RESTON, Va., Aug. 9, 2018 /PRNewswire/ -- NII Holdings,
Inc. [NASDAQ: NIHD] ("NII Holdings") today announced the pricing of
its offering of $100,000,000
aggregate principal amount of 4.25% Convertible Senior Notes due
2023 (the "notes"). The notes will be privately placed with
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 $15,000,000 aggregate principal amount of the
notes. The sale of the notes is expected to close on August 14, 2018, subject to the satisfaction of
customary closing conditions.
The notes will pay interest semi-annually in cash on
February 15 and August 15 at a rate of 4.25% per year, commencing
February 15, 2019. The notes will
mature on August 15, 2023, unless
earlier converted, redeemed or repurchased.
The notes are convertible under certain circumstances prior to
February 15, 2023 and, thereafter, at
any time until the close of business on the second scheduled
trading day immediately preceding the maturity date of the notes,
into NII Holdings common stock at a conversion rate of 160.9658
shares per $1,000 principal amount of
the notes (equal to an initial conversion price of approximately
$6.21 per share, which represents a
25% conversion premium to the last reported sale price of
$4.97 per share of NII Holdings
common stock on the Nasdaq Global Select Market on August 8, 2018), subject to adjustment in certain
circumstances. Upon a surrender of the notes for conversion, NII
Holdings will satisfy its obligation by paying or delivering, at
its election, cash, shares of its common stock, or a combination of
cash and shares of its common stock.
Holders may require NII Holdings to repurchase the notes upon
the occurrence of certain designated events at a repurchase price
equal to the principal amount of the notes plus accrued and unpaid
interest, if any, to the repurchase date.
NII Holdings estimates that the net proceeds from the offering
of the notes will be approximately $95.4
million (or $109.8 million if
the initial purchasers of the notes exercise their option to
purchase additional notes in full), after deducting the initial
purchasers' discount and estimated offering expenses payable by NII
Holdings. 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 notes 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.
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. Visit NII Holdings' website at
www.nii.com.
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.