250,000 aggregate principal amount of the
notes.
NII Holdings intends to use the net proceeds from the notes
offering for general corporate purposes, which may include, without
limitation, to fund the cash flow needs of Nextel Brazil.
The conversion price, interest rate and certain other terms of
the notes will be determined by negotiations between NII Holdings
and the initial purchasers. When issued, the notes will be
unsecured obligations of NII Holdings, effectively subordinate to
NII Holdings' obligations under any future secured indebtedness, to
the extent of the value of the assets securing such indebtedness,
structurally subordinate to NII Holdings' obligations under all
existing and future liabilities of its subsidiaries and pari passu
to NII Holdings' obligations under any future unsecured and
unsubordinated indebtedness, and will pay interest semi-annually in
arrears. The notes will mature in 2023, unless repurchased,
redeemed or converted in accordance with their terms prior to
maturity. Prior to February 15, 2023,
the notes will be convertible only upon satisfaction of certain
conditions and during certain periods, and thereafter, at any time
until the close of business on the second scheduled trading day
immediately preceding the maturity date. Upon conversion, the notes
may be settled in shares of NII Holdings' common stock, cash or a
combination of cash and shares of NII Holdings' common stock, at
NII Holdings' election.
The notes being offered and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act or any state securities laws, and may not be offered
or sold in the United States
absent registration under, or an applicable exemption from, the
registration requirements of the Securities Act and applicable
state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. Any offer, if at
all, will be made only pursuant to Rule 144A under the Securities
Act.
About NII Holdings, Inc.
NII Holdings, Inc., a publicly held company based in
Reston, Virginia, is a provider of
mobile communication services for individual consumers who use our
services to meet both professional and personal needs in
Brazil. NII Holdings, operating
under the Nextel brand, offers fully integrated wireless
communication tools with digital cellular voice services, data
services, international voice and data roaming services and other
value-added services.
Nextel, the Nextel logo and Nextel Direct Connect are
trademarks and/or service marks of Nextel Communications,
Inc.
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 business
and economic outlook, future performance, as well as 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. 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: the impact of liquidity constraints,
including the inability to access escrowed funds when expected, the
impact of more intense competitive conditions and changes in
economic conditions in Brazil, the
performance of the Company's networks, the Company's ability to
provide services that customers want or need, the Company's ability
to execute its business plan, and the additional risks and
uncertainties that are described in NII Holdings' Annual Report on
Form 10-K for the year ended December 31,
2017, as well as in other reports filed from time to time by
NII Holdings with the Securities and Exchange Commission. This
press release speaks only as of its date, and NII Holdings
disclaims any duty to update the information herein.
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SOURCE NII Holdings, Inc.