Proxy Statement - Merger or Acquistion (definitive) (defm14a)

Date : 05/06/2019 @ 10:09PM
Source : Edgar (US Regulatory)
Stock : Nii Holdings, Inc. (NIHD)
Quote : 1.78  -0.02 (-1.11%) @ 11:01PM

Proxy Statement - Merger or Acquistion (definitive) (defm14a)


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

NII HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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GRAPHIC

SPECIAL MEETING OF STOCKHOLDERS

May 24, 2019

DEAR FELLOW STOCKHOLDERS:

You are invited to attend a special meeting (the "Special Meeting") of the stockholders of NII Holdings, Inc. ("NII" or the "Company"), which is to be held on June 27, 2019 at 10:00 a.m. Eastern Time at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia 20190.

As previously announced, on March 18, 2019, NII and NII International Holdings S.à r.l. ("NIIH"), a wholly owned subsidiary of NII, entered into a purchase agreement (as it may be amended from time to time, the "Purchase Agreement") with América Móvil, S.A.B. de C.V. ("AMX") and AI Brazil Holdings B.V. ("AI Brazil"), pursuant to which NII and AI Brazil will sell their jointly owned wireless operations in Brazil (the "Nextel Brazil Business"). Specifically, NIIH will sell all of the issued and outstanding shares of NII Brazil Holdings S.à r.l. ("NII Brazil") to AMX (the "Nextel Brazil Transaction"). Also pursuant to the Purchase Agreement, concurrent to, and as a condition of, the consummation of the Nextel Brazil Transaction, AI Brazil will sell all of its interests in Nextel Holdings S.à r.l. ("Nextel Holdings") to NII Brazil (the "AI Brazil Transaction") so that, immediately prior to the closing of the Nextel Brazil Transaction, NII Brazil will hold 100% of Nextel Holdings. At the closing of the Nextel Brazil Transaction and the AI Brazil Transaction, AMX will directly own all of the issued and outstanding shares of NII Brazil and indirectly own all of the issued and outstanding shares of Nextel Holdings.

On March 18, 2019, we announced that NII's Board of Directors (the "Board") had adopted a plan of liquidation and dissolution of NII, which is subject to the completion of the transactions contemplated by the Purchase Agreement.

At the Special Meeting, you will be asked, among other matters, to vote on some of the transactions contemplated by the Purchase Agreement. Specifically, you will be asked to vote on a proposal to approve the sale of substantially all of the assets of NII (the "Sale"), through a sale of NII Brazil to AMX. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings, which is the entity that, indirectly through its wholly owned subsidiaries, owns the Nextel Brazil Business. Our interest in the Nextel Brazil Business represents all of the remaining operating assets of the Company.

You will also be asked to vote on a proposal to approve the liquidation and dissolution of NII (the "Dissolution") and the Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"), which, if approved, will authorize the Board to liquidate and dissolve NII in accordance with the Plan of Dissolution.

The Board carefully reviewed and considered the financial position of NII, including its available cash, investments and outstanding debt, a stand-alone plan, a range of potential strategic alternatives, the terms and conditions of the Purchase Agreement, all of the transactions contemplated by the Purchase Agreement and the Plan of Dissolution. The Board unanimously determined that the Purchase Agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of the Company and the Company's stockholders, approved and declared advisable the Sale and the Purchase Agreement and the consummation of the transactions contemplated thereby, and directed that the Purchase Agreement and the Sale and the other transactions contemplated thereby be submitted to NII's stockholders for approval. The Board unanimously determined that the Dissolution was advisable and in the best interests of the Company and our stockholders, approved the Dissolution and the Plan of Dissolution and directed that the Plan of Dissolution and the Dissolution be submitted to NII's stockholders for approval. The Board unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal and "FOR" each of the other proposals described in the accompanying proxy statement.

More information about the Sale, the Dissolution and the Special Meeting is contained in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety (including the Annexes ). In particular, you should carefully read


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the section entitled " Risk Factors " beginning on page 22 of the proxy statement for a discussion of risks you should consider in evaluating the Sale and the Dissolution.

Whether or not you plan to attend, it is important that your shares be represented and voted at the Special Meeting. I hope you will be able to attend the Special Meeting, but even if you cannot, please vote your shares as promptly as possible.

Thank you for your ongoing support.

Sincerely,

GRAPHIC


Kevin L. Beebe
Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Sale or the Dissolution, passed upon the merits or fairness of the Sale or the Dissolution or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement is dated May 6, 2019, and is first being made available to stockholders on May 6, 2019 and mailed to stockholders on or about May 24, 2019.


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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

June 27, 2019 at 10:00 a.m. Eastern Time
Hyatt Regency Reston located at 1800 Presidents Street, Reston, VA 20190

We will hold a special meeting (the "Special Meeting") of stockholders of NII Holdings, Inc. ("NII" or the "Company") on June 27, 2019 at 10:00 a.m. Eastern Time at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia 20190 (703-709-1234).

At the Special Meeting, stockholders will be asked to:

consider and cast a vote on a proposal to approve the sale of substantially all of the assets of NII (the "Sale"), through a sale of NII Brazil Holdings S.à r.l. ("NII Brazil") to América Móvil, S.A.B. de C.V. ("AMX") on the terms and conditions of the Purchase Agreement among NII, NII International Holdings S.à r.l., AMX and AI Brazil Holdings B.V. ("AI Brazil"), dated March 18, 2019. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings S.à r.l. ("Nextel Holdings"), which is the entity that, indirectly through its wholly owned subsidiaries, owns NII and AI Brazil's wireless operations in Brazil (the "Nextel Brazil Business"). Our interest in the Nextel Brazil Business represents all of the remaining operating assets of the Company. This proposal is referred to as the "Sale Proposal";

consider and cast a vote on a proposal to approve the liquidation and dissolution of NII (the "Dissolution") and the Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"), which, if approved, will authorize the Board to liquidate and dissolve NII in accordance with the Plan of Dissolution. This proposal is referred to as the "Dissolution Proposal";

provide an advisory vote on the compensation of our directors and named executive officers based on or that otherwise relates to the Sale. This proposal is referred to as the "Compensation Proposal"; and

cast a vote on a proposal to approve any adjournment of the Special Meeting to another date, time or place if necessary or appropriate, for the purpose of soliciting additional proxies for the proposals to be acted upon at the Special Meeting in the event that there are insufficient votes at the time of the Special Meeting or any adjournment thereof to approve the Sale Proposal. This proposal is referred to as the "Adjournment Proposal".

The Board of Directors of NII unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal, "FOR" the Compensation Proposal and, if necessary, "FOR" the Adjournment Proposal.

Only stockholders of record as of May 23, 2019 can vote at the Special Meeting.

The Special Meeting proposals are described in more detail in the accompanying proxy statement, which we encourage you to read in its entirety. A copy of the Purchase Agreement is attached as Annex A to the proxy statement. A copy of the Plan of Dissolution is attached as Annex D to the proxy statement. Whether or not you plan to attend, please cast your vote as promptly as practicable. If you later desire to change your proxy for any reason, you may do so in the manner described in the proxy statement.

Your vote is extremely important regardless of the number of shares that you own.     We cannot complete the Sale or the Dissolution unless our stockholders approve the Sale Proposal and the Dissolution Proposal, respectively, in addition to the satisfaction of the other conditions to closing of the Sale.

By Order of the Board of Directors,

GRAPHIC

Kevin L. Beebe
Chairman of the Board of Directors

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 27, 2019.

This notice of the Special Meeting and the proxy statement are available at www.proxyvote.com.


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GRAPHIC

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

NII Holdings, Inc.
12110 Sunset Hills Road, Suite 600, Reston, VA 20190

This proxy statement contains information relating to a special meeting (the "Special Meeting") of stockholders of NII Holdings, Inc., a Delaware corporation ("NII" or the "Company"). The Special Meeting will be held on June 27, 2019, at 10:00 a.m., Eastern Time, at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia 20190. NII is furnishing this proxy statement to stockholders of NII as part of the solicitation of proxies by NII's Board of Directors (the "Board") for use at the Special Meeting and at any adjournment or postponement thereof.

This proxy statement and the other proxy materials are first being made available to stockholders on May 6, 2019 and mailed to stockholders on or about May 24, 2019.


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GRAPHIC   TABLE OF CONTENTS

Annex A: Purchase Agreement

Annex B: Amendment to the Purchase Agreement

Annex C: Side Letter

Annex D: Plan of Complete Liquidation and Dissolution

Annex E: Sections 275 through 283 of the Delaware General Corporation Law

Annex F: Opinion of Rothschild & Co US Inc.

Annex G: Opinion of Greenhill & Co., LLC

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SUMMARY TERM SHEET

This summary term sheet highlights selected information contained in this proxy statement and may not contain all of the information that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this proxy statement in its entirety, including the annexes and other documents to which we refer you, for a more complete understanding of the matters being considered at the Special Meeting. You may obtain, without charge, copies of documents incorporated by reference into this proxy statement by following the instructions under the section of this proxy statement entitled " Where You Can Find More Information " beginning on page 91. In this proxy statement, unless the context otherwise requires, the terms "we," "us," "our," "the Company," and "NII" refer to NII Holdings, Inc.

THE SPECIAL MEETING PROPOSALS

DATE, TIME AND PLACE (Page 29)

The Special Meeting will take place on June 27, 2019, at 10:00 a.m., Eastern Time, at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia, 20190, USA.

THE SPECIAL MEETING PROPOSALS (Page 29)

At the Special Meeting, stockholders will be asked to:

consider and cast a vote on a proposal to approve the sale of substantially all of the assets of NII (the "Sale"), through a sale of NII Brazil Holdings S.à r.l. ("NII Brazil") to América Móvil, S.A.B. de C.V. ("AMX") on the terms and conditions of the Purchase Agreement among NII, NII International Holdings S.à r.l. ("NIIH"), AMX and AI Brazil Holdings B.V. ("AI Brazil"), dated March 18, 2019 (the "Purchase Agreement"). At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings S.à r.l. ("Nextel Holdings"), which is the entity that, indirectly through its wholly owned subsidiaries, owns NII and AI Brazil's wireless operations in Brazil (the "Nextel Brazil Business"). Our interest in the Nextel Brazil Business represents all of the remaining operating assets of the Company. This proposal is referred to as the "Sale Proposal";

consider and cast a vote on a proposal to approve the liquidation and dissolution of NII (the "Dissolution") and the Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"), which, if approved, will authorize the Board to liquidate and dissolve NII in accordance with the Plan of Dissolution. This proposal is referred to as the "Dissolution Proposal";

provide an advisory vote on the compensation of our directors and named executive officers based on or that otherwise relates to the Sale. This proposal is referred to as the "Compensation Proposal"; and

cast a vote on a proposal to approve any adjournment of the Special Meeting to another date, time or place if necessary or appropriate, for the purpose of soliciting additional proxies for the proposals to be acted upon at the Special Meeting in the event that there are insufficient votes at the time of the Special Meeting or any adjournment thereof to approve the Sale Proposal. This proposal is referred to as the "Adjournment Proposal".

RECOMMENDATION OF THE BOARD; REASONS FOR THE SALE AND DISSOLUTION (Pages 34, 43 and 72)

The Board carefully reviewed and considered the financial position of NII, including its available cash, investments and outstanding debt, a stand-alone plan, a range of potential strategic alternatives, the terms and conditions of the Purchase Agreement, all of the transactions contemplated by the Purchase Agreement and the Plan of Dissolution. The Board unanimously determined that the Purchase Agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of the Company and of the Company's stockholders, approved and declared advisable the Sale and the Purchase Agreement and the consummation of the transactions contemplated thereby, and directed that the Purchase Agreement and the Sale and the other transactions contemplated thereby be submitted to NII's stockholders for approval.

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SUMMARY TERM SHEET

The Board unanimously determined that the Dissolution was advisable and in the best interests of the Company and our stockholders, approved the Dissolution and the Plan of Dissolution and directed that the Plan of Dissolution and the Dissolution be submitted to NII's stockholders for approval. The Board unanimously recommends that you vote "FOR" the Sale Proposal and the Dissolution Proposal. For a discussion of the factors considered by our Board in reaching its conclusions, see " Background of the Sale" on page 34, " Recommendation of the Board and Reasons for the Sale " on page 43 and " Our Plan of Dissolution " on page 72.

STOCKHOLDERS ENTITLED TO VOTE (Page 29)

The holders of NII common stock at the close of business on May 23, 2019 (the "Record Date") are entitled to receive notice of, to attend and to vote on each matter at the Special Meeting or any adjournment or postponement of the Special Meeting. Each share of our common stock is entitled to one vote per share. As of May 3, 2019, there were 101,580,702 shares of common stock outstanding. As of the close of business on the Record Date, we expect there will be approximately 101.7 million shares of common stock outstanding and entitled to vote.

QUORUM (Page 30)

The holders of shares representing a majority of the votes that may be cast by the entire capital stock of the Company issued and outstanding and entitled to vote at the Special Meeting with respect to a particular matter, present in person or represented by proxy, constitutes a quorum with respect to each matter to be voted upon at the Special Meeting and is necessary for the transaction of business at the Special Meeting.

VOTE STANDARD (Page 30)

The Sale Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Sale Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Sale Proposal.

The Dissolution Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Dissolution Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Dissolution Proposal.

The Compensation Proposal and the Adjournment Proposal must be approved by the affirmative vote of a majority of the votes properly cast at the Special Meeting (in person or represented by proxy) on such matters. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote will have no effect on the outcome of the Compensation Proposal or the Adjournment Proposal. The vote on the Compensation Proposal is an advisory vote only and will not be binding on NII or the Board. We do not intend to bring the Adjournment Proposal to a vote unless there are insufficient votes at the time of the Special Meeting or any adjournment thereof to approve the Sale Proposal.

THE SALE AND THE PURCHASE AGREEMENT (Page 33)

PARTIES TO THE SALE (Page 33)

NII Holdings, Inc.

We provide wireless communication services under the Nextel TM brand in Brazil through our subsidiary Nextel Telecomunicações Ltda. ("Nextel Brazil"). Nextel Brazil's principal operations are located in major urban and suburban centers with high population densities and related transportation corridors of that country where there is a concentration of Brazil's population and economic activity, including primarily Rio de Janeiro and São Paulo. Nextel Brazil operates a wideband code division multiple access, or WCDMA, network, which has been upgraded to offer long-term evolution, or LTE, services in certain areas. Nextel Brazil's network enables us to offer a wide range of products and services supported by that technology.

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SUMMARY TERM SHEET

We are also a party to a roaming agreement that allows us to offer our subscribers nationwide voice and data services outside of our network's footprint. Our target market is individual consumers who use our services to meet both professional and personal needs. Our target subscribers generally exhibit above average usage, revenue and loyalty characteristics. We believe our target market is attracted to the services and pricing plans we offer, as well as the quality of and data speeds provided by our network. NII's registered office is at 12110 Sunset Hills Road, Suite 600, Reston, VA 20190, and its telephone number is (703) 390-5100.

NII International Holdings S.à r.l.

NIIH is a private limited liability company ( société à responsabilité limitée ) organized under the Laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of NII that owns all of the issued and outstanding shares ( parts sociales ) of NII Brazil. NIIH's registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies Register under the number B 149229. NIIH's telephone number is (703) 390-5100.

NII Brazil Holdings S.à r.l.

NII Brazil is a private limited liability company ( société à responsabilité limitée ) organized under the Laws of the Grand Duchy of Luxembourg and an indirect wholly owned subsidiary of NII that holds approximately 70% of the equity interests of Nextel Holdings. NII Brazil's registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies' Register under the number B 230537. NII Brazil's telephone number is (703) 390-5100.

Nextel Holdings S.à r.l.

Nextel Holdings is a private limited liability company ( société à responsabilité limitée ) organized under the Laws of the Grand Duchy of Luxembourg and is the indirect subsidiary of NII that holds through McCaw International (Brazil), LLC and Airfone Holdings, LLC all of the issued and outstanding equity of Nextel Participações Ltda., a limited liability company organized under the laws of Brazil ("Brazil Parent"). Brazil Parent and McCaw International (Brazil), LLC, a limited liability company organized under the Laws of Virginia and a direct wholly owned subsidiary of Nextel Holdings, own all of the issued and outstanding equity of Nextel Brazil. Nextel Holdings' registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies Register under the number B 214361. Nextel Holdings' telephone number is (703) 390-5100.

América Móvil, S.A.B. de C.V.

AMX is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. AMX's principal executive offices are located at Lago Zurich 245, Plaza Carso / Edificio Telcel, Colonia Ampliación Granada, Delegación Miguel Hidalgo, 11529 Mexico City, Mexico. AMX's telephone number at this location is (5255) 2581-4449. AMX provides telecommunications services in 25 countries. AMX is a leading telecommunications services provider in Latin America, ranking first in wireless, fixed-line, broadband and Pay TV services based on the number of revenue generating units ("RGUs"). AMX's largest operations are in Mexico and Brazil, which together account for over half of AMX's total RGUs and where AMX has the largest market share based on RGUs. AMX also has operations in 16 other countries in the Americas and seven countries in Central and Eastern Europe.

AI Brazil Holdings, B.V.

AI Brazil is a corporation existing under the Laws of The Netherlands. AI Brazil's executive offices are located at Prins Bernhardplein 200, 1097 JD Amsterdam, Netherlands and its telephone number is +31 (0) 205 214 777. AI Brazil currently owns approximately 30% of the outstanding equity interests of Nextel Holdings. Other than the holding of its ownership interest in Nextel Holdings and matters ancillary thereto, or in connection with the transactions contemplated by the Purchase Agreement, AI Brazil does not conduct any other business operations.

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SUMMARY TERM SHEET

OPINIONS OF NII'S FINANCIAL ADVISORS (Page 45)

NII retained Rothschild & Co US Inc. ("Rothschild & Co") and Greenhill & Co., LLC ("Greenhill") to act as its financial advisors in connection with a potential sale, merger or other business combination involving NII. Each of Rothschild & Co and Greenhill considered the fairness, from a financial point of view, to NII of the consideration payable in the transactions contemplated by the Purchase Agreement, including the Nextel Brazil Transaction and the AI Brazil Transaction (each as defined below, and such transactions, collectively, the "Transactions") in the aggregate amount of $974 million (the "Consideration"), consisting of $905 million in cash (the "Cash Consideration"), together with the capital lease obligations of Nextel Brazil, carried at December 31, 2018 at a value of approximately $69 million in the aggregate, to be indirectly assumed by AMX, which will not be deducted from the Cash Consideration and was deemed indirect, further consideration payable in the Transactions for purposes of the opinion and analyses of each of Rothschild & Co and Greenhill.

On March 17, 2019, at a meeting of the Board held to evaluate the Transactions, Rothschild & Co rendered to the Board its opinion to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Rothschild & Co's written opinion, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII. The full text of Rothschild & Co's written opinion, dated March 17, 2019, to the Board, which sets forth, among other things, the assumptions, procedures, factors, qualifications and limitations on the review undertaken by Rothschild & Co in connection with such opinion, is attached to this proxy statement as Annex F . The description of Rothschild & Co's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Rothschild & Co's opinion. Rothschild & Co's opinion was provided to the Board in connection with the Board's evaluation of the Transactions and was limited to the fairness, from a financial point of view, to NII of the Consideration payable in the Transactions pursuant to the Purchase Agreement, and Rothschild & Co did not express any opinion as to any underlying decisions which NII would make to engage in the Transactions or any alternative transaction, or the relative merits of the Transactions as compared to any alternative transaction. Rothschild & Co's opinion did not constitute a recommendation to the Board as to whether to approve the Transactions or a recommendation as to how any holder of common stock of NII should vote or otherwise act with respect to the Transactions or any other matter. Rothschild & Co's opinion did not address the Dissolution and did not constitute a recommendation to the Board as to whether to approve the Dissolution or a recommendation as to how any holder of common stock of NII should vote or otherwise act with respect to the Dissolution. The full text of Rothschild & Co's written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Rothschild & Co in preparing its opinion.

On March 17, 2019, at a meeting of the Board held to evaluate the Transactions, Greenhill rendered to the Board its opinion to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Greenhill's written opinion, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII. The full text of Greenhill's written opinion, dated March 17, 2019, to the Board, which sets forth, among other things, the assumptions, procedures, factors, qualifications and limitations on the review undertaken by Greenhill in connection with such opinion, is attached to this proxy statement as Annex G . The description of Greenhill's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Greenhill's opinion. Greenhill's opinion was provided to the Board in connection with the Board's evaluation of the Transactions and was limited to the fairness, from a financial point of view, to NII of the Consideration payable in the Transactions pursuant to the Purchase Agreement, assumed that the terms of the Transactions were the most beneficial terms from NII Brazil's perspective that could under the circumstances be negotiated among the parties to the Transactions, and no opinion was expressed as to whether any alternative transaction might produce consideration for NII in an amount in excess of the Consideration. Greenhill's opinion was not intended to be and did not constitute a recommendation to the members of the Board as to whether they should approve the Transactions or the Purchase Agreement or take any other action in connection therewith, nor did it constitute a recommendation as to how any stockholder of NII should vote or otherwise act with respect to the Transactions. Greenhill's opinion did not address the Dissolution and was not intended to be and did not constitute a recommendation to the members of the Board as to whether they should approve the Dissolution or take any other action in connection therewith, nor did it constitute a recommendation as to how any stockholder of NII should vote or otherwise act with respect to the Dissolution. The full text of Greenhill's written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Greenhill in preparing its opinion.

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SUMMARY TERM SHEET

THE PURCHASE AGREEMENT (Page 55)

Pursuant to the Purchase Agreement, NIIH will sell all of the issued and outstanding shares of NII Brazil to AMX (the "Nextel Brazil Transaction"). Also pursuant to the Purchase Agreement, concurrent to and as a condition of the consummation of the Nextel Brazil Transaction, AI Brazil will sell all of its interests in Nextel Holdings to NII Brazil (the "AI Brazil Transaction") so that immediately prior to the closing of the Nextel Brazil Transaction, NII Brazil will hold 100% of Nextel Holdings. At the closing of the Nextel Brazil Transaction and the AI Brazil Transaction, AMX will directly own all of the issued and outstanding shares of NII Brazil and, through its wholly owned subsidiaries, indirectly own all of the issued and outstanding shares of Nextel Brazil.

Under the terms of the Purchase Agreement, AMX will acquire all of the issued and outstanding shares of NII Brazil for an aggregate purchase price of $905 million less net debt and subject to certain adjustments at closing, including reimbursement of capital expenditures up to a budgeted amount from March 1, 2019 to closing, a working capital adjustment (subject, in the case of an increase in net working capital, to a cap based on budgeted changes in working capital through the earlier of closing or December 31, 2019), and a deduction for the amount (if any) by which certain budgeted selling and marketing costs exceed actual spend on such costs from March 1, 2019 to closing. NII will receive approximately 70% of the final net proceeds after deducting a $2 million preferred share return due to AI Brazil and deducting certain transaction expenses and increases in accrued tax contingencies, if any. AMX will place $30 million of NII's portion of the net proceeds into an 18-month escrow account to secure NII's indemnification obligations under the Purchase Agreement.

In connection with the Sale, NII and AI Brazil have also entered into an agreement (the "Side Letter"), which, among other matters, resolves an outstanding disagreement regarding the treatment of our investment into Nextel Holdings through an agreement regarding the sharing of any proceeds that may be released from an escrow account related to NII's sale of its operations in Mexico (the "Mexico Escrow").

Below is a current organizational chart of NII and its subsidiaries that details the transaction perimeter:

GRAPHIC

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SUMMARY TERM SHEET

TERMINATION OF THE PURCHASE AGREEMENT (Page 55)

The Purchase Agreement may be terminated in the following circumstances:

by mutual written consent of NII, NIIH, AMX and AI Brazil;

automatically, if the closing has not occurred and AMX and NII have not agreed in writing to the 2020 Transaction Budget (as defined in the Purchase Agreement) prior to 5:00 p.m., New York City time, on December 31, 2019;

by either AMX or NII if the closing has not occurred by 5:00 p.m., New York City time, on December 31, 2019 (the "Termination Date"), unless all conditions to closing (other than certain regulatory and antitrust conditions) have been satisfied and AMX and NII have agreed in writing to the 2020 Transaction Budget, in which case the Termination Date will be automatically extended to March 31, 2020;

by AMX, AI Brazil or NII if the Closing has not occurred by 5:00 p.m., New York City time, on March 31, 2020;

by either AMX or NII if:

    there is in effect any law or final non-appealable order of a governmental authority that restrains, enjoins or otherwise prohibits the consummation of the Sale; or

    the required approval of NII's stockholders is not obtained at the Special Meeting (including any adjournment or postponement thereof) at which a vote on such approval is taken;

by AMX if:

    there has been a breach of any of AI Brazil's, NIIH's or NII's representations, warranties or covenants contained in the Purchase Agreement that would result in the failure of the applicable closing condition to be satisfied, and such breach is not cured by the earlier of (i) 10 business days following AMX's written notice to NII and (ii) the Termination Date;

    any condition to AMX's obligations to consummate the Sale and related transactions has become incapable of satisfaction by the Termination Date, other than as a result of a breach by AMX of the Purchase Agreement, and such condition is not waived by AMX; or

    prior to NII's stockholders' approval of the Sale, (i) an Adverse Recommendation Change (as defined under the section entitled " Break-up Fee " beginning on page 56) has occurred, or (ii) we or NIIH intentionally breached certain non-solicitation obligations;

by NII if:

    there has been a breach of any of AMX's representations, warranties or covenants contained in the Purchase Agreement which would result in the failure of the applicable closing condition to be satisfied, and such breach has not been cured by the earlier of (i) 10 business days following NII's written notice to AMX and (ii) the Termination Date;

    any condition to NIIH's obligations to consummate the Sale and related transactions has become incapable of satisfaction by the Termination Date, other than as a result of a breach by NIIH of the Purchase Agreement, and such condition is not waived by NIIH; or

    prior to NII's stockholders' approval of the Sale, our Board has authorized NII or its subsidiaries to enter into a definitive agreement with respect to a superior proposal, provided that we have complied with the non-solicitation obligations set forth in the Purchase Agreement and we pay the break-up fee to AMX.

BREAK-UP FEE AND EXPENSE REIMBURSEMENT (Page 56)

If the Purchase Agreement is terminated under certain circumstances prior to completion of the Sale, we will be required to (i) pay AMX a $25 million break-up fee or (ii) in the event that stockholders fail to approve the Sale, reimburse AMX for costs and expenses related to the proposed transaction up to $2 million.

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REGULATORY AND ANTITRUST APPROVALS (Page 60)

The Purchase Agreement requires the parties to submit certain filings and obtain the approval of the Brazilian Telecommunications Agency (ANATEL) ( Agência Nacional de Telecomunicações ) and other governmental authorities that are required to be received in connection with the consummation of the transactions contemplated by the Purchase Agreement. The Purchase Agreement also requires the parties to submit certain required filings to, and obtain the approval of, the Brazilian antitrust authority (CADE) ( Conselho Administrativo de Defesa Econômica ).

NO SOLICITATION / SUPERIOR PROPOSAL (Page 60)

The Purchase Agreement restricts NII's ability to solicit acquisition proposals relating to NII or its Brazilian operations from third parties or to provide information to, or to engage in discussions or negotiations with, third parties regarding any such proposal or any inquiry that may reasonably be expected to lead to such a proposal. However, under certain circumstances, and in compliance with certain obligations contained in the Purchase Agreement, NII is permitted to engage in negotiations with, and provide information to, third parties that have made an unsolicited acquisition proposal if such proposal did not result from a breach of the non-solicitation provisions of the Purchase Agreement and the Board determines in good faith, after consultation with its legal and financial advisors, that the proposal constitutes or is reasonably likely to result in a Superior Proposal (as described below under " No Solicitation / Superior Proposal " beginning on page 60).

CONDITIONS TO THE SALE (Page 62)

The obligations of AMX to complete the Sale and related transactions are also subject to the satisfaction or waiver of other conditions, including that:

subject to certain materiality qualifiers, the representations and warranties made in the Purchase Agreement by NII and NIIH shall be true and correct as of the date of the Purchase Agreement and as of the closing date, and AMX shall have received a certificate signed by an executive officer of NII certifying the condition has been satisfied;

subject to certain materiality qualifiers, the representations and warranties made in the Purchase Agreement by AI Brazil shall be true and correct as of the date of the Purchase Agreement and as of the closing date, and AMX shall have received a certificate signed by an authorized officer of AI Brazil certifying the condition has been satisfied;

NII and NIIH shall have performed and complied in all respects with their obligations relating to intercompany notes and shall have performed and complied in all material respects with all other obligations and agreements required by the Purchase Agreement to be performed or complied with by NII or NIIH on or before the closing date, and AMX shall have received a certificate signed by an executive officer of NII certifying the condition has been satisfied;

AI Brazil shall have performed and complied in all material respects with all obligations and agreements required by the Purchase Agreement to be performed or complied with by AI Brazil on or before the closing date, and AMX shall have received a certificate signed by an authorized officer of AI Brazil certifying the condition has been satisfied;

since the date of the Purchase Agreement, there shall not have occurred any effect that, individually or in the aggregate, has had or is reasonably expected to have a Seller Material Adverse Effect, and AMX shall have received a certificate signed by an executive officer of NII certifying the condition has been satisfied;

the closing deliverables required under the Purchase Agreement shall have been delivered to AMX;

the AI Brazil Transaction shall have been consummated prior to or concurrently with the closing;

AMX shall have received (i) evidence satisfactory to AMX that the Indenture dated August 14, 2018 with respect to NII's 4.25% Convertible Senior Notes due 2023 (the "Indenture") has been amended to eliminate the obligations under Article 11 of the Indenture and any similar successor obligor provisions, or (ii) from NII and the Indenture trustee an executed escrow agreement in accordance with Article 11 of the Indenture providing for a deposit, at the closing of the Sale, of certain escrow amounts sufficient to satisfy NII's obligations under the Indenture; and

the required regulatory approval and antitrust approval shall each have been obtained without the imposition of any burdensome condition (as described below under " Regulatory and Antitrust Approvals " beginning on page 60).

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The obligations of NIIH and AI Brazil to complete the Sale and related transactions are also subject to the satisfaction or waiver of other conditions, including that:

subject to certain materiality qualifiers, the representations and warranties made in the Purchase Agreement by AMX shall be true and correct as of the date of the Purchase Agreement and as of the closing date, and NIIH and AI Brazil shall have received a certificate signed by an authorized officer of AMX certifying that the condition has been satisfied;

AMX shall have performed and complied in all material respects with all obligations and agreements required by the Purchase Agreement to be performed or complied with by AMX on or before the closing date, and NIIH and AI Brazil shall have received a certificate signed by an authorized officer of AMX certifying that the condition has been satisfied; and

the closing deliverables required under the Purchase Agreement shall have been delivered to NIIH and AI Brazil.

Each party's obligation to complete the Sale and related transactions is subject to the satisfaction or waiver of the following conditions:

the absence of any law or order prohibiting the consummation of the Sale and the other transactions contemplated by the Purchase Agreement;

the required regulatory approval and antitrust approval having been obtained; and

the approval of the Sale by the affirmative vote of the holders of a majority of the outstanding NII shares entitled to vote on the Sale.

SURVIVAL AND INDEMNIFICATION (Page 63)

Subject to certain limitations, we have agreed to indemnify and hold AMX and its affiliates harmless from and against any losses incurred as a result of certain of our or NIIH's breaches of the terms of the Purchase Agreement.

We will not have any liability for claims for indemnification with respect to any breach of any non-fundamental representation or warranty made by us or NIIH in the Purchase Agreement unless and until the amount of aggregate damages exceeds $7 million, subject to certain other exclusions for de minimis items. Our indemnity liability with respect to any breach of any non-fundamental representation or warranty made by us or NIIH in the Purchase Agreement and with respect to pre-closing taxes will not exceed the escrow amount of $30 million. However, the limitations set forth in this paragraph do not apply to claims for indemnification in respect of any breach of fundamental representations made by NII and NIIH.

APPRAISAL RIGHTS (Page 65)

NII stockholders do not have dissenters' or appraisal rights in connection with the Sale and other transactions contemplated by the Purchase Agreement under the Delaware General Corporation Law (the "DGCL") or NII's organizational documents.

AMENDMENT TO THE PURCHASE AGREEMENT (Page 64)

On April 17, 2019, AMX, NIIH, AI Brazil and NII entered into an amendment to the Purchase Agreement that:

extends the deadline for filing this proxy statement with the U.S. Securities and Exchange Commission ("SEC") to April 24, 2019; and

amends and restates an exhibit to the Purchase Agreement, which addresses the final description of the accounting policies NII used to prepare certain audited consolidated financial statements and provides for an illustrative calculation of the purchase price.

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INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS IN THE SALE (Page 66)

In considering the recommendation of our Board with respect to the Sale Proposal, you should be aware that directors and certain executive officers may be entitled to acceleration of outstanding equity awards, potential severance benefits, change of control payments and other payments, and, as such, may have interests in the Sale that are different from your interests as a stockholder and such interests may present actual or potential conflicts of interest. In addition, our directors and executive officers have ongoing rights to indemnification and insurance coverage for acts or omissions occurring prior to the Sale.

As of May 23, 2019, the Record Date, we expect that our directors and executive officers will hold, in the aggregate, approximately 1% of the shares of NII's common stock entitled to vote at the Special Meeting.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SALE (Page 65)

The Sale is entirely a corporate action. The Sale will not result in any direct U.S. federal income tax consequences to our stockholders. We believe that we will not incur any U.S. federal income tax as a result of the Sale. Each stockholder is urged to consult his or her own tax advisor as to the federal income tax consequences of the Sale.

CERTAIN ACCOUNTING CONSEQUENCES OF THE SALE (Page 65)

After we determine that it is probable the Sale will occur, we will start accounting for NII Brazil and its subsidiaries (including Nextel Brazil) as held-for-sale. We currently anticipate that the Sale will become probable of occurring after certain conditions precedent for the Sale to close are met, including stockholder approval. Under held-for-sale accounting, prior to the disposal of NII Brazil, we are required to report NII Brazil on our balance sheet at the lower of its carrying value or fair value less cost to sell. Based on NII Brazil's carrying value as of December 31, 2018, we expect that the fair value less cost to sell will exceed the carrying value. As a result, we do not expect to recognize a loss upon initially determining that NII Brazil should be accounted for as held-for-sale.

In addition, upon determining that it is probable the Sale will occur, we expect to recognize a $16 million liability with respect to our obligation to pay to AI Brazil the first $10 million recovered from the Mexico Escrow followed by 6% of the value of additional funds recovered from the Mexico Escrow.

Upon determining that NII Brazil is held-for-sale, we will present NII Brazil as a discontinued operation in our consolidated financial statements. As a result, we will present NII Brazil's results of operations as a single line item under discontinued operations within NII's consolidated statement of operations, and NII Brazil's assets and liabilities as single line items under assets and liabilities held-for-sale within current and non-current assets and liabilities on our consolidated balance sheet.

Upon closing of the Sale, we will derecognize NII Brazil's and its subsidiaries' (including Nextel Brazil) assets and liabilities from our balance sheet and will reflect therein the effect of the receipt of the proceeds from the Sale. Also, upon closing of the Sale, we will derecognize AI Brazil's noncontrolling interest investment, as well as the cumulative foreign currency translation adjustment. We will also be required to record a liability, pursuant to the applicable accounting rules related to guarantees, for the fair value of our indemnification obligations under the Purchase Agreement.

Further, upon closing of the Sale, we expect to record a gain on the sale equal to the difference between the purchase price received, net of the fair value of any indemnification obligations, and the carrying value of NII Brazil.

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EFFECTS ON NII IF THE SALE IS COMPLETED (Page 66)

If the Sale is completed, AMX will acquire all of the equity interests in NII Brazil for an aggregate purchase price of $905 million less net debt and subject to certain adjustments at closing, including reimbursement of capital expenditures up to a budgeted amount from March 1, 2019 to closing, a working capital adjustment (subject, in the case of an increase in net working capital, to a cap based on budgeted changes in working capital through the earlier of closing or December 31, 2019), and a deduction for the amount (if any) by which certain budgeted selling and marketing costs exceed actual spend on such costs from March 1, 2019 to closing. NII will receive approximately 70% of the final net proceeds after deducting a $2 million preferred share return due to AI Brazil and deducting certain transaction expenses and increases in accrued tax contingencies, if any. AMX will place $30 million of NII's portion of the net proceeds into an 18-month escrow account to secure NII's indemnification obligations under the Purchase Agreement.

Pursuant to the Side Letter, NII and AI Brazil have agreed that after the closing of the Nextel Brazil Transaction, AI Brazil will be entitled to the first $10 million and 6% of any additional amounts recovered from the Mexico Escrow, in both cases, if and when funds are released. NII has also agreed to indemnify AI Brazil for damages that may arise from certain tax contingencies, transaction expenses, transaction-related litigation and other matters in connection with its participation in the Nextel Brazil Transaction.

After we complete the Sale, we intend to dissolve, assuming that our stockholders authorize the Dissolution. As part of the Dissolution, the remaining proceeds from the Sale, combined with the proceeds received from the Mexico Escrow and our other cash assets, would be distributed from time to time to our stockholders, subject to payment of general expenses associated with the Dissolution, the payment of all known liabilities and the reservation of funds intended to pay possible future and contingent liabilities, in accordance with the Plan of Dissolution and Delaware law. See " Our Plan of Dissolution" beginning on page 72.

If our stockholders do not authorize the Dissolution, or if for any other reason our Board decides not to proceed with the Dissolution, we may continue to operate, although we will not have any operational assets, and our Board may consider distributing some of our cash assets to our stockholders or investing in new wireless communications properties or interests, subject to the sole discretion of our directors, based on what they believe is in the best interests of NII and our stockholders.

THE PLAN OF DISSOLUTION (Page 72)

The Plan of Dissolution, which is attached to this proxy statement as Annex D , provides for the Dissolution of NII. The Plan of Dissolution provides that we will file a certificate of dissolution (the "Certificate of Dissolution") following the required stockholder approval and completion of the transactions contemplated by the Purchase Agreement; however, the decision of whether or not to proceed with the Dissolution and when to proceed will be made by the Board in its sole discretion. No further stockholder approval would be required to effect the Dissolution. However, if the Board determines that the Dissolution is not in the best interest of the Company and the best interest of our stockholders, the Board may, in its sole discretion, abandon the Dissolution or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

When approving the Plan of Dissolution and the Dissolution, our Board specified that the Dissolution is subject to the completion of the transactions contemplated by the Purchase Agreement. Therefore, if the Dissolution is approved but (i) the Sale Proposal is not approved by our stockholders or (ii) the Sale is not consummated, our Board will abandon the Plan of Dissolution and the Dissolution.

Under the Plan of Dissolution, we will:

file the Certificate of Dissolution with the Secretary of State of the State of Delaware (the "Secretary of State") at such time as the Board deems appropriate;

not engage in any business activities, except to the extent necessary or appropriate or incidental to preserving the value of our assets and winding up our business affairs in accordance with the Plan of Dissolution;

select, retain, hire, employ or contract with such employees, consultants, agents, trustees, independent professional advisors (including legal counsel, accountants and financial advisors) and others, as the Board determines to be necessary or advisable to effect the Dissolution; and may, in the Board's absolute discretion, pay the Company's officers, directors, employees, consultants, agents and other representatives, compensation or additional compensation above their regular compensation in recognition of the extraordinary efforts required to implement the Plan of Dissolution;

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pay or make reasonable provisions to pay all of our claims and obligations, including contingent, conditional or unmatured contractual claims known to the Company;

make such provisions as will be reasonably likely to be sufficient to provide compensation for any claim against the Company that is the subject of a pending action, suit or proceeding to which we are a party;

make such provisions as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the Company or that have not arisen, but that, based on the facts known to the Company, are likely to arise or become known to the Company within the time periods specified in the DGCL;

liquidate all of our assets to cash before using any assets to satisfy claims, pay costs and expenses or make any distribution to our stockholders, unless the Board otherwise determines to be necessary or advisable;

determine whether and when to transfer our remaining property and assets to a liquidating trust; and

distribute any remaining assets to our stockholders.

AUTHORITY OF THE BOARD (Page 76)

Notwithstanding the authorization of the Dissolution by our stockholders as described in this proxy statement, our Board will have the right, as permitted by the DGCL, to abandon the Dissolution at any time before it becomes effective and terminate our Plan of Dissolution, without any action by our stockholders, if our Board determines that to do so is in the best interest of the Company and our stockholders. Without further action by our stockholders, our Board may, to the extent permitted by Delaware law, modify or amend any part of our Plan of Dissolution, and may provide for exceptions to or clarifications of the terms of our Plan of Dissolution. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

Our Board, without further action by our stockholders, is authorized to take all actions as the Board deems necessary, advisable or appropriate to implement our Plan of Dissolution. All determinations and decisions to be made by our Board will be at the absolute and sole discretion of our Board.

TRADING OF OUR COMMON STOCK (Page 75)

From and after the effective time of the Dissolution as set forth in the Certificate of Dissolution (the "Final Record Date"), and subject to applicable law, each holder of shares of our common stock shall cease to have any rights in respect of that stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Dissolution and the DGCL. We expect the effective time of the Dissolution to be as soon as reasonably practicable after the Dissolution is approved by our stockholders and the consummation of the Sale, and we intend to provide advance notice to our stockholders prior to closing our stock transfer records. After the effective time of the Dissolution, our stock transfer records shall be closed, and we will not record or recognize any transfer of our common stock occurring after the Final Record Date, except, in our sole discretion, such transfers occurring by will, intestate succession or operation of law as to which we have received adequate written notice. Under the DGCL, no stockholder shall have any appraisal rights in connection with the Dissolution.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED LIQUIDATION AND DISSOLUTION (Page 76)

If the Dissolution is approved and implemented, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to the difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder's adjusted tax basis in each share of our common stock. Each stockholder is urged to consult his or her own tax advisor as to the federal income tax consequences of the Dissolution.

Every stockholder's vote is important. Accordingly, you should sign, date and return the enclosed proxy card, vote via the Internet or by telephone, or provide instructions to your broker or other nominee whether or not you plan to attend the Special Meeting in person.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, THE SALE AND THE DISSOLUTION

The following questions and answers are intended to address some commonly asked questions regarding the Special Meeting, the Sale and the Dissolution. These questions and answers may not address all questions that may be important to you as a NII stockholder. You should carefully read the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement.

Q:
Why am I receiving this proxy statement?

A:
You are receiving this proxy statement because NII and NIIH entered into the Purchase Agreement with AMX and AI Brazil under which NIIH will sell all of its interests in NII Brazil to AMX, and AI Brazil will concurrently sell all of its interests in Nextel Holdings to NII Brazil. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings, which is the entity that, indirectly through its wholly owned subsidiaries, owns all of the remaining operating assets of the Company. This will constitute a sale of all or substantially all of NII's assets. As a Delaware corporation, NII is subject to the DGCL. Under Section 271 of the DGCL, a Delaware corporation may not sell all or substantially all of its assets without the approval of a majority of the outstanding stock of the company entitled to vote thereon. Stockholder approval is also one of the conditions to the closing of the Sale specified in the Purchase Agreement.

    Also, you are receiving this proxy statement because the Board has adopted the Plan of Dissolution, subject to the completion of the transactions contemplated by the Purchase Agreement. The Dissolution, if approved, would constitute a complete liquidation and dissolution of the Company. Under Section 275 of the DGCL, if it should be deemed advisable in the judgment of the board of directors of a Delaware corporation that it should be dissolved and the board of directors adopts a resolution to that effect, the proposed dissolution must be approved by a majority of the outstanding stock of the company entitled to vote thereon.

Q:
When and where is the Special Meeting going to be held ?

A:
The Special Meeting will take place on June 27, 2019, at 10:00 a.m., Eastern Time, at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia, 20190, USA.

Q:
What is the purpose of the Special Meeting?

A:
At the Special Meeting, stockholders will be asked to:

consider and cast a vote on the Sale Proposal;
consider and cast a vote on the Dissolution Proposal;
provide an advisory vote on the Compensation Proposal; and
cast a vote on the Adjournment Proposal, if necessary.

Q:
Which stockholders may vote?

A:
The holders of NII common stock at the close of business on the Record Date are entitled to receive notice of, to attend and to vote one vote per share on each matter at the Special Meeting or any adjournment or postponement of the Special Meeting.

    As of May 3, 2019, there were 101,580,702 shares of common stock outstanding. As of the close of business on the Record Date, we expect there will be approximately 101.7 million shares of common stock outstanding and entitled to vote. A complete list of stockholders entitled to vote at the Special Meeting will be available for examination at the time and place of the Special Meeting.

Q:
How does the Board recommend that I vote?

A:
The Board carefully reviewed and considered the financial position of NII, including its available cash, investments and outstanding debt, a stand-alone plan, a range of potential strategic alternatives, the terms and conditions of the Purchase Agreement, all of the transactions contemplated by the Purchase Agreement and the Plan of Dissolution. The

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    Board unanimously determined that the Purchase Agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of the Company and the Company's stockholders, approved and declared advisable the Sale and the Purchase Agreement and the consummation of the transactions contemplated thereby, and directed that the Purchase Agreement and the Sale and the other transactions contemplated thereby be submitted to NII's stockholders for approval. The Board unanimously determined that the Dissolution was advisable and in the best interests of the Company and our stockholders, approved the Dissolution and the Plan of Dissolution and directed that the Plan of Dissolution and the Dissolution be submitted to NII's stockholders for approval. The Board unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal, "FOR" the Compensation Proposal and "FOR" the Adjournment Proposal. For a discussion of the factors considered by our Board in reaching its conclusions, see " Background of the Sale" on page 34, " Recommendation of the Board and Reasons for the Sale " on page 43 and " Our Plan of Dissolution " on page 72.

Q:
Why is NII seeking a stockholder vote on the Compensation Proposal?

A:
The SEC has adopted rules that require NII to seek a non-binding, advisory vote on the compensation payments that will or may be made to its named directors and executive officers in connection with the Sale. We urge you to read the section entitled " Interests of Our Directors and Executive Officers in the Sale " on page 66.

Q:
Why is NII seeking a stockholder vote on the Adjournment Proposal?

A:
Adjourning the Special Meeting to a later date will give us additional time to solicit proxies to vote in favor of approval of the Sale Proposal if there are not sufficient votes in favor of the proposal.

Q:
Who can attend the Special Meeting?

A:
Only stockholders of record as of the close of business on the Record Date, or their duly appointed proxies, may attend the Special Meeting. All stockholders will be asked to present valid picture identification, such as a driver's license or passport. Please note that, if you hold your shares in "street name" (that is, through a bank, broker or other nominee), you must bring either a copy of the vote instruction form provided by your bank, broker or other nominee or a copy of a brokerage statement reflecting your stock ownership as of the Record Date.

    Cameras and video recording devices will not be permitted at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting beginning ten days prior to the Special Meeting during ordinary business hours at 12110 Sunset Hills Road, Suite 600, Reston, Virginia, 20190, USA, our principal place of business, and ending on the date of the Special Meeting.

Q:
How many votes must be present at the Special Meeting to constitute a quorum?

A:
The holders of shares representing a majority of the votes that may be cast by the entire capital stock of the Company issued and outstanding and entitled to vote at the Special Meeting with respect to a particular matter, present in person or represented by proxy, constitutes a quorum with respect to each matter to be voted upon at the Special Meeting and is necessary for the transaction of business at the Special Meeting. Abstentions will be counted for purposes of determining the presence of a quorum. Broker non-votes (discussed below) will not occur at the Special Meeting.

Q:
How many votes can be cast by all stockholders?

A:
We expect that approximately 101.7 million votes may be cast at the Special Meeting. Each stockholder is entitled to cast one vote for each share of common stock held by such stockholder as of the Record Date. As of the close of business on the Record Date, we expect there will be approximately 101.7 million shares of common stock outstanding and entitled to vote. There is no cumulative voting and the holders of our common stock vote together as a single class.

Q:
What vote is needed for each of the proposals to be adopted?

A:
The Sale Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Sale Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Sale Proposal.

    The Dissolution Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Dissolution Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Dissolution Proposal.

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    The Compensation Proposal and the Adjournment Proposal must be approved by the affirmative vote of a majority of the votes properly cast at the Special Meeting (in person or represented by proxy) on such matters. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote will have no effect on the outcome of the Compensation Proposal or the Adjournment Proposal. The vote on the Compensation Proposal is an advisory vote only and will not be binding on NII or the Board.

Q:
What is a broker non-vote?

A:
Broker non-votes occur when shares that are being voted by brokers with discretionary authority are counted as present for purposes of determining whether there is a quorum, but brokers are not permitted to vote on certain matters at such meeting without instructions from the beneficial owner and instructions are not given. These matters are referred to as "non-routine" matters. If all of the matters to be voted on at a meeting are "non-routine", then shares that brokers have discretionary authority to vote will not be treated as present for purposes of determining whether there is a quorum. All of the matters scheduled to be voted on at the Special Meeting are "non-routine".

    Accordingly, no broker non-votes will occur at the Special Meeting and if you fail to provide your broker with voting instructions, the shares that your broker has discretionary authority to vote will not be treated as present for purposes of determining whether there is a quorum.

Q: How do I vote?

A:


Stockholder of Record

 


If you are a stockholder of record (that is, stockholders who hold their shares in their own name), there are four ways to vote:

 


GRAPHIC


In person. You may vote in person at the Special Meeting. NII will give you a ballot when you arrive.

 


GRAPHIC


Via the Internet. You may vote by proxy via the Internet by following the instructions provided on the proxy card.

 


GRAPHIC


By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.

 


GRAPHIC


By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

 


If you are a stockholder of record and a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.

 


Beneficial Owner .

 


If you are a beneficial owner of shares held in street name (that is, shares held in the name of a bank, broker or other holder of record), the materials were forwarded to you by the organization holding your account and there are up to four ways to vote:

 


GRAPHIC


In person. If you wish to vote in person at the Special Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

 


GRAPHIC


Via the Internet. You may be eligible to vote by proxy via the Internet by following the instructions on the vote instruction form.

 


GRAPHIC


By Telephone. You may be eligible to vote by proxy by following the instructions on the vote instruction form.

 


GRAPHIC


By Mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided.

 


Please refer to the voting instruction form provided by your bank, broker or other holder of record for more information on the various ways to vote.

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Q:
Can I change my vote?

A:
A stockholder has the power to revoke his or her proxy or change his or her vote at any time before the proxy is voted at the Special Meeting. If your shares are held in street name by a broker, bank or other financial institution, you must contact that institution to change your vote. If you are a stockholder of record, you can revoke your proxy or change your vote in one of five ways:

you can send a signed written notice of revocation to our corporate secretary at the address noted below to revoke your proxy;
you can send a completed proxy card bearing a later date than your original proxy to us indicating the change in your vote;
you can vote again on a later date on the Internet or by telephone (only your latest proxy submitted prior to the Special Meeting will be counted);
you can attend the Special Meeting and vote in person, which will automatically cancel any proxy previously given; or
you can revoke your proxy in person at the Special Meeting, but attendance at the Special Meeting alone will not revoke any proxy that you have given previously.

    If you choose any of the first three methods, we must receive the described notice or proxy no later than the beginning of the Special Meeting. If you choose the fourth or fifth methods, you will be asked to present documents for the purpose of establishing your identity as a stockholder on the Record Date. Before the Special Meeting, any written notice of revocation should be sent to NII Holdings, Inc., 12110 Sunset Hills Road, Suite 600, Reston, Virginia 20190, Attention: General Counsel. Any notice of revocation that is delivered at the Special Meeting should be hand delivered to our General Counsel before a vote is taken. Once voting on a particular matter is completed at the Special Meeting, you will not be able to revoke your proxy or change your vote as to that matter.

    If you are a stockholder of record and a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.

Q:
Could other matters be decided by the Special Meeting?

A:
Our Board does not intend to bring any matter before the Special Meeting other than those described in this proxy statement. If any other matters are properly brought before the Special Meeting by the presiding officer of such meeting or by or at the direction of a majority of the entire Board, the persons named in the enclosed proxy card, or their duly appointed substitutes acting at the Special Meeting, will be authorized to vote or otherwise act in respect of any such matters in their discretion.

Q:
What happens if I do not provide voting instructions?

A:
Stockholder of Record.


If you are a stockholder of record and you sign, date and return the enclosed proxy card but do not specify how to vote, then your shares will be voted in accordance with the recommendations of the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the Special Meeting or any adjournments thereof.

    Beneficial Owner .

    If you are a beneficial owner of shares held in street name and hold your shares through a broker, bank or other financial institution, and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will not have authority to vote for any of the matters to be voted on at the Special Meeting. Brokers and other nominees have the discretion to vote on routine matters, but do not have the discretion to vote on non-routine matters such as the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may not vote your shares on the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal. The failure to provide voting instructions to your broker or other nominee will have the same effect as a vote "AGAINST" the Sale Proposal and the Dissolution Proposal.

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Q:
Who will pay the cost of this proxy solicitation?

A:
We will pay the cost of soliciting proxies on behalf of our Board. Our directors, officers and employees may solicit proxies on our behalf in person or by telephone, facsimile or electronically through the Internet, as described above. In addition, we have engaged MacKenzie Partners, Inc. ("MacKenzie") and Broadridge Financial Solutions, Inc. ("Broadridge") to assist us in the distribution of proxies. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common stock as of the Record Date.

Q:
How will I learn the results of the vote?

A:
To the extent practicable, preliminary voting results will be announced at the Special Meeting. The final voting results will be tallied by the inspector of elections and published in NII's Current Report on Form 8-K, which NII is required to file with the SEC within four business days following the Special Meeting and can be accessed on the investor relations area of our website at www.nii.com.

Q:
How can I access the proxy materials electronically?

A:
Copies of the Notice of Special Meeting and proxy statement, as well as other materials filed by us with the SEC, are available at www.proxyvote.com, and are available without charge to stockholders on our corporate website at www.nii.com or upon written request to NII Holdings, Inc., Attention: Investor Relations, 12110 Sunset Hills Road, Suite 600, Reston, Virginia, 20190.

Q:
How does NIIH intend to use the proceeds it receives from the Sale?

A:
The proceeds from the Sale will be used to pay off NII's outstanding debts and liabilities, including outstanding amounts under the convertible notes, outstanding service provider and vendor bills and outstanding professional fees relating to the costs of being a public company. The balance of the proceeds will be retained to pay ongoing corporate and administrative costs and expenses associated with winding down the Company, liabilities and potential liabilities relating to or arising out of our outstanding litigation matters, and potential liabilities relating to our indemnification obligations, if any, to AMX, AI Brazil, New Cingular Wireless (AT&T), or to current and former officers and directors. The Board will determine, in its sole discretion, the timing of the distribution of the remaining amounts, if any, to our stockholders in the Dissolution. The Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to NII's stockholders.

Q:
What will happen if the stockholders do not approve the Sale or the Sale is otherwise not completed?

A:
If the Sale is not completed, NII will remain an independent public company and stockholders will continue to own their NII shares and will continue to be subject to the same risks and opportunities as they currently are with respect to ownership of NII shares. NII will remain the controlling stockholder of Nextel Holdings by continuing to indirectly own approximately 70% of the outstanding equity interests of Nextel Holdings, and will remain active in the management of Nextel Holdings and the development of our Brazilian operations in accordance with NII's business plan.

Q:
What consideration will NII receive in the Sale?

A:
If the Sale is completed, AMX will acquire all of the equity interests in NII Brazil for an aggregate purchase price of $905 million less net debt and subject to certain adjustments at closing, including reimbursement of capital expenditures up to a budgeted amount from March 1, 2019 to closing, a working capital adjustment (subject, in the case of an increase in net working capital, to a cap based on budgeted changes in working capital through the earlier of closing or December 31, 2019), and a deduction for the amount (if any) by which certain budgeted selling and marketing costs exceed actual spend on such costs from March 1, 2019 to closing. NII will receive approximately 70% of the final net proceeds after deducting a $2 million preferred share return due to AI Brazil and deducting certain transaction expenses and increases in accrued tax contingencies, if any. AMX will place $30 million of NII's portion of the net proceeds into an 18-month escrow account to secure NII's indemnification obligations under the Purchase Agreement.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, THE SALE AND THE DISSOLUTION
Q:
Will I have appraisal rights or rights of objecting stockholders with respect to the Sale?

A:
No. Neither the DGCL nor our organizational documents provide for appraisal rights, rights of objecting stockholders or other similar rights in connection with a sale of substantially all of NII's assets.

Q:
Are there any risks related to the Sale?

A:
Yes. You should carefully review the section entitled " Risk Factors " beginning on page 22 of this proxy statement for a description of risks related to the Sale.

Q:
Will I owe any U.S. federal income taxes as a result of the Sale?

A:
No.

    You are urged to read the section entitled " Certain U.S. Federal Income Tax Consequences of the Sale " beginning on page 65 of this proxy statement for a summary of certain material U.S. federal income tax consequences of the Sale. In addition, you may owe certain U.S. federal income taxes as a result of distribution of the proceeds from the Sale.

Q:
What does the Plan of Dissolution entail?

A:
The Plan of Dissolution provides an outline of the steps for the Dissolution of NII. The Plan of Dissolution provides that we will file the Certificate of Dissolution following the required stockholder approval and completion of the transactions contemplated by the Purchase Agreement; however, the decision of whether or not to proceed with the Dissolution and when to proceed will be made by the Board in its sole discretion.

Q:
What will happen if the Dissolution is approved?

A:
If the Dissolution is approved by our stockholders, our Board will have sole discretion to determine if and when (at such time as they deem appropriate following stockholder approval of the Dissolution) to proceed with the Dissolution. If the Board decides to proceed with the Dissolution, we will liquidate any remaining assets, satisfy or make reasonable provisions for our remaining obligations, and make distributions to the stockholders of available proceeds, if any. The Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to NII's stockholders.

    If our Board determines that the Dissolution is not in our best interests or not in the best interests of our stockholders, our Board may direct that the Dissolution be abandoned, or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

Q:
Can NII estimate the distributions that the stockholders would receive in the Dissolution?

A:
We believe the value of our remaining assets that will ultimately be available for distribution to our stockholders, if any distribution is made, will be significantly less, in the aggregate, than the consideration to be received in the Sale, if and when the Sale is completed because we will need to use some of the proceeds to repay outstanding liabilities, including outstanding amounts under the convertible notes. In addition, the amount of consideration that we receive in the Sale will depend on factors outside of our control, including but not limited to currency exchange rates at the time of completion of the Sale and potential adjustments to the purchase price.

    We estimate that the aggregate amount of total cash distributions to our stockholders in the Dissolution will be approximately $156 million to $273 million. These amounts may be paid in one or more distributions. Such distributions will not occur until after the Certificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the precise net value of our remaining assets after the Sale, the ultimate amount of our liabilities, the operating costs and amounts to be set aside for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to stockholders or the timing of any such distributions. Although we cannot predict the timing or amount of any such distributions, the Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to NII's stockholders. See the section entitled " Estimated Distributions to Stockholders " beginning on page 68 of this proxy

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    statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our stockholders in the Dissolution.

Q:
What will happen if the Dissolution is approved but the Sale is not completed?

A:
When approving the Plan of Dissolution and Dissolution, our Board specified that the Dissolution is subject to the completion of the transactions contemplated by the Purchase Agreement. Therefore, if the Dissolution is approved but (i) the Sale is not approved by our stockholders or (ii) the Sale is not consummated, our Board will abandon the Plan of Dissolution.

Q:
What will happen if the Sale is approved by our stockholders but the Dissolution is not approved?

A:
If our stockholders do not approve the Dissolution, we will complete the Sale if it is approved by our stockholders and the other conditions to closing are satisfied or waived. Upon closing of the Sale, we will have transferred substantially all of our operating assets to AMX and will have no operations to generate revenue. We would likely continue to ask the stockholders to approve the Dissolution, including at a separate special meeting of stockholders called for the purpose of seeking approval of the Dissolution.

    In any event, with no assets with which to generate revenue and no Dissolution approved, we would use the cash received from the Sale to pay ongoing corporate and administrative expenses. We would have no material business or operations after the Sale and will have retained only those employees required to maintain our corporate existence. These factors would limit the alternatives available to us. Our Board would have to evaluate our alternatives, including the possibility of investing the cash received from the Sale in another operating business. These alternatives may be less favorable to our stockholders than the Dissolution.

Q:
Can I sell my shares once the Certificate of Dissolution is filed?

A:
If the Dissolution is approved by our stockholders and if the Board determines to proceed with the Dissolution, we will close our transfer books on the Final Record Date, which is the effective time of the Dissolution as set forth in the Certificate of Dissolution. After such time, we will not record any further transfers of our common stock, except pursuant to the provisions of a deceased stockholder's will, intestate succession, or operation of law and we will not issue any new stock certificates, other than replacement certificates. In addition, after the Final Record Date, we will not issue any shares of our common stock upon exercise of outstanding options, warrants, or restricted stock units. As a result of the closing of our transfer books, it is anticipated that distributions, if any, made in connection with the Dissolution will be made pro rata to the same stockholders of record as the stockholders of record as of the Final Record Date, and it is anticipated that no further trading of our common stock will occur after the Final Record Date.

Q:
Do I have appraisal rights in connection with the Dissolution?

A:
None of Delaware law, our certificate of incorporation, or our bylaws provides for appraisal or other similar rights for dissenting stockholders in connection with the Dissolution, and we do not intend to independently provide stockholders with any such right.

Q:
Are there any risks related to the Dissolution?

A:
Yes. You should carefully review the section entitled " Risk Factors " beginning on page 22 of this proxy statement for a description of risks related to the Dissolution.

Q:
Will I owe any U.S. federal income taxes as a result of the Dissolution?

A:
If the Dissolution is approved and implemented, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to the difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder's adjusted tax basis in each share of our common stock. You are urged to read the section entitled " Certain U.S. Federal Income Tax Consequences " beginning on page 76 of this proxy statement for a summary of certain material U.S. federal income tax consequences of the Dissolution, including the ownership of an interest in a liquidating trust, if any.

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Q:
What will happen to NII's common stock if the Sale is completed and the Certificate of Dissolution is filed with the Secretary of State?

A:
If the Sale is completed and Certificate of Dissolution is filed with the Secretary of State, NII's common stock will be delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). From and after the Final Record Date, and subject to applicable law, each holder of shares of our common stock shall cease to have any rights in respect of that stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Dissolution and the DGCL. After the effective time of the Dissolution, our stock transfer records shall be closed, and we will not record or recognize any transfer of our common stock occurring after the Final Record Date, except, in our sole discretion, such transfers occurring by will, intestate succession or operation of law as to which we have received adequate written notice. Under the DGCL, no stockholder shall have any appraisal rights in connection with the Dissolution.

    We expect to file the Certificate of Dissolution and for the Dissolution to become effective as soon as reasonably practicable after the Dissolution is approved by our stockholders and the consummation of the Sale. We intend to provide advance notice to our stockholders prior to our stock being delisted and the closing our stock transfer records.

Q:
Who can help answer my questions?

A:
If you have any questions about the Special Meeting, the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal, how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact MacKenzie at:

GRAPHIC

1407 Broadway, 27 th  Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. These statements include statements regarding the intent, belief or current expectations of members of our management team, as well as the assumptions on which such statements are based, and are generally identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should," "could," "continues," "pro forma" or similar expressions. Among many other examples, the following statements are examples of the forward-looking statements in this document:

all statements regarding the closing and the timing for the closing of the transactions contemplated by the Purchase Agreement;

all statements regarding the amounts and the potential uses of the proceeds by NII resulting from the transactions contemplated by the Purchase Agreement;

all statements regarding NII's future business, future business prospects, future revenues or cash flows, future working capital, future liquidity, future capital needs and future income;

all statements regarding the tax and accounting consequences of the transactions contemplated by the Purchase Agreement and the Dissolution; and

all statements regarding the amount and timing of distributions made to stockholders, if any, in connection with the Dissolution.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Such statements are subject to known and unknown risks and uncertainties and other unpredictable factors, many of which are beyond our control. We make no representation or warranty (express or implied) about the accuracy of any of the forward-looking statements. These statements are based on a number of assumptions involving the judgment of management. Many relevant risks are described under the caption " Risk Factors " on page 22, as well as throughout this proxy statement and the incorporated documents, and you should consider these important cautionary factors as you read this document.

Our actual results, performance or achievements may differ materially from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. Among the factors that could cause such a difference are:

our ability to attract and retain subscribers;

our ability to satisfy the requirements of our debt obligations;

our ability to access sufficient debt or equity capital to meet any future operating and financial needs;

our ability to meet established operating goals and generate cash flow;

the availability of other funding sources, including the timely resolution of claims and receipt of proceeds from the Mexico Escrow;

our ability to complete the Sale and/or Dissolution in a timely fashion or at all;

the risk of any failure to satisfy the conditions to consummate the sale of the Nextel Brazil Business, including regulatory and antitrust approvals and approval by our stockholders;

the impact of business uncertainties in connection with the Sale or Dissolution;

the occurrence of any event, change or circumstance that could give rise to the termination of the Purchase Agreement or Plan of Dissolution;

the cost and outcome of any legal proceedings that have been or may be initiated against any of NII, NIIH, NII Brazil, Nextel Holdings or any of the other parties to the Purchase Agreement;

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risks that the Sale or Dissolution disrupts current plans and operations and the potential difficulties in employee retention generally;

the risk of any failure of AMX to be ready, willing and able to consummate the transactions contemplated by the Purchase Agreement;

the amount of the costs, fees, expenses and charges related to the sale of the Nextel Brazil Business may be higher than we expect;

the timing and amount of cash and other assets available for distribution to our stockholders upon Dissolution;

risks associated with our arrangement with AI Brazil;

general economic conditions in Brazil and in the market segments that we are targeting for our services;

the political and social conditions in Brazil, including political instability, which may affect Brazil's economy and the regulatory environment there;

the impact of foreign currency exchange rate volatility in the local currency in Brazil when compared to the U.S. dollar and the impact of related currency depreciation in Brazil;

our having reasonable access to and the successful performance of the technology being deployed in our service areas, and improvements thereon;

the availability of adequate quantities of system infrastructure and subscriber equipment and components at reasonable pricing to meet our service deployment and marketing plans and customer demand;

risks related to the operation and expansion of our network in Brazil, including the potential need for additional funding to support enhanced coverage and capacity, and the risk that we will not attract enough subscribers to support the related costs of deploying or operating the network;

our ability to successfully scale our billing, collection, customer care and similar back-office operations to keep pace with customer growth as necessary, increased system usage rates and growth or to successfully deploy new systems that support those functions;

future legislation or regulatory actions relating to our services, other wireless communications services or telecommunications generally and the costs and/or potential customer impacts of compliance with regulatory mandates;

the ability to achieve and maintain market penetration and average subscriber revenue levels sufficient to provide financial viability to our business;

the quality and price of similar or comparable wireless communications services offered or to be offered by our competitors, including providers of cellular services and personal communications services;

market acceptance of new service offerings;

potential cash outlays related to certain reasonably possible losses related to matters for which Nextel Brazil has not accrued liabilities;

a requirement to provide material judicial deposits of cash that will not be released until the pending matter is resolved;

equipment failure, natural disasters, terrorist acts or other breaches of network or information technology security;

the possibility that our significant indebtedness, or the incurrence of additional indebtedness, could affect our financial condition; and

other risks and uncertainties described in Part I, Item 1A. "Risk Factors," in our annual report on Form 10-K for the year ended December 31, 2018 and, from time to time, in our other reports filed with the SEC.

Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date of this proxy statement. We cannot guarantee any future results, levels of activity, performance or achievements, and it should not be assumed that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

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RISK FACTORS

The following risk factors, together with the other information in this proxy statement and in the "Risk Factors" sections included in the documents incorporated by reference into this proxy statement (see "Where You Can Find More Information" on page 91), should be carefully considered before deciding whether to vote to approve the Sale Proposal and the Dissolution Proposal as described in this proxy statement. In addition, stockholders should keep in mind that the risks described below are not the only risks that are relevant to your voting decision. The risks described below are the risks that we currently believe are the material risks of which our stockholders should be aware. Nonetheless, additional risks that are not presently known to us, or that we currently believe are not material, may also prove to be important.

RISKS RELATED TO THE SALE

The Sale is subject to various approvals, including Brazilian regulatory and antitrust approvals, and stockholder approval, as well as other closing requirements, and may not be completed as anticipated, or at all.

The closing of the Sale and the other transactions contemplated by the Purchase Agreement is subject to approval by our stockholders and Brazilian regulatory and antitrust approvals, as well as certain other closing requirements. Certain of these closing conditions are subject to the discretion of AMX or third parties. There can be no assurances that we will receive any of these approvals or that the other conditions required for the closing of the transactions contemplated by the Purchase Agreement will be satisfied or, if applicable, waived.

While the Sale is pending, it may create uncertainty about our future, which could have a material adverse effect on our business, financial condition and results of operations.

As a result of this uncertainty, our current or proposed potential business partners may decide to delay, defer or cancel entering into new business arrangements with us pending completion or termination of the Sale. The risks related to the pendency of the Sale include:

the diversion of management and employee attention from our day-to-day business;

the potential inability to attract, retain and motivate key personnel, as key personnel may experience uncertainty about their future roles and depart because of issues relating to the uncertainty or a desire not to remain with our organization, which could negatively impact our ability to implement our business plan;

the potential disruption to business partners and other service providers;

our agreement to operate the Nextel Brazil Business in the ordinary course prior to closing pursuant to the Purchase Agreement restricts us from taking certain specified actions until the Sale occurs without the consent of AMX. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Sale;

we may be unable to respond effectively to competitive pressures, industry developments and future opportunities; and

if the closing is significantly delayed, our cash resources could be negatively impacted, which could result in an inability to match contributions by AI Brazil to the Nextel Brazil Business that could dilute our ownership in the Nextel Brazil Business.

The occurrence of any of these events individually or in combination could have a material adverse effect on our business, financial condition and results of operations. Additionally, we have incurred substantial transaction costs and diversion of management resources in connection with the Sale, and we will continue to do so until the final closing or termination of the Sale.

The Purchase Agreement provides certain termination rights to AMX and NII. If the Purchase Agreement is terminated under specified circumstances, NII may be required to pay AMX a termination fee and reimburse certain expenses of AMX and its affiliates.

NII will be required to pay AMX a $25 million termination fee if the Purchase Agreement is terminated:

by NII in order to accept a "Superior Proposal" (as defined under the section entitled " No Solicitation / Superior Proposal" beginning on page 60);

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by AMX because (i) an Adverse Recommendation Change has occurred or (ii) NII or NIIH materially breached its non-solicitation obligations; or

(x) (a) by NII, AMX or AI Brazil, as applicable, because the closing has not occurred by the Termination Date, subject to certain extensions under the Purchase Agreement, (b) by AMX, if (i) there has been an inaccuracy in, or breach of, any representation, warranty, covenant or agreement of AI Brazil, NIIH or NII, which breach would result in a failure of a condition to be satisfied, and (ii) such inaccuracy or breach has not been cured; or (c) by NII or AMX because the approval of NII's stockholders for the Sale was not obtained, (y) after the date of the Purchase Agreement and prior to such termination any person makes an Acquisition Proposal (as defined under the section entitled " No Solicitation/Superior Proposal " beginning on page 60) and (z) at any time on or prior to the twelve-month anniversary of such termination, NII or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, a transaction contemplated by an Acquisition Proposal (solely for purposes of this prong (z), 50% shall replace 20% in the definition of Parent Takeover Proposal (as defined under the section entitled " No Solicitation/Superior Proposal " beginning on page 60));

NII will be required to pay the amount of documented out-of-pocket expenses of AMX and its affiliates incurred in connection with the Purchase Agreement and the transaction contemplated thereby, up to $2 million, if the Purchase Agreement is terminated by NII or AMX because the approval of NII's stockholders was not obtained.

The Purchase Agreement may be amended by written instrument signed by all parties, and any term or provision may be waived by written instrument signed by the party against whom such waiver is sought to be enforced.

The Purchase Agreement may be amended by written instrument signed by all parties, and any term or provision may be waived by written instrument signed by the party against whom such waiver is sought to be enforced. As a result, if we are unable to satisfy any closing requirement upon which the Sale is conditioned under the Purchase Agreement, then the amendment of the Purchase Agreement or the waiver of such closing requirement will be subject to approval by AMX or AI Brazil, as applicable. Additionally, AMX or AI Brazil may make the granting of any such amendment or waiver contingent on our approval of new or additional terms or conditions to the Purchase Agreement. Any inability to obtain such an amendment or waiver of the Purchase Agreement could have a material and adverse effect on our ability to complete the Sale contemplated by the Purchase Agreement.

The Purchase Agreement limits NII's ability to pursue alternative strategic transactions.

The Purchase Agreement contains provisions that may discourage a third party from submitting a proposal or offer to NII relating to any:

merger, consolidation, business combination or other similar transaction with respect to NII Brazil or any of its subsidiaries including Nextel Holdings and its subsidiaries;

acquisition in any manner, directly or indirectly, of any of the issued and outstanding shares of NII Brazil or any other equity interests of NII Brazil or any of its subsidiaries including Nextel Holdings and its subsidiaries;

acquisition of any of the assets of Nextel Brazil, other than a disposition of assets permitted under the Purchase Agreement;

merger, consolidation, business combination or other similar transaction involving NII that, if consummated, would result in such third party owning, directly or indirectly, 20% or more of the consolidated assets, net revenues or net income of NII and its subsidiaries, taken as a whole;

acquisition in any manner, directly or indirectly, of more than 20% of the outstanding equity interests of NII; or

acquisition in any manner, directly or indirectly, of assets of NII or its subsidiaries representing more than 20% of the consolidated assets of NII.

These provisions include a general prohibition on NII from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Board, entering into discussions with any third party regarding any such proposal. See the section entitled " No Solicitation / Superior Proposal" beginning on page 60.

In addition, the Side Letter with AI Brazil requires that we consult with AI Brazil on any Superior Proposal and requires that AI Brazil receive the consideration contemplated under the Shareholders Agreement with AI Brazil in any Superior Proposal.

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RISK FACTORS

These provisions of the Side Letter may further discourage a third party from submitting a Superior Proposal to NII. See the section entitled " Summary of Side Letter " beginning on page 64.

If the proposed transactions are not completed, we may explore other potential transactions, but alternatives may be less favorable to us or unavailable.

If the proposed transactions are not completed our intention is to abandon the Plan of Dissolution. However, we may explore other strategic alternatives, including:

the sale of equity in NII or NIIH to another party or parties. An alternative transaction may have terms that are less favorable to us than the terms of the transactions contemplated by the Purchase Agreement, or we may be unable to reach agreement with any third party on an alternative transaction that we would consider to be reasonable; or

proceed with the Dissolution and sell all of the issued and outstanding shares of NII Brazil as part of the winding up procedures. The Plan of Dissolution provides that NII will sell all of its assets in existence when it dissolves. If these assets include all of the issued and outstanding shares of NII Brazil, NII will sell those interests on the best terms available, but without stockholder approval. Any such sale could be on terms less favorable than the terms of the Purchase Agreement.

NII's directors and executive officers may have interests in the transactions contemplated by the Purchase Agreement that are different from, or in addition to, the interests of NII stockholders.

NII's directors and executive officers may have interests in the transactions contemplated by the Purchase Agreement that are different from the interests of NII stockholders.

Certain directors and executive officers may be entitled to acceleration of outstanding equity awards, potential severance benefits, change of control payments and other payments and, as such, may have interests in the Sale that are different from your interests as a stockholder and such interests may present actual or potential conflicts of interest. In addition, our directors and executive officers have ongoing rights to indemnification and insurance coverage for acts or omissions occurring prior to the Sale.

These interests are described in more detail in the section entitled " Interests of our Directors and Executive Officers in the Sale " beginning on page 66.

NII will incur significant transaction-related costs in connection with the Sale, which may be in excess of those anticipated by NII.

NII has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Purchase Agreement, including the costs and expenses of filing, printing and mailing this proxy statement and all filing and other fees paid to the SEC in connection with the transactions contemplated by the Purchase Agreement.

NII expects to continue to incur a number of non-recurring costs associated with completing the transactions contemplated by the Purchase Agreement. These fees and costs have been, and may continue to be, substantial. The majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal and accounting advisors, severance and benefit costs, and filing fees.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of NII following the completion of the transactions contemplated by the Purchase Agreement. Many of these costs will be borne by NII even if the transactions contemplated by the Purchase Agreement are not completed.

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RISKS RELATED TO NII IF THE SALE IS COMPLETED

If NII completes the Sale, it will have no significant remaining operating assets and will need to significantly reduce its corporate and administrative expenses.

If the Sale is completed, NII will have no significant operating assets remaining and no material revenue producing business or operations. NII intends to retain only those employees required to maintain its corporate existence. As such, it is important that NII take steps to reduce costs and expenses in order to preserve cash. The failure of NII to take such steps could result in a reduction in the amount of cash remaining for distribution to stockholders in connection with the Dissolution.

NII will continue to incur the expenses of complying with public company reporting requirements.

If the Sale is completed, we may remain a public company and may continue to be subject to the listing standards of NASDAQ and SEC rules and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002. While all public companies face the costs and burdens associated with being public companies, the costs and burden of being a public company will be a significant expense that could negatively impact the distributable value available to our stockholders.

AI Brazil will receive such proceeds as set forth in the Side Letter.

Under the Side Letter, NII and AI Brazil have agreed that if the Sale is consummated, AI Brazil will be entitled to the first $10 million and 6% of any additional amounts recovered from the Mexico Escrow, in both cases, if and when funds are released. A copy of the Side Letter is attached to this proxy statement as Annex C .

RISKS RELATED TO THE DISSOLUTION

We cannot predict the timing of the distributions to stockholders.

Our current intention is that, if approved by our stockholders, the Certificate of Dissolution would be filed shortly after the closing of the transactions contemplated by the Purchase Agreement; however, the decision of whether or not to proceed with the Dissolution will be made by the Board in its sole discretion. No further stockholder approval would be required to effect the Dissolution. However, if the Board determines that the Dissolution is not in our best interest or the best interest of our stockholders, the Board may, in its sole discretion, abandon the Dissolution or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

Under Delaware law, before a dissolved corporation may make any distribution to its stockholders, it must pay or make reasonable provision to pay all of its claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation. Furthermore, we may be subject to potential liabilities relating to indemnification obligations, if any, to AMX, AI Brazil, New Cingular Wireless (AT&T), or to our current and former officers and directors. It might take significant time to resolve these matters, and as a result we are unable to predict the timing of distributions, if any are made, to our stockholders.

We cannot assure you as to the amount of distributions, if any, to be made to our stockholders.

We believe the value of our remaining assets that will ultimately be available for distribution to our stockholders, if any distribution is made, will be significantly less, in the aggregate, than the consideration to be received in the Sale, if and when the Sale is completed, because we will need to use some of the proceeds to repay liabilities, including convertible notes. In addition, the amount of consideration that we receive in the Sale will depend on factors outside of our control, including but not limited to foreign currency exchange rates at the time of completion of the Sale and potential adjustments to the purchase price.

If our stockholders approve the Sale and the Dissolution, we estimate that the aggregate amount of cash that will be available for distribution to our stockholders in the Dissolution will be approximately $156 million to $273 million. This

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amount may be paid in one or more distributions. Such distributions will not occur until after the Certificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the precise net value of our remaining assets after the Sale, the ultimate amount of our liabilities, the operating costs and amounts to be set aside for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to stockholders or the timing of any such distributions. Examples of uncertainties that could reduce the value of distributions to our stockholders include: unanticipated costs relating to the defense, satisfaction or settlement of existing or future lawsuits or other claims threatened against us; amounts necessary to resolve claims of our creditors, including redemption or repurchase of our convertible notes; delays in the release of escrowed proceeds from both our sale of Nextel Mexico and the Sale and the ultimate amount released to us from such escrowed proceeds; and delays in the liquidation and dissolution or other winding up of our subsidiaries, including our international subsidiaries due to our inability to settle claims or otherwise.

The amount of any distributable proceeds and our ability to make distributions to our stockholders is also subject to a number of factors unrelated to the Sale, including the results of operations of Nextel Brazil, its cash funding needs, the amount and timing of Nextel Brazil's tax liabilities and tax credits, and developments relating to Nextel Brazil's existing litigation and litigation claims that may arise between signing and closing of the Sale. In addition, as we wind down, we will continue to incur expenses from operations, such as: operating costs; salaries; rental payments; directors' and officers' insurance; payroll and local taxes; legal, accounting and consulting fees and office expenses, which will reduce any amounts available for distribution to our stockholders. As a result, we cannot assure you as to any amounts to be distributed to our stockholders if the Board proceeds with the Dissolution. If our stockholders do not approve the Dissolution Proposal, no liquidating distributions will be made. See the section entitled " Estimated Distributions to Stockholders " beginning on page 68 of this proxy statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our stockholders in the Dissolution.

It is the current intent of the Board, assuming approval of the Sale and the Dissolution, that proceeds from the Sale will be used to pay off NII's outstanding debts and liabilities. The balance of the proceeds will be retained to pay ongoing corporate and administrative costs and expenses associated with winding down the company, liabilities and potential liabilities relating to or arising out of any outstanding litigation matters and potential liabilities relating to our indemnification obligations, if any, to AMX, AI Brazil, New Cingular Wireless (AT&T), or to our current and former officers and directors.

The Board will determine, in its sole discretion, the timing of the distribution of the remaining amounts, if any, to our stockholders in the Dissolution. We can provide no assurance as to if or when any such distribution will be made, and we cannot provide any assurance as to the amount to be paid to stockholder in any such distribution, if one is made. The Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL, and will take all reasonable actions to optimize the distributable value to NII's stockholders.

A delay in the closing of the Sale will decrease funds that may be available for distribution to stockholders, if a distribution is made.

Claims, liabilities and expense from operations (including operating costs such as salaries, directors' fees, directors' and officers' insurance, federal and state income taxes, payroll and local taxes, legal and accounting fees and miscellaneous office expenses) will continue to be incurred by us as we seek to close the Sale. In the event the closing of the Sale is delayed, we will incur additional claims, liabilities and expenses from operation that will reduce the net funds available for distribution to our stockholders.

Our stockholders could authorize the Sale but vote against the Dissolution.

If our stockholders do not approve the Dissolution, we will complete the Sale if it is authorized by our stockholders and the other conditions to closing are satisfied or waived. Upon the closing of the Sale, we will have transferred substantially all of our operating assets to AMX and will have no operations to generate revenue. We would likely continue to ask the stockholders to approve the Dissolution, including at a separate special meeting of stockholders called for the purpose of seeking approval of the Dissolution.

In any event, with no assets with which to generate revenue and no Dissolution approved, we would use the cash received from the Sale to pay ongoing corporate and administrative expenses. We would have no material business or operations after the Sale and will have retained only those employees required to maintain our corporate existence. Our Board would have to

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evaluate our alternatives, including the possibility of investing the cash received from the Sale in another operating business. These alternatives may be less favorable to our stockholders than the Dissolution.

The Board may determine not to proceed with the Dissolution.

Even if the Dissolution Proposal is approved by our stockholders, the Board may determine, in the exercise of its fiduciary duties, not to proceed with the Dissolution. If our Board elects to pursue any alternative to the Plan of Dissolution, our stockholders may not receive any of the funds that might otherwise be available for distribution to our stockholders. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

Our stockholders may be liable to our creditors for part or all of the amount received from us in our liquidating distributions if reserves are inadequate.

If the Dissolution becomes effective, we may establish a contingency reserve designed to satisfy any additional claims and obligations that may arise. Any contingency reserve may not be adequate to cover all of our claims and obligations. Under the DGCL, if we fail to create an adequate contingency reserve for payment of our expenses, claims and obligations, each stockholder could be held liable for payment to our creditors for claims brought during the three-year period after we file the Certificate of Dissolution with the Secretary of State (or, if we choose the Alternative Procedures (as defined below under the section entitled " Payments and Distributions " beginning on page 71), for claims brought before or after such three-year period), up to the lesser of (i) such stockholder's pro rata share of amounts owed to creditors in excess of the contingency reserve and (ii) the amounts previously received by such stockholder in dissolution from us and from any liquidating trust or trusts. Accordingly, in such event, a stockholder could be required to return part or all of the distributions previously made to such stockholder, and a stockholder could receive nothing from us under the Plan of Dissolution. Moreover, if a stockholder has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in a situation in which a stockholder may incur a net tax cost if the repayment of the amount previously distributed does not cause a commensurate reduction in taxes payable in an amount equal to the amount of the taxes paid on amounts previously distributed.

Our stockholders will not be able to buy or sell shares of our common stock after we close our stock transfer books on the Final Record Date.

If the Board determines to proceed with the Dissolution, we intend to close our stock transfer books and discontinue recording transfers of our common stock at the effective time of the Dissolution as set forth in the Certificate of Dissolution. After we close our stock transfer books, we will not record any further transfers of our common stock on our books except by will, intestate succession or operation of law. Therefore, shares of our common stock will not be freely transferable after the Final Record Date. As a result of the closing of the stock transfer books, all liquidating distributions from a liquidating trust, if any, or from us after the Final Record Date will be made pro rata to the same stockholders of record as the stockholders of record as of the Final Record Date.

Stockholders may not be able to recognize a loss for U.S. federal income tax purposes until they receive a final distribution from us.

As a result of the Dissolution, for U.S. federal income tax purposes, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to the difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder's adjusted tax basis in each share of our common stock. A liquidating distribution pursuant to the Plan of Dissolution may occur at various times and in more than one tax year. Any loss generally will be recognized by a stockholder only in the tax year in which the stockholder receives our final liquidating distribution, and then only if the aggregate value of all liquidating distributions with respect to a share of our common stock is less than the stockholder's tax basis for that share. Stockholders are urged to consult with their own tax advisors as to the specific tax consequences to them of the Dissolution pursuant to the Plan of Dissolution. See " Certain U.S. Federal Income Tax Consequences " beginning on page 76 of this proxy statement.

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The tax treatment of any liquidating distribution may vary from stockholder to stockholder, and the discussions in this proxy statement regarding tax consequences are general in nature.

We have not requested a ruling from the IRS with respect to the anticipated tax consequences of the Dissolution, and we will not seek an opinion of counsel with respect to the anticipated tax consequences of any liquidating distributions. If any of the anticipated tax consequences described in this proxy statement prove to be incorrect, the result could be increased taxation at the corporate or stockholder level, thus reducing the benefit to our stockholders and us from the Dissolution. Tax considerations applicable to particular stockholders may vary with and be contingent on the stockholder's individual circumstances. You should consult your own tax advisor for tax advice instead of relying on the discussions of tax consequences in this proxy statement.

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THE SPECIAL MEETING

Time and Place of the Special Meeting The Special Meeting will be held on June 27, 2019, at 10:00 a.m. Eastern Time, at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia, 20190 (703-709-1234).
Enclosed Materials Enclosed are the following materials:

the proxy statement for the Special Meeting; and

the proxy card or vote instruction form for the Special Meeting.


 


We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at the Special Meeting. We commenced mailing this proxy statement and the enclosed form of proxy to our stockholders entitled to vote at the meeting on or about May 24, 2019.
Management Proposals At the Special Meeting, our stockholders will be asked to:

consider and cast a vote on the Sale Proposal;

consider and cast a vote on the Dissolution Proposal;

provide an advisory vote on the Compensation Proposal; and

cast a vote on the Adjournment Proposal, if necessary.

Stockholders
Entitled to Vote
The holders of common stock at the close of business on the Record Date are entitled to receive notice of, to attend and to vote one vote per share on each matter at the Special Meeting or any adjournment or postponement of the Special Meeting.

 


As of May 3, 2019, there were 101,580,702 shares of our common stock issued and outstanding. As of the close of business on the Record Date, we expect there will be approximately 101.7 million shares of common stock outstanding and entitled to vote. Each share of our common stock entitles its holder to one vote on all matters properly coming before the Special Meeting.
How to Vote Stockholder of Record . If you are a stockholder of record (that is, stockholders who hold their shares in their own name), there are four ways to vote:

 


GRAPHIC



In person. You may vote in person at the Special Meeting. NII will give you a ballot when you arrive.

 


GRAPHIC



Via the Internet. You may vote by proxy via the Internet by following the instructions provided on the proxy card.

 


GRAPHIC



By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.

 


GRAPHIC



By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

 


If you are a stockholder of record and a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.

 


Beneficial Owner . If you are a beneficial owner of shares held in street name (that is, shares held in the name of a bank, broker or other holder of record), the materials were forwarded to you by the organization holding your account and there are up to four ways to vote:

 


GRAPHIC



In person. If you wish to vote in person at the Special Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions to obtain a legal proxy.

 


GRAPHIC



Via the Internet. You may be eligible to vote by proxy via the Internet by following the instructions on the vote instruction form.

 


GRAPHIC



By Telephone. You may be eligible to vote by proxy via telephone by following the instructions on the vote instruction form.

 


GRAPHIC



By Mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided.

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Quorum The holders of shares representing a majority of the votes that may be cast by the entire capital stock of the Company issued and outstanding and entitled to vote at the Special Meeting with respect to a particular matter, present in person or represented by proxy, constitutes a quorum with respect to each matter to be voted upon at the Special Meeting and is necessary for the transaction of business at the Special Meeting. Abstentions will be counted for purposes of determining the presence of a quorum. Broker non-votes (discussed below) will not occur at the Special Meeting.
Voting All shares represented by valid proxies received prior to the Special Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder's instructions.
Effect of Not
Providing Voting
Instructions
Stockholder of Record . If you are a stockholder of record and you sign, date and return the enclosed proxy card but do not specify how to vote, then your shares will be voted in accordance with the recommendations of the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the Special Meeting or any adjournments or postponements thereof.

 


If you are a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.

 


Beneficial Owner . If you are a beneficial owner of shares held in street name and hold your shares through a broker, bank or other financial institution, and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will not have authority to vote for any of the matters to be voted on at the Special Meeting. Brokers and other nominees have the discretion to vote on routine matters, but do not have the discretion to vote on non-routine matters such as the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may not vote your shares on the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal. The failure to provide voting instructions to your broker or other nominee will have the same effect as a vote "AGAINST" the Sale Proposal and the Dissolution Proposal .
Vote Standard and
Abstentions

The Sale Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Sale Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Sale Proposal.

 


The Dissolution Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Dissolution Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Dissolution Proposal.

 


The Compensation Proposal and the Adjournment Proposal must be approved by the affirmative vote of a majority of the votes properly cast at the Special Meeting (in person or represented by proxy) on such matters. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote will have no effect on the outcome of the Compensation Proposal or the Adjournment Proposal. The vote on the Compensation Proposal is an advisory vote only and will not be binding on NII or the Board.
Broker Non-Votes Broker non-votes occur when shares that are being voted by brokers with discretionary authority are counted as present for purposes of determining whether there is a quorum, but brokers are not permitted to vote on certain matters at such meeting without instructions from the beneficial owner and instructions are not given. These matters are referred to as "non-routine" matters. If all of the matters to be voted on at a meeting are "non-routine", then shares that brokers have discretionary authority to vote will not be treated as present for purposes of determining whether there is a quorum. All of the matters scheduled to be voted on at the Special Meeting are "non-routine".

 


Accordingly, no broker non-votes will occur at the Special Meeting and if you fail to provide your broker with voting instructions, the shares that your broker has discretionary authority to vote will not be treated as present for purposes of determining whether there is a quorum.

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Changing Your Vote A stockholder has the power to revoke his or her proxy or change his or her vote at any time before the proxy is voted at the Special Meeting. If your shares are held in street name by a broker, bank or other financial institution, you must contact that institution to change your vote. If you are a stockholder of record, you can revoke your proxy or change your vote in one of five ways:

you can send a signed written notice of revocation to our corporate secretary at the address noted below to revoke your proxy;

you can send a completed proxy card bearing a later date than your original proxy to us indicating the change in your vote;

you can vote again on a later date on the Internet or by telephone (only your latest proxy submitted prior to the Special Meeting will be counted);

you can attend the Special Meeting and vote in person, which will automatically cancel any proxy previously given; or

you can revoke your proxy in person at the Special Meeting, but attendance at the Special Meeting alone will not revoke any proxy that you have given previously.


 


If you choose any of the first three methods, we must receive the described notice or proxy no later than the beginning of the Special Meeting. If you choose the fourth or fifth methods, you will be asked to present documents for the purpose of establishing your identity as a stockholder on the Record Date. Before the Special Meeting, any written notice of revocation should be sent to NII Holdings, Inc., 12110 Sunset Hills Road, Suite 600, Reston, Virginia 20190, Attention: General Counsel. Any notice of revocation that is delivered at the Special Meeting should be hand delivered to our General Counsel before a vote is taken. Once voting on a particular matter is completed at the Special Meeting, you will not be able to revoke your proxy or change your vote as to that matter.

 


If you are a stockholder of record and a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.
Voting Results To the extent practicable, preliminary voting results will be announced at the Special Meeting. The final voting results will be tallied by the inspector of elections and published in NII's Current Report on Form 8-K, which NII is required to file with the SEC within four business days following the Special Meeting and can be accessed on the investor relations area of our website at www.nii.com.
Other Business Our Board does not intend to, and is not allowed under the terms of the Purchase Agreement to, bring any matter before the Special Meeting other than those described in this proxy statement. If any other matters are properly brought before the Special Meeting by the presiding officer of such meeting or by or at the direction of a majority of the entire Board, the persons named in the enclosed proxy card, or their duly appointed substitutes acting at the Special Meeting, will be authorized to vote or otherwise act in respect of any such matters in their discretion.
Adjournments If, at the Special Meeting, or any adjournment or postponement thereof, the number of shares of our common stock, present or represented by proxy at the Special Meeting and voting in favor of the approval of the Sale Proposal is insufficient to approve the proposal under our charter and Delaware law, we intend to move to adjourn the Special Meeting in order to enable our Board to solicit additional proxies in respect of approval of the Sale Proposal. In that event, we will ask our stockholders to vote only upon the Adjournment Proposal, and not upon the Sale Proposal, the Dissolution Proposal or the Compensation Proposal. Any signed proxies received by us in whom no voting instructions are provided on such matter will be voted " FOR " the Adjournment Proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies.

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THE SPECIAL MEETING

Householding To reduce NII's printing and mailing costs and minimize the environmental impact of NII's annual meetings, NII will deliver a single copy of the proxy materials to multiple stockholders who share the same address unless NII has received instructions to the contrary from one or more of the stockholders at that address. You may request a separate copy of the proxy materials by writing or calling NII at the following address and telephone number:

 


Investor Relations
NII Holdings, Inc.
12110 Sunset Hills Road, Suite 600
Reston, VA 20190
703-547-5209

 


Stockholders who hold shares in street name may contact the organization holding their account to request information about householding.
Cost of Solicitation The cost of soliciting proxies for the Special Meeting will be borne by NII. We have hired Broadridge to help us mail the proxy materials and MacKenzie to help solicit proxies and expect their fees and the costs of printing and mailing to be about $25,000. While we do not expect to incur additional solicitation expenses, NII may incur additional expenses in order to encourage voting on a particular matter. In addition, certain of our officers and regular employees, without additional compensation, may use their personal efforts, by telephone or otherwise, to obtain proxies. We also reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy materials to the beneficial owners of shares of NII's common stock.

Every stockholder's vote is important. Accordingly, you should sign, date and return the enclosed proxy card, vote via the Internet or by telephone, or provide instructions to your broker or other nominee whether or not you plan to attend the Special Meeting in person.

Our Board unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal, "FOR" the Compensation Proposal and, if necessary, "FOR" the Adjournment Proposal.

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PROPOSAL 1 — APPROVAL OF THE SALE PURSUANT TO THE PURCHASE AGREEMENT

We are asking you to approve a proposal to authorize the Sale, in the form of a sale of substantially all of the assets of NII, through a sale of NII Brazil to AMX, on the terms and conditions of the Purchase Agreement. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings, which is the entity that, indirectly through its wholly owned subsidiaries, owns all of the remaining operating assets of the Company. In connection with the Sale, NII and AI Brazil also entered into the Side Letter, which is summarized below under " Summary of Side Letter " beginning on page 64.

A copy of the Purchase Agreement is attached to this proxy statement as Annex A . A copy of the Side Letter is attached to this proxy statement as Annex C . You are urged to read the Purchase Agreement and the Side Letter carefully in their entirety.

PARTIES TO THE SALE

NII HOLDINGS, INC.

We provide wireless communication services under the Nextel TM brand in Brazil through our subsidiary Nextel Brazil. Nextel Brazil's principal operations are located in major urban and suburban centers with high population densities and related transportation corridors of that country where there is a concentration of Brazil's population and economic activity, including primarily Rio de Janeiro and São Paulo. Nextel Brazil operates a wideband code division multiple access, or WCDMA, network, which has been upgraded to offer long-term evolution, or LTE, services in certain areas. Nextel Brazil's network enables us to offer a wide range of products and services supported by that technology. We are also a party to a roaming agreement that allows us to offer our subscribers nationwide voice and data services outside of our network's footprint. Our target market is individual consumers who use our services to meet both professional and personal needs. Our target subscribers generally exhibit above average usage, revenue and loyalty characteristics. We believe our target market is attracted to the services and pricing plans we offer, as well as the quality of and data speeds provided by our network. NII's registered office is at 12110 Sunset Hills Road, Suite 600, Reston, VA 20190, and its telephone number is (703) 390-5100.

NII INTERNATIONAL HOLDINGS S.À R.L.

NIIH is a private limited liability company ( société à responsabilité limitée ) organized under the Laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of NII that owns all of the issued and outstanding shares of NII Brazil. NIIH's registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies Register under the number B 149229. NIIH's telephone number is (703) 390-5100.

NII BRAZIL HOLDINGS S.À R.L.

NII Brazil is a private limited liability company ( société à responsabilité limitée ) organized under the Laws of the Grand Duchy of Luxembourg and an indirect wholly owned subsidiary of NII that holds approximately 70% of the equity interests of Nextel Holdings. NII Brazil's registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies' Register under the number B 230537. NII Brazil's telephone number is (703) 390-5100.

NEXTEL HOLDINGS S.À R.L.

Nextel Holdings is a private limited liability company ( société à responsabilité limitée ) organized under the Laws of the Grand Duchy of Luxembourg and an indirect subsidiary of NII that indirectly through its wholly owned subsidiaries holds all of the

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PROPOSAL 1 — APPROVAL OF THE SALE PURSUANT TO THE PURCHASE AGREEMENT

issued and outstanding equity of Brazil Parent. Brazil Parent and McCaw International (Brazil), LLC, a limited liability company organized under the Laws of Virginia and a direct wholly owned subsidiary of Nextel Holdings, own all of the issued and outstanding equity of Nextel Brazil. Nextel Holdings' registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies Register under the number B 214361. Nextel Holdings' telephone number is (703) 390-5100.

AMÉRICA MÓVIL, S.A.B. de C.V.

AMX is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. AMX's principal executive offices are located at Lago Zurich 245, Plaza Carso / Edificio Telcel, Colonia Ampliación Granada, Delegación Miguel Hidalgo, 11529 Mexico City, Mexico. AMX's telephone number at this location is (5255) 2581-4449. AMX provides telecommunications services in 25 countries. AMX is a leading telecommunications services provider in Latin America, ranking first in wireless, fixed-line, broadband and Pay TV services based on the number of revenue generating units ("RGUs"). AMX's largest operations are in Mexico and Brazil, which together account for over half of AMX's total RGUs and where AMX has the largest market share based on RGUs. AMX also has operations in 16 other countries in the Americas and seven countries in Central and Eastern Europe.

AI BRAZIL HOLDINGS, B.V.

AI Brazil is a corporation existing under the Laws of The Netherlands. AI Brazil's executive offices are located at Prins Bernhardplein 200, 1097 JD Amsterdam, the Netherlands and its telephone number is +31 (0) 205 214 777. AI Brazil currently owns approximately 30% of the outstanding equity interests of Nextel Holdings. Other than the holding of its ownership interest in Nextel Holdings and matters ancillary thereto, or in connection with the transactions contemplated by the Purchase Agreement, AI Brazil does not conduct any other business operations.

BACKGROUND OF THE SALE

NII's senior management and Board, with the assistance of financial and legal advisors, regularly review and assess the Company's long-term strategy, financial performance, short- and long-term prospects, and the Company's business objectives in light of ongoing developments in the Brazilian economy and telecom industry, international capital market conditions, regulatory developments and the Company's liquidity needs. In connection with these reviews and assessments, NII's senior management and Board have periodically evaluated potential strategic alternatives relating to NII and its business, including possible acquisitions, divestitures and business combination transactions. In that regard, during the fall of 2015, NII's Board determined to explore the range and feasibility of strategic alternatives regarding the Company and its telecommunications business in Brazil conducted through Nextel Brazil. As detailed below, over the past three and a half years, the Company, through its advisors, conducted a comprehensive auction process pursuant to which a total of 38 potential bidders were contacted, which included for a number of these interested parties, management presentations and extensive due diligence reviews of the Nextel Brazil Business and the Company. As a result, we completed an investment transaction in 2017 and, in the process between 2018 and 2019, received two non-binding indications of interest, including the proposal from AMX that resulted in the current proposed Sale.

In October 2015, following a comprehensive strategic review by NII's Board, NII determined to explore a possible sale of an equity interest in or other strategic transaction involving Nextel Brazil. As part of this review, NII's Board determined to evaluate, in a structured manner, the level of interest in a potential strategic transaction or equity investment involving Nextel Brazil. In December 2015, NII entered into an engagement letter with Rothschild & Co to advise NII on a potential sale, merger or other business transaction involving NII or the Nextel Brazil Business.

Between November 2015 and January 2016, based on discussions among members of NII's Board, senior management and Rothschild & Co, NII's senior management and Rothschild & Co began contacting a number of telecom operators and private equity firms, in order to determine whether any of those entities would be interested in acquiring NII or the Nextel Brazil Business.

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Following a comprehensive process conducted between November 2015 and April 2017, which included outreach to 26 potential strategic and financial bidders, including a subsidiary of AMX and an affiliate of AI Brazil, AINMT Holdings AB ("ice group"), most potential bidders determined not to pursue a transaction primarily due to the existing Brazilian regulatory framework and other issues, including the existing economic challenges in Brazil, and the only remaining proposal was an investment transaction proposed by ice group. NII's Board was regularly updated on progress and status of the process, including at several meetings with NII's senior management and legal and financial advisors where they reviewed, among other things, the business and liquidity outlook for Nextel Brazil, updates regarding the availability of funds from the Mexico Escrow and updates regarding discussions and next steps with Nextel Brazil's lenders and updates regarding the lack of interest among the parties contacted during the process, other than ice group, which had submitted a non-binding offer to invest $50 million for 30% of Nextel Holdings, the indirect owner of Nextel Brazil, with an option to acquire additional equity.

Between April 2017 and June 4, 2017, NII's senior management, representatives of ice group, and their respective financial and legal advisors continued to negotiate terms for the investment transaction and worked to finalize the revised transaction agreements, including an Investment Agreement and a Shareholders Agreement.

On June 5, 2017, ice group's Board of Directors approved the transaction with NII. On the same day, NII's Board convened a meeting to discuss the proposed terms of the transaction and the proposed Investment Agreement and Shareholders Agreement and related documents. Following a detailed discussion with NII's senior management and legal and financial advisors, who were also present at this meeting, regarding the risks and advantages of the transaction and lack of viable alternatives, NII's Board unanimously approved the Investment Agreement and Shareholders Agreement, and on June 5, 2017, NII entered into the Investment Agreement with ice group, which provided for NII and ice group to partner in the ownership of Nextel Brazil through an initial investment by ice group of $50 million for 30% ownership of Nextel Holdings, which indirectly owns Nextel Brazil. This initial investment was completed on July 20, 2017. The Investment Agreement also granted ice group an option, exercisable on or before November 15, 2017, to invest an additional $150 million in Nextel Holdings for a combined 60% controlling stake in Nextel Holdings. Concurrently with the execution of the Investment Agreement, we also entered into a Shareholders Agreement with ice group, which provided for certain transfer restrictions of the equity interests in Nextel Holdings and drag along and tag along rights in the event of a direct or indirect sale of NII's equity interests in Nextel Brazil. (A summary of the Investment Agreement and Shareholders Agreement can be found in NII's Current Report on Form 8-K filed with the SEC on June 6, 2017).

On November 15, 2017, ice group's option to acquire additional equity in Nextel Holdings pursuant to the Investment Agreement expired. That same day, NII's Board met with NII's senior management team to discuss the impact of ice group's failure to exercise the option to acquire additional equity in Nextel Holdings. In addition to discussing NII's right to terminate the Investment Agreement with ice group and ice group's rights under the Shareholders Agreement, NII's senior management also updated the Board on recent communications with ice group regarding a potential 60-day extension of ice group's option, including the likelihood that ice group would be able to secure funding to exercise any extended option, the benefits and drawbacks of terminating the Investment Agreement, and the impact to Nextel Brazil's budget and business plan of ice group not exercising its option and making the $150 million investment. Following these discussions, the Board directed management to continue discussions with ice group on a possible extension of the option, and directed management to prepare an alternative budget for 2018 that assumed ice group would not exercise the option and invest an additional $150 million.

Between November 15, 2017 and February 2018, members of NII's senior management team continued discussions with representatives of ice group regarding a potential extension of ice group's option, issues relating to ice group's ability to fund the option and a path forward to completing the transaction with ice group, as well as certain matters relating to the Investment Agreement. Management regularly updated the Board regarding these discussions throughout the period, and the Board regularly discussed with management the benefits and drawbacks of the Company exercising its right to terminate the Investment Agreement given the anticipated funding needs of Nextel Brazil and ice group's failure to exercise the option.

At a meeting of the Board on February 13, 2018, NII's Board and senior management discussed the status of the ice group transaction, including that little progress had been made with ice group regarding negotiation of suitable terms for extending the option, and the possibility that other strategic partnerships could materialize if there were a change in Brazil's regulatory framework with respect to spectrum caps and the use of spectrum. Following a discussion with senior management, the Board authorized management to terminate the Investment Agreement if ice group did not provide a reasonable proposal for completing the additional investment in Nextel Holdings within a reasonable time period.

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On February 23, 2018, ice group delivered to Mr. Shindler, a member of NII's Board, a written proposal to acquire all of NII's remaining equity interests in the Nextel Brazil Business for $1, plus the assumption of certain liabilities, a potential earn-out for a change in control that exceeded a certain threshold value for ice group and ice group's agreement that NII would be entitled to retain any funds released from the Mexico Escrow, for an aggregate purported purchase price of approximately $325 million.

On February 27, 2018, after reviewing the proposal with NII's senior management, Mr. Shindler notified ice group, in writing, that the transaction proposal from ice group was insufficient and, as previously disclosed in the Current Report on Form 8-K filed with the SEC on February 27, 2018, because ice group had failed to exercise its option and make the additional investment pursuant to the terms of the Investment Agreement, NII terminated the Investment Agreement.

Since the termination of the Investment Agreement by the Company, the Board and senior management have regularly evaluated the Company's business and operations, the Company's long-term strategic goals and alternatives and risks to our continuing operations with a goal of maximizing stockholder value. NII has regularly assessed trends and conditions impacting the Company, its operations and its industry, changes in the marketplace, other applicable laws, the competitive environment, regulatory environment in Brazil and the risks to the Company's continuing operations in Brazil. As part of these ongoing reviews, the Board regularly considered the strategic alternatives available to the Company. In connection with these reviews, the Board has assessed the Company's liquidity needs and uncertainty regarding our future revenue and operating profitability and the Company's ability to obtain additional capital to execute the Company's business strategy.

Between March 2018 and July 2018, based on discussions among members of the Board, NII's senior management and representatives of Rothschild & Co, NII's senior management and representatives of Rothschild & Co contacted 26 potential bidders (including several potential bidders that had been contacted and expressed some interest during the process in late 2015 through early 2017) in order to determine whether any of those entities would be interested in acquiring NII or the Nextel Brazil Business. Five potential strategic bidders (Party A, Party B, Party C, Party D and AMX) and two financial bidders (Party E and Party F) expressed interest, signed NDAs (or already had NDAs in place from the prior process) and were granted access to due diligence materials and began engaging in a due diligence review of the Company and its operations. During this time period, Party D withdrew from the process, and Party C and Party F engaged in very limited due diligence and, other than a few informal conversations with NII's senior management early in the process, did not actively engage in the formal process. The other potential bidders either did not respond to preliminary outreach materials or indicated that they were not interested in a transaction at this time.

On April 25, 2018, representatives from Rothschild & Co and Mr. Freiman, NII's Vice President, Chief Financial Officer, met with management from Party A regarding a potential business combination, a mobile virtual network operator ("MVNO") agreement or other strategic transactions. That same day representatives from Rothschild & Co met with management of Party E to discuss Party E's interest in a potential transaction and Nextel Brazil's business plan. Party E indicated that they would review the materials and respond to NII in a couple of weeks.

At a meeting of the Board on May 3, 2018, following a review of the Company's current financial position and operations and the outlook regarding Nextel Brazil's business and funding needs, management updated the Board on recent discussions with potential strategic and financial partners and discussed next steps to transition transaction discussions to a more formal process.

Between May 2018 and July 2018, representatives of NII held various telephonic and in person management meetings and due diligence meetings with each of the four confirmed interested parties — Party A, Party B, Party E and AMX. Each of the parties were actively engaged in a review of the virtual data room during this time period.

On or about June 26, 2018, ice group sold its 30% equity interest in Nextel Holdings to its affiliate, AI Brazil.

On July 6, 2018, AMX submitted a written proposal to representatives of NII, with terms reflecting an implied enterprise value of $800 million, on a debt-free and cash-free basis, and requested exclusivity. The written proposal did not include information regarding acquisition structure, contingencies or regulatory process.

Effective as of July 9, 2018, the Company engaged Greenhill as a second financial advisor to advise NII on a potential sale, merger or other business transaction involving NII or the Nextel Brazil Business.

At a meeting of the Board on July 20, 2018, management updated the Board on recent discussions with potential strategic and financial partners and the current status of due diligence and legal work for each potential partner. The Board agreed that management should continue to negotiate terms of the proposal received from AMX, but that exclusivity was not appropriate at this time on the basis of the non-binding proposal.

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On July 25, 2018, representatives of Party B communicated to representatives of the Company that Party B would be withdrawing from the process.

On July 27, 2018, representatives of Party A had a conference call with Mr. Shindler to propose a two-part transaction (involving an initial investment for an agreed equity percentage, to be followed by an acquisition of the remaining equity), with a proposed implied enterprise value in the range of BRL3.0 billion to BRL3.5 billion (or approximately $800 million to $925 million, determined using a Brazilian real to U.S. dollar exchange rate of 3.82 Brazilian reais to 1.00 U.S. dollar, the average exchange rate over the 30-day period ending July 27, 2018). Mr. Shindler requested that Party A submit a written proposal outlining the terms of the proposal.

On August 2, 2018, NII's Board held a meeting to review the financial and operational results of the Company. At that meeting, Mr. Freiman also presented an update on the strategic review process, including a review of discussions with the potential bidders, the recent due diligence activity and next steps and potential timelines. Senior management also presented information comparing the written and oral proposals from the remaining two potential bidders, AMX and Party A. No proposal had been submitted by Party E as of this date and through the course of July and August 2018, Party E reduced its engagement in the process.

During August and September 2018, AMX and Party A each continued to engage in due diligence review. During this period, Party A communicated with representatives of NII that it was awaiting approval from its parent company to move forward with the transaction before it could submit a written proposal.

On September 24, 2018, after hearing rumors in the market regarding the sale process, a member of Party B's executive management team contacted representatives of NII to discuss the current status of the sale process. Party B's executive management team did not provide further information or indicate renewed interest in a transaction.

On September 26, 2018, representatives of Company A proposed a revised transaction, which included a one-step transaction structure and the same proposed implied enterprise value in the range of BRL3.0 billion to BRL3.5 billion (or approximately $730 million to $850 million, determined using a Brazilian real to U.S. dollar exchange rate of 4.10 Brazilian reais to 1.00 U.S. dollar, the average exchange rate over the 30-day period ending September 26, 2018).

At a meeting of NII's Board on September 28, 2018, senior management provided an update to the Board regarding recent discussions with potential strategic partners, next steps and potential timelines. Mr. Freiman confirmed that Party A had received approval to submit an updated written proposal. He then reviewed the potential terms and structure that had been discussed with Party A. Mr. Freiman also reviewed the status of discussions with Party B and AMX, noting that management believed that AMX was working on a formal proposal.

On October 12, 2018, AMX submitted a revised written proposal, which proposed an implied enterprise value of $805 million and requested exclusivity. During the next several days, NII and AMX exchanged letters regarding questions about the proposal, and on October 18, 2018, representatives of AMX and NII held a conference call to discuss AMX's October 12 proposal.

On October 25, 2018, NII sent a letter to AMX, in which NII expressed an interest in exploring all areas that could impact AMX's valuation of Nextel Brazil.

On November 4 and 5, 2018, the Board held a meeting to discuss, among other things, the financial and operating results of the Nextel Brazil Business and the Company's consolidated liquidity plan for the next four years, the potential cumulative cash funding shortfall that might occur in 2020 in the event that funds were not released from the Mexico Escrow in 2019, the longer term potential cumulative cash funding shortfall that might occur in mid-2021 and the potential incremental actions that could be taken. Senior management also reviewed with the Board potential tower sales, amendments to certain commercial agreements and the potential cost and timeline for a 5G spectrum auction. Senior management also provided an update regarding the strategic review process. As part of this discussion, senior management summarized AI Brazil's rights under the Shareholders Agreement and NII's right to drag-along AI Brazil in a sale transaction. Senior management and the Board also discussed potential synergies, costs and other factors that may impact purchase prices offered in a strategic transaction and other factors that the Board should consider. The Board and senior management also discussed the expected timeline of a transaction, the Company's four-year financial outlook and potential sources of funding for the Company, including capital contributions, refinancing of the current debt arrangements, additional financing options that might be available and potential tax credits in Brazil that could be used over time to fund the business, as well as the timeline and risks associated with those tax credits. Senior management then reviewed with the Board the current terms and potential value of the proposals from AMX and Party A. The Board also discussed the feedback from NII's financial and legal advisors, potential

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value available to the Company's stockholders under the initial proposals given tax and other closing costs, and benefits and drawbacks of different transaction structures. Following these discussions regarding the current terms and structure, and in light of the Company's consolidated four-year financial outlook and liquidity, the Board authorized management to continue negotiations with AMX and Party A with respect to their proposals.

On November 8, 2018, Mr. Freiman sent a letter to AMX, in which Mr. Freiman outlined NII's view of the economic terms outlined in AMX's prior proposal for the acquisition of the Nextel Brazil Business through the direct acquisition of Nextel Brazil. In the letter, Mr. Freiman communicated an alternative structure, pursuant to which AMX would acquire Nextel Brazil indirectly, through the acquisition of the direct parent entity of Nextel Holdings and the shares in Nextel Holdings held by AI Brazil. In addition, Mr. Freiman requested that AMX consider increasing the proposed enterprise value for the acquisition to $1.0 billion.

On November 12, 2018, members of NII's senior management met with representatives of Party A in New York, New York. At that meeting, representatives of Party A presented an unsigned written proposal, which reflected a one-step structure, but reduced the proposed implied enterprise value to BRL3.0 billion (or approximately $800 million, determined using a Brazilian real to U.S. dollar exchange rate of 3.75 Brazilian reais to 1.00 U.S. dollar, the average exchange rate over the 30-day period ending November 12, 2018). The proposal also added a closing condition that required NII to renegotiate the terms of Nextel Brazil's outstanding loans to decrease the cumulative outstanding balance through a partial loan forgiveness. On November 15, 2018, Mr. Freiman sent a letter to Party A's management team regarding Party A's proposal. In the letter, Mr. Freiman stated that NII was not in a position to accept the terms as proposed and suggested ways that Party A could make the proposal more attractive, including by increasing the proposed implied enterprise value to BRL4.0 billion. NII did not receive a response from Party A to this letter.

On November 23, 2018, AMX responded to NII's letter from November 8, agreeing to the proposed alternative structure for the acquisition (subject to NII undertaking certain restructuring of intercompany agreements and organizational structure of other NII subsidiaries) and agreeing to amend the proposal by increasing the implied enterprise value for the proposed transaction from $805 million to $905 million. AMX also specified that the definitive agreements in connection with the proposed transaction should include indemnification provisions related to tax liabilities or contingencies associated with the entities to be acquired. In the letter, AMX also requested an exclusivity agreement to facilitate negotiation of definitive agreements for the proposed transaction.

On November 25, 2018, the Board held a meeting with NII's senior management to receive a strategic transaction update. Representatives from Rothschild & Co, Greenhill and Jones Day also attended the meeting. Mr. Freiman updated the board on the revised transaction proposal received from AMX to acquire the Nextel Brazil Business, which reflected an increase in the implied enterprise value of $100 million. Mr. Freiman also indicated that the parties were continuing to discuss transaction structure and other factors. The Board also discussed the benefits and drawbacks of entering into a short-term exclusivity arrangement with AMX. Mr. Freiman then provided an update regarding the discussions with Party A and the unsigned written proposal that Party A had provided at the last in-person meeting. The Board further discussed the terms of the proposal from Party A and management's response. Representatives from Rothschild & Co indicated that, based on discussions with representatives of Party A, a change in management at Party A had adversely impacted Party A's participation in discussions regarding a potential transaction and it was unclear whether Party A would be able to proceed in any future discussions regarding a possible transaction. The Board next discussed AMX's proposed purchase price in the revised AMX proposal as compared to the then current trading price of NII common stock and discussed whether a transaction below trading value would be in the best interests of NII's stockholders, including taking into consideration the Company's recent operational results, business plan, stand-alone value and long-range forecast; the competitive wireless market in Brazil and future spectrum needs and move to 5G; cash utilization and funding needs; drivers of value of the Company's equity; and the Company's liquidity forecast. The Board compared the proposals from AMX and Party A and discussed the benefits and drawbacks of each, and also discussed the options available to the Company and the benefits and drawbacks of entering into a transaction at this time. The Board finally discussed the potential amount distributable to NII's stockholders and items that could impact this amount, as well as the public assessment of the business and market risk. Following these discussions, the Board authorized management to pursue a transaction with AMX if AMX was able to proceed with NII's proposed transaction structure, and subject to the Board receiving favorable opinions from NII's financial advisors and the parties reaching agreement on definitive documentation for a transaction. The Board also authorized management to enter into a limited term exclusivity arrangement with AMX to facilitate further discussions with AMX.

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On November 29, 2018, members of NII's senior management team and NII's financial advisors and legal counsel held an organizational call with AMX and its legal counsel to discuss the process for formal negotiations of definitive agreements related to a potential transaction and proposed that as part of the transaction, AMX reimburse NII for cash investments made in the Nextel Brazil Business between signing and closing of the transaction.

On December 3, 2018, NII and AMX entered into a short-term exclusivity agreement, which provided for a term through December 31, 2018. The parties also entered into an updated confidentiality agreement that same day.

On December 4, 2018, NII's legal counsel delivered an initial draft of the Purchase Agreement to legal counsel to AMX, which contemplated the formation of NII Brazil as a wholly owned subsidiary of NIIH and an internal reorganization of NII to be completed before execution of the Purchase Agreement that would, among other things, result in NII Brazil directly holding NII's approximately 70% equity interest in Nextel Holdings.

On December 6 and December 7, 2018, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to discuss the draft Purchase Agreement and due diligence matters. The parties discussed issues relating to the transaction structure and AMX's proposals on indemnification, purchase price adjustment, tax matters and other matters.

On December 13, 2018, representatives from NII and its financial advisors and legal counsel held a telephonic meeting with representatives from AMX and its legal counsel to further negotiate terms in the Purchase Agreement.

On December 14, 2018, representatives of NII and AMX, together with their respective regulatory counsel, held a telephonic meeting to discuss regulatory process matters.

On December 15, 2018, AMX's legal counsel delivered a markup of the draft Purchase Agreement, which presented a number of deal value issues, including that NII provide indemnification for breach of non-fundamental representations and warranties of up to a cap of $175 million and uncapped indemnification for tax and certain other matters and that NII would be required to terminate certain intercompany obligations and bear all associated costs and risks related to such termination.

On December 18, 2018, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to continue negotiations of the Purchase Agreement and to discuss due diligence matters.

Following the outcome of these discussions between AMX and NII and the nature of the open issues in the Purchase Agreement, on December 21, 2018, NII and AMX amended the exclusivity agreement to provide for a term through January 31, 2019 to facilitate continued discussions between the parties.

Between December 20, 2018 and early January 2019, NII continued its discussions with AMX regarding due diligence and the terms of the purchase price adjustment.

On January 9 and January 10, 2019, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to continue negotiations of the Purchase Agreement, in particular relating to the scope of indemnification and the size of the indemnification cap, termination fees and certain purchase price adjustment matters.

On January 17, 2019, the Board held a meeting with NII's senior management to discuss updates regarding the Nextel Brazil Business and the Company's liquidity. Representatives from Rothschild & Co, Greenhill and Jones Day also attended the meeting. At the meeting, members of senior management also updated the Board on the recent meetings with AMX and the proposed transaction. Mr. Freiman reviewed with the Board the changes from AMX's prior proposal to the current proposed terms, including proposed indemnification requirements, key termination rights, termination payments, the ability to use certain tax credits, purchase price adjustment mechanism and other key terms, and the impact of changes from AMX's original proposal on the estimated distributable proceeds to the Company's stockholders. The Board then discussed the Company's current trading price, information available in the market regarding the Company's strategic process, the transaction value and potential range of distributable value available to the Company's stockholders after closing costs and other leakage. The Board also discussed the benefits and drawbacks of the proposed transaction. The Board then discussed potential options to improve the distributable value per share, focusing on the purchase price, factors in the purchase price adjustment and indemnification. The Board also discussed AI Brazil's rights under the Shareholders Agreement, and the possibility of negotiating an agreed-upon transaction instead of using the drag-along mechanism under the Shareholders Agreement. Finally, the Board discussed the Company's stand-alone business plan and access to cash. Following these

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discussions, the Board directed management to negotiate an improvement on the distributable value available to the Company's stockholders in connection with the proposed transaction by increasing the purchase price and minimizing leakage.

Through the remainder of January 2019 and beginning of February 2019, representatives of NII and its legal and financial advisors and representatives of AMX and its legal advisor continued discussions regarding the purchase price adjustment provisions, indemnification and other open issues in the draft Purchase Agreement. Discussions also continued with respect to due diligence.

While representatives of NII had informed and provided updates to representatives of AI Brazil in the preceding months of a potential transaction involving Nextel Brazil, on February 6, 2019, representatives of NII met formally with representatives of AI Brazil to discuss the proposed transaction with AMX, including the current draft of the Purchase Agreement, and to discuss the possibility of an agreement for AI Brazil to sell its interest in the Nextel Brazil Business as part of the proposed transaction with AMX in lieu of NII exercising its drag-along rights under the Shareholders Agreement. Representatives of NII and AI Brazil also discussed the obligations of AI Brazil under the terms of the draft Purchase Agreement.

On February 7, 2019, the Board held a meeting with NII's senior management, with NII's financial advisors and legal counsel also in attendance. Mr. Freiman reviewed the status of negotiations with AMX regarding the proposed transaction. Mr. Freiman also reviewed with the Board the status of discussions with AI Brazil regarding an alternative to the drag-along mechanism under the Shareholders Agreement and key issues raised in those discussions, including the need to resolve a disagreement relating to the treatment of funds to be released from the Mexico Escrow. The Board then discussed AI Brazil's ability and any interest in funding Nextel Brazil on an ongoing basis and that no commitment for long-term funding had been made. The Board also discussed the benefits and drawbacks of various proposals for AI Brazil's sale of its equity in Nextel Brazil and the expected impact of these proposals on distributable value to the Company's stockholders. The Board then discussed options for Nextel Brazil to continue as a stand-alone business and potential commercial agreements with certain telecom providers. In light of the discussions, the Board confirmed that management should continue to engage with AI Brazil on the alternative arrangement for the sale of AI Brazil's equity in Nextel Holdings in lieu of NII exercising the drag-along rights under the Shareholders Agreement.

On February 8, 2019, as directed by the Board, members of NII's senior management team continued to negotiate terms of an alternative arrangement with AI Brazil for the sale of AI Brazil's equity in Nextel Holdings in connection with the proposed transaction with AMX in lieu of NII exercising drag-along rights under the Shareholders Agreement. Also on February 8, 2019, NII submitted an updated proposal in writing to AI Brazil to outline terms regarding AI Brazil's participation in the Sale and matters relating to the treatment of any funds released from the Mexico Escrow.

Also on February 8, 2019, at the direction of the senior management of the Company, legal counsel to NII had a conference call with legal counsel to AMX to discuss open issues in the draft Purchase Agreement.

On February 13, 2019, representatives of NII and representatives of AMX held a conference call to continue negotiations on the terms of the purchase price adjustment in the Purchase Agreement.

On February 14, 2019, a representative of Party A called Mr. Rittes, Nextel Brazil's chief executive officer, to explain events that resulted in Party A disengaging from the process in recent months. The parties also discussed whether there was interest in revisiting a potential MVNO transaction with Nextel Brazil and potential resolution of the key issues raised in the prior discussions regarding an MVNO transaction. Party A did not engage in further discussions with NII following this discussion with Mr. Rittes.

On February 14 and February 15, 2019, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to continue negotiations of the Purchase Agreement, including issues relating to indemnification matters, purchase price adjustment, tax matters and treatment of AI Brazil under the Purchase Agreement.

On February 17, 2019, members of NII's senior management held a conference call with representatives from AI Brazil to discuss AI Brazil's concerns with respect to the purchase price adjustment, its participation in the regulatory process and termination right under the draft Purchase Agreement and certain issues presented in the draft Side Letter.

On February 17, 2019, Mr. Rittes was contacted by representatives from a strategic bidder, Party G, who had been among the potential bidders contacted earlier in the process but that had previously failed to pursue a bid. The representatives

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expressed an interest in talking to Nextel Brazil about a strategic transaction. Party G did not engage in further discussions with NII following this discussion with Mr. Rittes.

On February 18, 2019, AI Brazil contacted NII's senior management to express disagreement with certain terms reflected in the most recent draft of the Purchase Agreement, in particular relating to the purchase price adjustment, tax matters and the scope of obligations applicable to AI Brazil. Over the course of the next several days, representatives of NII and AI Brazil continued to discuss, by email correspondence and telephone calls, the terms of the Side Letter and the Purchase Agreement.

Also on February 18, 2019, the Board held a meeting to receive an update from NII's senior management team regarding the proposed transaction with AMX. Mr. Freiman provided an update on the current terms presented in the draft Purchase Agreement from AMX, including that the current terms required the Company to indemnify AMX after closing for non-fundamental representations and warranties and disclosed tax matters up to a cap of $30 million and for undisclosed tax matters up to an additional cap of $50 million, which represented a total indemnification obligation of $80 million. Mr. Freiman also updated the Board regarding discussions with AI Brazil, noting that AI Brazil raised a number of issues with respect to the draft Purchase Agreement and certain terms under the Side Letter, including retaining a right of first refusal in the event a Superior Proposal is presented to NII and the waiver of NII's drag-along rights in the context of a Superior Proposal. Mr. Freiman also discussed the Company's offer with respect to resolving the disagreement between AI Brazil and NII with respect to the treatment of any funds released from the Mexico Escrow. Mr. Rittes then updated the Board on his recent discussions with representatives of Party A, and the Board discussed the low likelihood of this party being able to proceed with and close a strategic transaction on a timely basis and the benefits and drawbacks of a potential MVNO agreement with this party, including the feasibility of closing such a transaction. Mr. Rittes also updated the Board on his discussions with representatives of Party G, and the Board discussed the benefits and drawbacks of exploring a strategic transaction with Party G and the feasibility of Party G being able to close a transaction on a timely basis. The Board then also reviewed other opportunities to improve Nextel Brazil's business as a stand-alone business, including potential commercial opportunities and a potential capital markets transaction by the Company in 2019. The Board and management discussed the Company's liquidity, viability of the stand-alone alternative versus undertaking a strategic transaction, risks relating to the potential that funds held in the Mexico Escrow might not be recovered in 2019 and the benefits and drawbacks of pursuing an alternative transaction to what has been presented by AMX. Following a discussion of the benefits and drawbacks of the various alternatives, the Board indicated that it was willing to proceed with a transaction with AMX if the transaction value could be improved and downside risks reduced, and the Board directed management to seek improved transaction value from AMX.

On February 19, 2019, at the direction of the Board, Mr. Shindler contacted Daniel Hajj, the Chief Executive Officer of AMX, to propose a purchase price increase of $75 million. During the discussion, Mr. Hajj indicated that he would consider the proposal. Mr. Hajj asked Mr. Shindler to consider if there were other alternatives that would improve the overall value of the transaction to the Company. Later that same day, Mr. Hajj called Mr. Shindler and indicated that AMX was unwilling to increase the purchase price, and suggested instead that NII consider whether the transaction value could be increased through a revision to the indemnification provisions or through changes in the treatment and use of tax credits. Mr. Hajj suggested that if NII could agree to some alternative to increase the transaction value to the Company, he would present that revised proposal to members of the AMX Board of Directors. Later that same day, members of AMX's management team contacted Mr. Freiman to communicate a similar message and that AMX would provide a proposal on February 21, 2019.

On February 21, 2019, NII's Board held a meeting to receive an update on the status of the discussions regarding the potential transaction. NII's senior management and representatives from Rothschild & Co and Greenhill also attended the meeting. Mr. Freiman updated the Board regarding recent discussions with AMX regarding NII's request that AMX increase the purchase price for the transaction. He noted that while AMX had indicated a willingness to discuss improvements to the value of the transaction they were not willing to change the purchase price. He then confirmed that management expected to receive the details of AMX's proposed changes later in the day. Mr. Shindler confirmed that he had received a consistent message from AMX's Chief Executive Officer. Mr. Freiman and Ms. Smith then updated the Board on discussions with AI Brazil regarding the draft Side Letter. The Board discussed the open issues regarding the Side Letter and the potential timeline for resolving these matters. The Board then discussed what would constitute adequate incremental compensation in connection with the transaction and what changes to the terms in the transaction with AMX would achieve this adequate incremental compensation.

On the evening of February 21, 2019, representatives of AMX delivered an updated written proposal in response to NII's request to increase the value of the transaction. As part of the proposal, AMX confirmed that it would not increase the

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purchase price, but proposed to eliminate the requirement that a portion of the purchase price be placed in an escrow to cover indemnification claims related to breach of non-fundamental representations and warranties and disclosed tax matters, though the indemnification cap for such claims would remain the same. AMX also proposed to reduce the special indemnification cap for undisclosed tax matters by $25 million and to reduce the survival period for such indemnification.

On February 22, 2019, members of NII's senior management held a call with management from AMX to discuss the terms of the updated proposal from AMX. NII communicated that they did not view the modifications to the escrow requirement and the $25 million reduction for indemnification for the undisclosed taxes to be a sufficient increase in value. Management from AMX reiterated that AMX was not willing to increase the purchase price, directly or indirectly, but suggested that AMX might consider other changes to the indemnification package and the treatment of the intercompany notes. Following the discussion, NII's senior management provided an update to the Board regarding this discussion and suggested a meeting on February 25, 2019 to review the current terms as proposed by AMX and management's recommendation regarding a counterproposal.

On February 25, 2019, NII's Board held a meeting to receive an update from senior management regarding the February 21 proposal from AMX. Representatives from Rothschild & Co, Greenhill and Jones Day were also in attendance. Mr. Freiman reviewed with the Board the discussions with AMX with respect to AMX's proposal. Mr. Freiman also explained the impact of AMX's proposal on the implied distributable value to NII's stockholders. The Board discussed the updated proposal from AMX and the potential timing of distributions to NII's stockholders. Representatives from Rothschild & Co and Greenhill reviewed with the Board their preliminary financial analysis based on the revised proposal from AMX. The Board then discussed the Company's near-term ability to raise cash and the benefits and drawbacks of potential methods of obtaining capital previously discussed with the Board. The Board also discussed the expected timeline for the release of funds from the Mexico Escrow. The Board then discussed the recent discussions with AI Brazil regarding the transaction and their proposed terms and the impact of those terms on the distributable value available to NII's stockholders. The Board then discussed whether the offer from AMX in the context of all these factors was appropriate consideration for Nextel Brazil and whether the Board was willing to proceed with the transaction as currently contemplated and potential additional requests to improve or protect the distributable value available to NII's stockholders. The representatives from Rothschild & Co and Greenhill then left the meeting. The members of the Board then discussed that the AMX revised offer did not provide the increase in value that the Board was trying to achieve and discussed the benefits and drawbacks of making additional requests to AMX to improve the value. The Board then discussed potential fundraising options and stand-alone options for Nextel Brazil, including an MVNO agreement and other commercial opportunities. After discussion, the Board determined that it was willing to move forward with the transaction and directed management to notify AMX and to suggest potential recommended changes to the proposed transaction to protect distributable value for the Company's stockholders.

Later in the day on February 25, 2019, representatives of NII submitted a revised markup of the Purchase Agreement to representatives of AMX reflecting an updated proposal from NII in response to the terms proposed by AMX, including a proposal to eliminate the special indemnity for undisclosed tax matters and cap indemnification for all tax matters (other than certain matters related to transfer taxes) and breach of non-fundamental representations and warranties to the $30 million escrow.

On February 28, 2019, Mr. Hajj of AMX contacted Mr. Shindler by email regarding the results of his consultation with members of the AMX Board of Directors. He indicated that AMX was willing to eliminate the special indemnification for undisclosed taxes and that all indemnification for breach of non-fundamental representations and warranties and pre-closing taxes would be subject to a $30 million cap, which would be placed in escrow. Later that same day, NII's senior management team updated the Board regarding the latest discussions with AMX, and explained that AMX's latest proposal represented an overall $50 million reduction in potential indemnification obligations of NII.

From March 1 through March 12, 2019, NII and its representatives conducted negotiations and exchanged drafts of the Purchase Agreement with representatives of AI Brazil and AMX. NII and AI Brazil continued to negotiate and exchange drafts of the Side Letter. During the course of negotiations, NII's Board was advised of the status of the negotiations and the proposed terms.

On March 12, 2019, the Board met to consider developments in the transaction process, including the current status of negotiations with AMX and AI Brazil with respect to the proposed Purchase Agreement and the Side Letter. Representatives of Jones Day, Rothschild & Co and Greenhill also attended the meeting. Management of the Company presented the current terms of the transaction and reviewed with the Board the current outstanding issues to be negotiated with AMX and AI Brazil, including with respect to the treatment of certain tax contingencies under the purchase price adjustment. The Board also

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discussed the increase in the purchase price from the original proposal, the reduction in the indemnification cap, and purchase price adjustment factors that have resulted in an improvement of the overall transaction value of approximately $250 million from AMX's original proposal in July 2018. The Board discussed these matters and authorized management to continue its discussions with AMX and AI Brazil.

Between March 13 and March 17, 2019, representatives of the Company, AI Brazil and AMX continued to negotiate and discuss final issues related to the proposed transaction, including resolution of outstanding issues relating to the treatment of tax contingencies included in the calculation of the working capital adjustment under the Purchase Agreement. They also discussed the timing of signing of the definitive agreements, and representatives of the Company urged AI Brazil and AMX to be ready to sign the definitive agreements as soon as possible.

On March 17, 2019, the Board met to consider the proposed Sale. Representatives of Rothschild & Co, Greenhill, Jones Day and Williams Mullen, securities counsel for NII, attended the meeting at the request of the Board. Representatives of Jones Day reviewed the status of the transaction, the resolution of outstanding issues and the fiduciary duties of the Board in connection with its evaluation of the proposed Sale. Representatives of Rothschild & Co and Greenhill then reviewed and discussed their financial analysis with respect to the proposed Transactions. Thereafter, Rothschild & Co and Greenhill each rendered to the Board their respective opinions to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Rothschild & Co's and Greenhill's respective written opinions, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII. For a detailed discussion of the respective opinions of Rothschild & Co and Greenhill, please see the section of this proxy statement captioned " Opinions of NII's Financial Advisors " beginning on page 45. The meeting concluded with the passing of resolutions by the Board approving the proposed Sale and adopting the definitive Purchase Agreement with AI Brazil and AMX, approving the Side Letter with AI Brazil and approving certain related matters.

At the March 17, 2019 meeting, the Board also considered next steps for NII in the event the Sale was approved and completed. Williams Mullen reviewed a plan of dissolution with the Board. Recognizing the Company would have no operating assets following the completion of the Sale, the Board determined it would be in the best interests of the Company and its stockholders to approve a plan of dissolution but provide the Board discretion following such approval to determine when and if to implement such a plan, and to provide further discretion to abandon or amend such a plan, if the Board determined it was in the best interests of the Company and its stockholders to do so.

Following the meeting, on March 18, 2019, the Company, NIIH, AI Brazil and AMX signed the definitive Purchase Agreement, and the Company, NII Brazil, NIIH and AI Brazil signed the Side Letter. Thereafter, the Company issued a press release announcing the execution of the definitive Purchase Agreement with AMX and AI Brazil and the definitive Side Letter with AI Brazil.

On April 24, 2019, the Company filed a preliminary proxy statement with the Securities and Exchange Commission with respect to the Sale and the Plan of Dissolution.

RECOMMENDATION OF THE BOARD AND REASONS FOR THE SALE

After careful consideration, NII's Board unanimously determined that the Purchase Agreement, the Sale and the other transactions contemplated by the Purchase Agreement were advisable and fair to, and in the best interests of, the Company and the Company's stockholders, unanimously approved the Purchase Agreement and the consummation of the transactions contemplated thereby, and determined to recommend approval and authorization of the Purchase Agreement and the transactions contemplated thereby to NII's stockholders. In reaching its decision, NII's Board consulted with senior management, outside legal counsel and outside financial advisors. The Board also consulted with outside legal counsel regarding its fiduciary duties, legal due diligence matters, and the terms of the Purchase Agreement, the Side Letter and related agreements. The Board also considered a number of factors, including the following material factors (which are not necessarily presented in order of relative importance), which the Board viewed as supporting its decision to approve and declare advisable the Purchase Agreement and the consummation of the transactions contemplated thereby and to

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recommend approval and authorization of the Purchase Agreement and the Sale and the other pending transactions contemplated thereby to NII's stockholders:

Financial information concerning the Company's business and the business of Nextel Brazil (including the financial position of NII, its available cash and outstanding debt, and information relating to the financial condition and prospects of Nextel Brazil), the risk that NII might not recover funds from the Mexico Escrow on a timely basis, the risk that NII might not be able to raise sufficient capital to fund the business;

The current competitive, economic, regulatory, and international and local Brazilian market conditions relating to Nextel Brazil's business and the telecom industry in Brazil and the impact such market conditions could have on Nextel Brazil's business;

The fact that ice group did not exercise the option under the Investment Agreement to make the second investment to acquire additional equity in Nextel Holdings, which resulted in liquidity and funding challenges for the Nextel Brazil Business that required initiating a process to identify strategic alternatives;

That if NII does not undertake the Sale, we will be required to make additional investment in the Nextel Brazil Business to maintain our ability to fund our operations without any assurances that those investments will yield positive results and sufficient returns in the future;

That significant financing would be required to pursue ongoing business development efforts and the upcoming Brazilian 5G spectrum auction;

The three-and-a-half-year strategic review process undertaken by NII, with the advice and assistance of recognized legal and financial advisors, which included a solicitation and Sale process and ultimately resulted in the agreement with AMX;

The alternatives available if we were not to undertake the Sale, including retaining NII's 70% ownership of Nextel Brazil and continuing to operate Nextel Brazil on a stand-alone basis, which involves meaningful risks and uncertainties and, in the view of NII's Board, is less favorable to NII and NII's stockholders than the Sale;

That the Purchase Agreement and related agreements were agreed to only after a comprehensive auction process pursuant to which a total of 38 potential strategic and financial buyers were contacted over the course of over three years, which included, for a number of these interested parties, management presentations and due diligence sessions;

The fact that we held discussions with several other potential strategic partners and that the sale process had been publicly disclosed, but no parties submitted written Acquisition Proposals that were as favorable to NII as AMX's proposal;

The opinion of each of Rothschild & Co and Greenhill rendered to the Board to the effect that, as of March 17, 2019, and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Rothschild & Co and Greenhill's respective written opinions, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII, as more fully described in the section of this proxy statement captioned " Opinions of NII's Financial Advisors " beginning on page 45;

The fact that AMX has agreed to reimburse the Company for certain cash expenditures between signing and closing as part of the purchase price adjustment and agreed to accept the costs of terminating certain intercompany loans;

The Board's belief that the terms of the Purchase Agreement were consistent with market practice and would not preclude or deter a willing and financially capable third party, were one to exist, from making a Superior Proposal following the announcement of the Purchase Agreement; and

The reasonable likelihood of the consummation of the Sale in light of the relatively limited conditions to AMX's obligations to consummate the Sale, including the fact that the consummation of the Sale is not contingent on AMX's ability to secure financing commitments and regulatory approvals are not expected to pose a significant hurdle to the consummation of the Sale.

NII's Board also identified and considered a number of uncertainties, risks, and potentially negative factors in its deliberations concerning the Sale, including:

The requirement that NII conduct the business of Nextel Brazil only in the ordinary course prior to completion of the Sale, subject to specific limitations or AMX's consent, which may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Sale;

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The restrictions on NII's Board's ability to solicit or engage in discussions or negotiations with a third party regarding alternative transactions for Nextel Brazil, and the requirement that, in the event of a related termination of the Purchase Agreement, NII pay AMX a termination fee of $25 million;

The risk that the Company could be exposed to future indemnification obligations, as a result of certain tax and other matters or a breach or violation of the representations, warranties and covenants contained in the Purchase Agreement;

The risk that unforeseen liabilities and expenses may be incurred that may limit the ultimate benefit realized from the Sale;

Changes in the Brazilian economic and regulatory environment that could allow NII to pursue alternative transactions involving Nextel Brazil's rights to use spectrum; and

The significant costs involved in consummating the Sale, including financial advisory fees, legal, accounting, and other costs.

After careful and due consideration, the Board unanimously concluded that overall, the risks, uncertainties, restrictions, and potentially negative factors associated with the Sale were outweighed by the potential benefits of the Sale and that many of these risks could be managed or mitigated prior to the consummation of the Sale or were unlikely to have a material adverse effect on the Company. The Board unanimously approved and declared advisable the Purchase Agreement and the consummation of the transactions contemplated thereby, determined that the Purchase Agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of the Company and the Company's stockholders, and directed that the Purchase Agreement and the transactions contemplated thereby be submitted to NII's stockholders for approval. The Board unanimously recommends that you vote "FOR" the proposal to approve and authorize the Sale and "FOR" each of the other proposals described in the accompanying proxy statement.

The foregoing information and factors considered by the Board are not intended to be exhaustive but are believed to include all of the material factors considered by the Board. In view of the variety of factors and the amount of information considered, the Board did not find it practicable to, and did not, quantify, rank, or otherwise assign relative weights to the specific factors it considered in authorizing the Sale. In addition, individual members of the Board may have given different weights to different factors. The Board considered all of these factors as a whole, and overall considered them to be favorable to and to support its determination.

OPINIONS OF NII'S FINANCIAL ADVISORS

NII retained Rothschild & Co and Greenhill to act as its financial advisors in connection with a potential sale, merger or other business combination involving NII. Each of Rothschild & Co and Greenhill considered the fairness, from a financial point of view, to NII of the Consideration, consisting of the Cash Consideration, together with the capital lease obligations of Nextel Brazil, carried at December 31, 2018 at a value of approximately $69 million in the aggregate, to be indirectly assumed by AMX, which will not be deducted from the Cash Consideration and was deemed indirect, further consideration payable in the Transactions for purposes of the opinion and analyses of each of Rothschild & Co and Greenhill. The Cash Consideration is subject to certain adjustments (including to reflect capital expenditures, net working capital, outstanding indebtedness, cash and their equivalents and transaction expenses) and a portion of the Cash Consideration will be funded into escrow, in each case, as set forth in the Purchase Agreement. Rothschild & Co and Greenhill did not take into account any such adjustments or escrow arrangements in connection with their respective opinions and analyses described below.

ROTHSCHILD & CO

NII retained Rothschild & Co to act as its financial advisor in connection with a potential sale, merger or other business combination involving NII. In connection with Rothschild & Co's engagement, the Board requested that Rothschild & Co evaluate the fairness, from a financial point of view, to NII of the Consideration payable in the Transactions pursuant to the Purchase Agreement. On March 17, 2019, at a meeting of the Board held to evaluate the Transactions, Rothschild & Co rendered to the Board its opinion to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Rothschild & Co's written opinion, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII.

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The full text of Rothschild & Co's written opinion, dated March 17, 2019, to the Board, which sets forth, among other things, the assumptions, procedures, factors, qualifications and limitations on the review undertaken by Rothschild & Co in connection with such opinion, is attached to this proxy statement as Annex F . The description of Rothschild & Co's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Rothschild & Co's opinion. Rothschild & Co's opinion was provided to the Board in connection with the Board's evaluation of the Transactions and was limited to the fairness, from a financial point of view, to NII of the Consideration payable in the Transactions pursuant to the Purchase Agreement, and Rothschild & Co did not express any opinion as to any underlying decisions which NII would make to engage in the Transactions or any alternative transaction, or the relative merits of the Transactions as compared to any alternative transaction. Rothschild & Co's opinion did not constitute a recommendation to the Board as to whether to approve the Transactions or a recommendation as to how any holder of common stock of NII should vote or otherwise act with respect to the Transactions or any other matter. Rothschild & Co's opinion did not address the Dissolution and did not constitute a recommendation to the Board as to whether to approve the Dissolution or a recommendation as to how any holder of common stock of NII should vote or otherwise act with respect to the Dissolution.

In arriving at its opinion, Rothschild & Co, among other things:

reviewed a draft of the Purchase Agreement dated March 16, 2019;

reviewed certain publicly available business and financial information that Rothschild & Co deemed to be generally relevant concerning NII Brazil and the industry in which it operates;

compared the proposed financial terms of the Transactions with the publicly available financial terms of certain transactions involving companies Rothschild & Co deemed generally relevant and the consideration received in such transactions;

compared the financial and operating performance of NII Brazil with publicly available information concerning certain other public companies Rothschild & Co deemed generally relevant, including data related to public market trading levels and implied trading multiples;

reviewed certain internal financial and operating information with respect to the business, operations and prospects of NII Brazil, including certain financial forecasts relating to Nextel Holdings prepared by the management of NII and Nextel Brazil, which are defined as the Nextel Holdings Projections and summarized in the section entitled " Nextel Holdings Projections " beginning on page 53; and

performed such other financial studies and analyses and considered such other information as Rothschild & Co deemed appropriate for the purposes of its opinion.

In addition, Rothschild & Co held discussions with certain members of the management of NII and Nextel Brazil regarding the Transactions, the past and current business operations and financial condition and prospects of NII Brazil, the Nextel Holdings Projections and certain other matters Rothschild & Co believed necessary or appropriate to its inquiry.

In arriving at Rothschild & Co's opinion, Rothschild & Co, with the Board's consent, relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to Rothschild & Co by NII, Nextel Brazil and their associates, affiliates and advisors, or otherwise reviewed by or for Rothschild & Co, and Rothschild & Co did not assume any responsibility or liability therefor. Rothschild & Co did not conduct any valuation or appraisal of any assets or liabilities of NII Brazil (including, without limitation, real property owned by NII Brazil or to which NII Brazil holds a leasehold interest), nor were any such valuations or appraisals provided to Rothschild & Co, and Rothschild & Co did not express any opinion as to the value of such assets or liabilities. Rothschild & Co did not evaluate the solvency or fair value of NII, NIIH, NII Brazil, Nextel Holdings, Nextel Brazil, AI Brazil or AMX under any state, federal or other laws relating to bankruptcy, insolvency or similar matters, and it did not express any view or opinion as to the impact of the Transactions on the solvency or the viability of NII or its ability to pay its obligations when they come due. Rothschild & Co did not perform a liquidation analysis with respect to the assets of NII. In addition, Rothschild & Co did not assume any obligation to conduct any physical inspection of the properties or the facilities of NII Brazil. At the direction of the management of NII, Rothschild & Co used and relied upon the Nextel Holdings Projections for purposes of Rothschild & Co's opinion. In relying on the Nextel Holdings Projections, Rothschild & Co assumed, at the direction of NII, that the Nextel Holdings Projections were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the management of NII and Nextel Brazil as to the expected future results of operations and financial condition of NII Brazil and that the financial results reflected in such Nextel Holdings Projections would be achieved at the times and in

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the amounts projected. Rothschild & Co did not express a view as to the reasonableness of the Nextel Holdings Projections or the assumptions on which they were based.

For purposes of rendering its opinion, Rothschild & Co assumed that the transactions contemplated by the Purchase Agreement would be consummated as contemplated in the Purchase Agreement without any waiver or amendment of any terms or conditions, including, among other things, that the parties would comply with all material terms of the Purchase Agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the Transactions, no material delays, limitations, conditions or restrictions would be imposed. Rothschild & Co assumed that there would not be any payments by NII, NIIH, AI Brazil or any of their affiliates (directly or indirectly) pursuant to any indemnification obligations under the Purchase Agreement. For purposes of rendering its opinion, Rothschild & Co also assumed that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of NII Brazil since the date of the most recent financial statements and other information, financial or otherwise, relating to NII Brazil made available to Rothschild & Co, and that there was no information or any facts that would make any of the information reviewed by Rothschild & Co incomplete or misleading. Rothschild & Co did not express any opinion as to any tax or other consequences that may result from the Transactions, nor did Rothschild & Co's opinion address any legal, tax, regulatory or accounting matters. Rothschild & Co relied as to all legal, tax and regulatory matters relevant to rendering its opinion upon the assessments made by NII and its other advisors with respect to such issues. In arriving at Rothschild & Co's opinion, Rothschild & Co did not take into account any litigation, regulatory or other proceeding that was pending or may be brought against NII Brazil or any of its affiliates. In addition, Rothschild & Co relied upon and assumed, without independent verification, that the final form of the Purchase Agreement would not differ in any material respect from the draft of the Purchase Agreement reviewed by Rothschild & Co.

Rothschild & Co's opinion was necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated on, and the information made available to Rothschild & Co as of, the date of its opinion and the conditions and prospects, financial and otherwise, of NII Brazil as they were reflected in the information provided to Rothschild & Co and as they were represented to Rothschild & Co in discussions with the management of NII and Nextel Brazil, including with respect to exchange rates. Rothschild & Co assumed that such exchange rates were reasonable for purposes of its analyses and that any currency or exchange rate fluctuations would not be meaningful in any respect to its analyses or opinion. Rothschild & Co did not express any opinion as to the price at which the common stock of NII will trade at any future time. Rothschild & Co's opinion is limited to the fairness, from a financial point of view, to NII of the Consideration payable in the Transactions pursuant to the Purchase Agreement, and Rothschild & Co did not express any opinion as to any underlying decisions which NII would make to engage in the Transactions or any alternative transaction. Rothschild & Co did not express any opinion, nor was it asked by the Board to express any opinion, as to the relative merits of the Transactions as compared to any alternative transaction. Rothschild & Co was not asked to, nor did Rothschild & Co offer, any opinion as to the terms, other than the Consideration to the extent expressly set forth in its opinion of the Transactions, the Purchase Agreement or any other agreement entered into in connection with the Transactions.

Rothschild & Co's opinion was given and speaks only as of its date. Subsequent developments may affect Rothschild & Co's opinion and the assumptions used in preparing it, and Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion. Rothschild & Co's opinion was approved by the Global Advisory Commitment Committee of Rothschild & Co.

Rothschild & Co's opinion was provided for the benefit of the Board in connection with and for the purpose of its evaluation of the Transactions. Rothschild & Co's opinion should not be construed as creating any fiduciary duty on Rothschild & Co's part to any party. In addition, the Board did not ask Rothschild & Co to address, and its opinion does not address, (i) the fairness to, or any other consideration of, the holders of any class of securities (other than NII and then only to the extent expressly set forth in its opinion) or creditors or other constituencies of NII, (ii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of NII Brazil, NIIH, Nextel Holdings, NII or AI Brazil, or any class of such persons, whether relative to the Consideration pursuant to the Purchase Agreement or otherwise or (iii) the fairness of the allocation of the Consideration as between NIIH and AI Brazil (on a relative basis or otherwise).

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GREENHILL

NII retained Greenhill to act as its financial advisor in connection with a potential sale, merger or other business combination involving NII. In connection with Greenhill's engagement, the Board requested that Greenhill evaluate the fairness, from a financial point of view, to NII of the Consideration payable in the Transactions pursuant to the Purchase Agreement. On March 17, 2019, at a meeting of the Board held to evaluate the Transactions, Greenhill rendered to the Board its opinion to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Greenhill's written opinion, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII.

The full text of Greenhill's written opinion, dated March 17, 2019, to the Board, which sets forth, among other things, the assumptions, procedures, factors, qualifications and limitations on the review undertaken by Greenhill in connection with such opinion, is attached to this proxy statement as Annex G . The description of Greenhill's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Greenhill's opinion. Greenhill's opinion was provided to the Board in connection with the Board's evaluation of the Transactions and was limited to the fairness, from a financial point of view, to NII of the Consideration payable in the Transactions pursuant to the Purchase Agreement, assumed that the terms of the Transactions were the most beneficial terms from NII Brazil's perspective that could under the circumstances be negotiated among the parties to the Transactions, and no opinion was expressed as to whether any alternative transaction might produce consideration for NII in an amount in excess of the Consideration. Greenhill's opinion was not intended to be and did not constitute a recommendation to the members of the Board as to whether they should approve the Transactions or the Purchase Agreement or take any other action in connection therewith, nor did it constitute a recommendation as to how any stockholder of NII should vote or otherwise act with respect to the Transactions. Greenhill's opinion did not address the Dissolution and was not intended to be and did not constitute a recommendation to the members of the Board as to whether they should approve the Dissolution or take any other action in connection therewith, nor did it constitute a recommendation as to how any stockholder of NII should vote or otherwise act with respect to the Dissolution.

In arriving at its opinion, Greenhill, among other things:

reviewed the draft of the Purchase Agreement dated March 16, 2019 and certain related documents;

reviewed certain publicly available business and financial information relating to NII Brazil;

reviewed certain information, including financial forecasts and other financial and operating data, concerning Nextel Holdings supplied to or discussed with Greenhill by the management of NII and Nextel Brazil, including the Nextel Holdings Projections;

discussed the past and present operations and financial condition and the prospects of NII Brazil with senior executives of NII and Nextel Brazil;

compared the Consideration with values derived based on the financial terms, to the extent publicly available, of certain transactions that Greenhill deemed relevant;

compared the Consideration with values derived based on certain financial information and trading valuations of certain publicly traded companies that Greenhill deemed relevant;

compared the Consideration to present values derived by discounting future cash flows and a terminal value for Nextel Holdings at discount rates Greenhill deemed appropriate;

participated in discussions and negotiations among representatives of NII and Nextel Brazil and their legal and financial advisors and representatives of AMX and its legal and financial advisors;

considered that NII publicly announced that it would explore strategic alternatives and the results of efforts on behalf of NII to solicit, at the direction of NII, expressions of interests from other parties with respect to a possible sale of NII Brazil or its subsidiaries; and

performed such other analyses and considered such other factors as Greenhill deemed appropriate.

Greenhill assumed and relied upon, without independent verification, the accuracy and completeness of the information and data publicly available, supplied or otherwise made available to, or reviewed by or discussed with, Greenhill. With respect to

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the Nextel Holdings Projections, Greenhill assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of NII and Nextel Brazil, and Greenhill relied upon the Nextel Holdings Projections in arriving at its opinion. Greenhill did not express any opinion with respect to the Nextel Holdings Projections or the assumptions upon which they were based. Greenhill did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of NII Brazil, nor was Greenhill furnished with any such evaluation or appraisal.

Greenhill assumed that the Transactions would be consummated in accordance with the terms set forth in the final, executed Purchase Agreement, which Greenhill further assumed would be identical in all material respects to the latest draft thereof Greenhill reviewed, and without waiver or modification of any terms or conditions the effect of which would be in any way meaningful to Greenhill's analysis. Greenhill further assumed that all governmental, regulatory and other consents and approvals necessary for the consummation of the Transactions would be obtained without any effect on NII Brazil or the Transactions in any way meaningful to Greenhill's analysis. Greenhill assumed that there would not be any payments by NII, NIIH, AI Brazil or any of their affiliates (directly or indirectly) pursuant to any indemnification obligations under the Purchase Agreement. Greenhill is not a legal, regulatory, accounting or tax expert and relied on the assessments made by NII, AI Brazil and AMX and their respective advisors with respect to such issues.

Greenhill's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Greenhill as of, the date of its opinion, including with respect to exchange rates. Greenhill assumed that such exchange rates were reasonable for purposes of its analyses and that any currency or exchange rate fluctuations would not be meaningful in any respect to its analyses or opinion. It should be understood that subsequent developments may affect Greenhill's opinion, and Greenhill does not have any obligation to update, revise, or reaffirm its opinion.

Greenhill's opinion was for the information of the Board and was rendered to the Board in connection with Greenhill's consideration of the Transactions, and, except as provided in Greenhill's engagement letter with NII Brazil, may not be used for any other purpose without Greenhill's prior written consent. Greenhill's opinion addressed only the fairness from a financial point of view to NII, as of the date of Greenhill's opinion, of the Consideration payable in the Transactions pursuant to the Purchase Agreement. Greenhill did not express any view or opinion as to any other terms or aspect of the Purchase Agreement or the Transactions or any agreement or instrument contemplated by the Purchase Agreement or entered into or amended in connection with the Transactions, including as to the fairness of the Transactions to, or any consideration to be received directly or indirectly in connection with the Transactions by, holders of any class of securities, any creditors or any other constituencies of NII. Greenhill also did not express any view or opinion as to the impact of the Transactions on the solvency or the viability of NII, AI Brazil or AMX or their ability to pay their respective obligations when they come due. Greenhill did not perform a liquidation analysis with respect to the assets of NII. Greenhill expressed no view or opinion with respect to the amount or nature of any compensation to any officers, directors or employees of NII, or any class of such persons, relative to the Consideration pursuant to the Purchase Agreement in the Transactions or with respect to the fairness of any such compensation. In addition, the Board did not ask Greenhill to address, and Greenhill's opinion did not address, the fairness of the allocation of the consideration as between NII Brazil and AI Brazil. Greenhill also expressed no view or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, executive compensation or other similar professional advice, and Greenhill assumed that opinions, counsel and interpretations regarding such matters had been or would be obtained from the appropriate professional sources. Greenhill's opinion was approved by Greenhill's fairness committee.

SUMMARY OF MATERIAL FINANCIAL ANALYSES

The following represents a summary of the material financial analyses performed by Rothschild & Co and Greenhill and jointly presented to the Board in connection with providing their respective opinions, dated March 17, 2019, to the Board. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild & Co or Greenhill. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole, could create an incomplete view of the processes underlying each of Rothschild & Co and Greenhill's opinions. In arriving at each of their

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respective fairness determinations, each of Rothschild & Co and Greenhill considered the results of all of their analyses and did not attribute any particular weight to any factor or analysis considered. Rather, each of Rothschild & Co and Greenhill made their respective determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. In their analyses, Rothschild & Co and Greenhill performed certain analyses using Brazilian real and converted enterprise values and the net present value of Nextel Brazil's net operating losses from Brazilian real to U.S. dollars using an exchange rate of 3.76 Brazilian reais to 1.00 U.S. dollar, the average exchange rate over the 30 day period ending March 15, 2019.

Discounted Cash Flow Analysis

Each of Rothschild & Co and Greenhill performed a discounted cash flow analysis of Nextel Holdings, which calculates an implied enterprise value of Nextel Holdings by discounting to the present, based on a mid-year discounting convention, the value of estimated unlevered free cash flow for calendar years 2019 to 2022, which was calculated by Rothschild & Co. and Greenhill based on the Nextel Holdings Projections as EBITDA, minus taxes (calculated based on EBITDA minus depreciation and amortization at an illustrative aggregate Brazilian tax rate of 34%), minus capital expenditures, and minus change in working capital, and adding thereto a terminal year value for Nextel Holdings calculated using a terminal year EBITDA (based on the Nextel Holdings Projections and certain assumptions provided to Rothschild & Co and Greenhill by the management of NII and a terminal year EBITDA multiple range of 4.5x to 5.5x). In their analyses, Rothschild & Co and Greenhill utilized a discount rate range of 12.3% to 14.3%, which was selected based on the estimated weighted average cost of capital of Nextel Holdings (calculated using the capital asset pricing model). To the resulting value, Rothschild & Co and Greenhill added the net present value of the estimated value of the cash tax savings associated with Nextel Holdings' net operating losses, calculated using a 17.0% discount rate (based on Nextel Holdings' estimated cost of equity), which equaled $47 million. The foregoing analysis indicated an approximate implied enterprise value reference range of Nextel Holdings of $756 million to $982 million, as compared to the Consideration of $974 million.

Selected Trading Comparables Analysis

Rothschild & Co and Greenhill reviewed and considered financial and stock market information of the following selected publicly traded companies (the "Trading Comparables"), which Rothschild & Co and Greenhill in their professional judgment considered generally relevant for comparative purposes as publicly traded companies in the Brazilian and Latin American mobile wireless telecommunications industry:

América Móvil, S.A.B. de C.V.

Millicom International Cellular S.A.

Telefônica Brasil S.A.

TIM Participações S.A.

For purposes of their analyses of the Trading Comparables, Rothschild & Co and Greenhill reviewed, among other things, enterprise value, calculated as the market capitalization of equity, adjusted for net debt, minority investments and investments in associates, as of March 15, 2019 (referred to as EV), as multiples of each of projected consolidated revenue (referred to as EV/Revenue) and projected consolidated EBITDA (referred to as EV/EBITDA), in each case, for calendar year 2019. This analysis indicated the following:

    Low     Mean     High
 

EV/Revenue

  1.44x   1.82x   2.13x  

EV/EBITDA

    4.7x     5.1x     5.7x  

Based on their professional judgment, Rothschild & Co and Greenhill applied multiples of 1.25x to 1.75x to Nextel Holdings' projected consolidated revenue for calendar year 2019. The foregoing analysis indicated an approximate implied enterprise value reference range of Nextel Holdings of $788 million to $1,104 million, as compared to the Consideration of $974 million.

Based on their professional judgment, Rothschild & Co and Greenhill applied multiples of 4.5x to 5.5x to Nextel Holdings' projected consolidated EBITDA for calendar year 2019. The foregoing analysis indicated an approximate implied enterprise value reference range of Nextel Holdings of $324 million to $396 million, as compared to the Consideration of $974 million.

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No company utilized in the comparable companies analysis is identical to Nextel Holdings. In evaluating the Trading Comparables, Rothschild & Co and Greenhill made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of NII, such as the impact of competition on the businesses of Nextel Holdings and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Nextel Holdings or the industry or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using trading comparables data.

Financial data of the Trading Comparables were based on publicly available research analysts' consensus estimates, public filings and other publicly available information. Financial data of Nextel Holdings was based on the Nextel Holdings Projections.

Selected Precedent Transactions Analysis

Rothschild & Co and Greenhill reviewed and considered publicly available financial information of the following eight selected transactions (the "Precedent Transactions"), which Rothschild & Co and Greenhill in their professional judgment considered generally relevant for comparative purposes involving Brazilian and Latin American mobile wireless telecommunications companies:

Date Announced   Target   Acquirer   Country   % Acquired
February 2019   Telefónica Móviles Panamá, SA; Telefónica de Costa Rica TC, S.A.; Telefónica Celular de Nicaragua, S.A.   Millicom International Cellular S.A.   Panama / Costa Rica / Nicaragua   100%
January 2019   Telefónica Móviles Guatemala, S.A.; Telefónica Móviles El Salvador   America Móvil, S.A.B. de C.V.   Guatemala / El Salvador   100%
June 2018   Nextel Holdings   AI Media Holdings (referred to as Access Industries)   Brazil   30%
June 2017   Nextel Holdings   AINMT Holdings AB   Brazil   30%
April 2015   Nextel Mexico   AT&T Inc.   Mexico   100%
November 2014   GSF Telecom Holdings, S.A.P.I de C.V. (referred to as Iusacell)   AT&T Inc.   Mexico   100%
November 2013   Orange Dominicana S.A.   Altice VII S.á r.l.   Dominican Republic   100%
April 2013   Nextel del Peru S.A.   Empresa Nacional de Telecomunicaciones S.A. (Entel)   Peru   100%

Rothschild & Co and Greenhill reviewed, among other things, EV as multiples of each of revenue for the latest reported twelve months (referred to as EV/LTM Revenue) and EBITDA for the latest reported twelve months (referred to as EV/LTM EBITDA). This analysis indicated the following:

    Low     Mean     High  

EV/LTM Revenue (1)

  1.01x   1.78x   2.41x  

EV/LTM Revenue (Excluding Iusacell) (1) (2)

    1.01x     1.81x     2.41x  

EV/LTM EBITDA (3)

  6.3x   9.6x   15.8x  

EV/LTM EBITDA (Excluding Iusacell) (2) (3)

    6.3x     7.6x     9.7x  

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(1)
The data for the transactions involving the following companies were not available: (i) Telefónica Móviles Guatemala, S.A. / Telefónica Móviles El Salvador and America Móvil, S.A.B. de C.V. and (ii) Nextel Holdings and Access Industries.

(2)
Multiples exclude the transaction involving Iusacell and AT&T Inc. because the transaction EBITDA multiple was an outlier given Iusacell's low profitability.

(3)
The data for the transactions involving the following companies were not available: (i) Nextel Holdings and Acces Industries, (ii) Nextel Holdings and AINMT Holdings AB, (iii) Nextel Mexico and AT&T Inc. and (iv) Nextel del Peru S.A. and Entel.

Based on their professional judgment, Rothschild & Co and Greenhill applied multiples of 1.00x to 2.00x to Nextel Holdings' consolidated revenue for calendar year 2018. The foregoing analysis indicated an approximate implied enterprise value reference range of Nextel Holdings of $598 million to $1,195 million, as compared to the Consideration of $974 million.

Based on their professional judgment, Rothschild & Co and Greenhill applied multiples of 6.0x to 9.0x to Nextel Holdings' projected consolidated EBITDA for calendar year 2019, and discounted such figures to the present, based on a mid-year discounting convention, using a discount rate of 13.3%, which was selected based on the estimated weighted average cost of capital of Nextel Holdings. The foregoing analysis indicated an approximate implied enterprise value reference range of Nextel Holdings of $406 million to $609 million, as compared to the Consideration of $974 million.

No target company utilized in the selected precedent transaction analysis is identical to Nextel Holdings. In evaluating the Precedent Transactions, Rothschild & Co and Greenhill made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of NII, such as the impact of competition on the businesses of Nextel Holdings and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Nextel Holdings or the industry or in the financial markets in general. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using selected precedent transactions data.

Financial data for the Precedent Transactions, and the target companies therein, were based on public filings and other publicly available information. Financial data of Nextel Holdings was based on the Nextel Holdings Projections.

MISCELLANEOUS

Rothschild & Co and Greenhill prepared the analyses described herein for purposes of providing each of their opinions to the Board as to the fairness, from a financial point of view, to NII as of the date of such opinions, of the Consideration payable in the Transactions pursuant to the Purchase Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Rothschild & Co and Greenhill's analyses were based in part upon the Nextel Holdings Projections and other third party research analyst estimates, which are not necessarily indicative of actual future results, and which may be significantly more or less favorable than suggested by Rothschild & Co and Greenhill's analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Purchase Agreement or their respective advisors, none of NII, NIIH, NII Brazil, Nextel Holdings, Nextel Brazil, AI Brazil, AMX, Rothschild & Co, Greenhill or any other person assumes responsibility if future results are materially different from those forecasted by the management of NII and Nextel Brazil.

As described above, the opinions of Rothschild & Co and Greenhill to the Board were two of many factors taken into consideration by the Board in making its determination to approve the Transactions. Rothschild & Co and Greenhill were not asked to, and did not, recommend the specific consideration provided for in the Purchase Agreement, which consideration was determined through arms-length negotiations between NII, AI Brazil and AMX. Neither Rothschild & Co nor Greenhill recommended any specific amount of consideration to NII, the Board or holders of NII common stock or that any specific amount of consideration constituted the only appropriate consideration for the Transactions.

Rothschild & Co and Greenhill are acting as financial advisors to NII in connection with the Transactions. Rothschild & Co received an initial retainer fee of $250,000, was entitled to receive additional fees of $1,250,000 upon the delivery of its opinion and will receive $7,650,000 upon consummation of the Transactions. In addition, NII agreed to reimburse Rothschild & Co's expenses and indemnify Rothschild & Co against certain liabilities that may arise out of its engagement. Greenhill was entitled to receive fees of $1,250,000 upon the delivery of its opinion and will receive $1,350,000 upon consummation of the Transactions. In addition, NII agreed to reimburse Greenhill's expenses and indemnify Greenhill against certain liabilities that may arise out of its engagement. Rothschild & Co, Greenhill or their respective affiliates may, in the

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ordinary course of their business from time to time, in the future provide financial services to NII, AI Brazil, AMX and/or their respective affiliates and may receive fees for the rendering of such services.

Rothschild & Co, Greenhill and their respective affiliates are engaged in a wide range of financial advisory and investment banking activities. In 2017, Rothschild & Co acted as financial advisor to NII in connection with a prior investment in Nextel Holdings by ice group and received a fee of $1,000,000 for its services. Except as set forth above, neither Rothschild & Co nor Greenhill had received any fees for services from NII, NIIH, NII Brazil, Nextel Holdings, Nextel Brazil, AI Brazil or AMX during the two years prior to the date of their respective opinions.

In the ordinary course of their asset management, merchant banking and other business activities, Rothschild & Co, Greenhill and their respective affiliates may trade in the securities of NII, AI Brazil, AMX and any of their respective affiliates, for their own accounts or for the accounts of their affiliates and customers, and may at any time hold a long or short position in such securities.

NEXTEL HOLDINGS PROJECTIONS

CERTAIN NEXTEL HOLDINGS UNAUDITED PROSPECTIVE FINANCIAL INFORMATION

In connection with the Sale, management of NII and Nextel Brazil prepared certain financial projections (the "Nextel Holdings Projections"), which included financial forecasts and projections relating to Nextel Holdings for fiscal years 2019 through 2022. The Nextel Holdings Projections were prepared for internal use and provided to NII's Board, for the purposes of considering, analyzing and evaluating the Company's strategic and financial alternatives, including the Sale. The Nextel Holdings Projections were also provided to both Rothschild & Co and Greenhill in connection with rendering their respective opinions to the Board and in performing the related analyses. Financial information that included the Nextel Holdings Projections was also provided to AMX and its representatives in connection with their respective consideration and evaluation of the Transactions.

NII does not as a matter of course make public projections as to future performance due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. The Nextel Holdings Projections were not prepared with a view to public disclosure and NII is including in this proxy statement a summary of the Nextel Holdings Projections only to give NII's stockholders access to certain nonpublic information provided to the Board for the purposes of considering, analyzing and evaluating the Company's strategic and financial alternatives, including the Sale, and to Rothschild & Co and Greenhill for purposes of rendering their respective fairness opinions to the Board and in performing the related analyses, as summarized under " Opinions of NII's Financial Advisors " beginning on page 45. The inclusion of the Nextel Holdings Projections should not be regarded as an indication that the Board, NII, Rothschild & Co, Greenhill, AMX or any of its affiliates, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

The Nextel Holdings Projections and the underlying assumptions upon which the Nextel Holdings Projections were based are subjective in many respects, and subject to multiple interpretations and frequent revisions attributable to the nature of Nextel Holdings' industry and based on actual experience and business developments. The Nextel Holdings Projections reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Nextel Holdings' control. Multiple factors, including those described in the section entitled " Special Note Regarding Forward-Looking Statements " beginning on page 20, could cause the Nextel Holdings Projections or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the Nextel Holdings Projections will be realized or that actual results will not be significantly higher or lower than projected. Because the Nextel Holdings Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Nextel Holdings Projections do not take into account any circumstances or events occurring after the date on which they were prepared. Economic and business environments can and do change quickly, which adds an additional significant

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level of uncertainty as to whether the results portrayed in the Nextel Holdings Projections will be achieved. As a result, the inclusion of the Nextel Holdings Projections in this proxy statement does not constitute an admission or representation by NII or any other person that the information is material. The summary of the Nextel Holdings Projections is not provided to influence Nextel Holdings stockholders' decisions regarding whether to vote for the Sale Proposal or any other proposal.

The Nextel Holdings Projections were not prepared with a view toward compliance with United States generally accepted accounting principles ("GAAP"), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither KPMG LLP, Nextel Holdings' independent registered public accounting firm, nor any other accounting firm, has examined, compiled or performed any procedures with respect to the Nextel Holdings Projections, and accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP report incorporated by reference in this proxy statement relates to Nextel Holdings' historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

The following is a summary of the Nextel Holdings Projections:


Summary of the Nextel Holdings Projections

(in Brazilian reais millions)

    2019     2020     2021     2022
 

Revenue

  2,372   2,636   2,933   3,143  

EBITDA (1)

    271     435     658     762  

Capital Expenditures ("Capex")

  (254 ) (316 ) (352 ) (377 )

EBITDA — Capex

    17     118     306     385  
(1)
Earnings before interest, income taxes and depreciation and amortization ("EBITDA") is a non-GAAP measure consisting of net income plus interest expense, provision for income taxes and depreciation and amortization.

The Nextel Holdings Projections do not take into account the possible financial and other effects on Nextel Holdings of the Sale and do not attempt to predict or suggest future results of the combined company. The Nextel Holdings Projections do not give effect to the Sale, including the impact of negotiating or executing the Purchase Agreement, the expenses that may be incurred in connection with consummating the Sale, the effect on NII of any business or strategic decision or action that has been or will be taken as a result of the Purchase Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Purchase Agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the Sale. Further, the Nextel Holdings Projections do not take into account the effect on Nextel Holdings of any possible failure of the Sale to occur.

For the foregoing reasons, and considering that the Special Meeting will be held several months after the Nextel Holdings Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Nextel Holdings Projections set forth above. No one has made or makes any representation to any stockholder regarding the information included in the Nextel Holdings Projections. NII urges all NII stockholders to review its most recent SEC filings for a description of its reported financial results. See the section entitled " Where You Can Find More Information " beginning on page 91.

In addition, the Nextel Holdings Projections have not been updated or revised to reflect information or results after the date the Nextel Holdings Projections were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, NII does not intend to update or otherwise revise the Nextel Holdings Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

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SUMMARY OF THE PURCHASE AGREEMENT

The following, together with the discussion appearing above under the section captioned " Proposal 1 — Approval of the Sale Pursuant to the Purchase Agreement " beginning page 33, is a summary of the material terms of the Purchase Agreement. This summary does not purport to be complete and may not contain all of the information about the Purchase Agreement that is important to you. The descriptions of the Purchase Agreement and the Side Letter in this section and elsewhere in this proxy statement are qualified in their entirety by reference to the complete text of the Purchase Agreement and the Side Letter, copies of which are attached to this proxy statement as Annex A and Annex C , respectively, and are incorporated by reference into this proxy statement. We encourage you to read the Purchase Agreement and the Side Letter carefully and in their entirety because they are the primary contractual documents that govern the Sale and division of proceeds between AI Brazil and NII.

Additional information about NII, NIIH, AI Brazil and AMX may be found elsewhere in this proxy statement and in other public reports and documents filed with the SEC. Please see the section of this proxy statement entitled " Where You Can Find More Information ", beginning on page 91.

GENERAL DESCRIPTIONS OF THE TRANSACTIONS

Pursuant to the Purchase Agreement, NIIH will sell all of the issued and outstanding shares of NII Brazil to AMX. Also pursuant to the Purchase Agreement, concurrent to and as a condition of the consummation of the Nextel Brazil Transaction, AI Brazil will sell all of its interests in Nextel Holdings to NII Brazil. At the closing of the Nextel Brazil Transaction and the AI Brazil Transaction, AMX will indirectly own all of the issued and outstanding shares of Nextel Brazil.

Under the terms of the Purchase Agreement, AMX will acquire all of the issued and outstanding shares of NII Brazil for an aggregate purchase price of $905 million less net debt and subject to certain adjustments at closing, including reimbursement of capital expenditures up to a budgeted amount from March 1, 2019 to closing, a working capital adjustment (subject, in the case of an increase in net working capital, to a cap based on budgeted changes in working capital through the earlier of closing or December 31, 2019), and a deduction for the amount (if any) by which certain budgeted selling and marketing costs exceed actual spend on such costs from March 1, 2019 to closing. NII will receive approximately 70% of the final net proceeds after deducting a $2 million preferred share return due to AI Brazil and deducting certain transaction expenses and increases in accrued tax contingencies, if any. AMX will place $30 million of NII's portion of the net proceeds into an 18-month escrow account to secure NII's indemnification obligations under the Purchase Agreement.

In connection with the Nextel Brazil Transaction, NII and AI Brazil have also entered into the Side Letter, which, among other matters, resolves an outstanding disagreement regarding the treatment of our investment into Nextel Holdings through an agreement regarding the sharing of any proceeds that may be released from the Mexico Escrow. Pursuant to the Side Letter, NII and AI Brazil have agreed that after the closing of the Nextel Brazil Transaction, AI Brazil will be entitled to the first $10 million and 6% of additional amounts recovered from the Mexico Escrow, in both cases, if and when funds are released. NII has also agreed to indemnify AI Brazil for damages that may arise from certain tax contingencies, transaction expenses, transaction-related litigation and other matters in connection with its participation in the Nextel Brazil Transaction.

CLOSING

The closing of the transactions set forth in the Purchase Agreement will take place at 10:00 a.m. New York City time, on the date that is two business days following the satisfaction or waiver of the conditions to the closing contained therein, unless the parties agree to another time or date for the closing to occur.

TERMINATION OF THE PURCHASE AGREEMENT

The Purchase Agreement may be terminated in the following circumstances:

by mutual written consent of NII, NIIH, AMX and AI Brazil;

automatically, if the closing has not occurred and AMX and NII have not agreed in writing to the 2020 Transaction Budget prior to 5:00 p.m., New York City time, on December 31, 2019;

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by either AMX or NII if the closing has not occurred by 5:00 p.m., New York City time, on December 31, 2019 (the "Termination Date"), unless all conditions to closing (other than certain regulatory and antitrust conditions) have been satisfied and AMX and NII have agreed in writing to the 2020 Transaction Budget, in which case the Termination Date will be automatically extended to March 31, 2020;

by AMX, AI Brazil or NII if the closing has not occurred by 5:00 p.m., New York City time, on March 31, 2020;

by either AMX or NII if:

    there is in effect any law or final non-appealable order of a governmental authority that restrains, enjoins or otherwise prohibits the consummation of the Sale; or

    the required approval of NII's stockholders is not obtained at the Special Meeting (including any adjournment or postponement thereof) at which a vote on such approval is taken;

by AMX if:

    there has been a breach of any of AI Brazil's, NIIH's or NII's representations, warranties or covenants contained in the Purchase Agreement that would result in the failure of the applicable closing condition to be satisfied, and such breach is not cured by the earlier of (i) 10 business days following AMX's written notice to NII and (ii) the Termination Date;

    any condition to AMX's obligations to consummate the Sale and related transactions has become incapable of satisfaction by the Termination Date, other than as a result of a breach by AMX of the Purchase Agreement, and such condition is not waived by AMX; or

    prior to NII's stockholders' approval of the Sale, (i) an Adverse Recommendation Change has occurred or (ii) we or NIIH intentionally breached certain non-solicitation obligations;

by NII if:

    there has been a breach of any of AMX's representations, warranties or covenants contained in the Purchase Agreement which would result in the failure of the applicable closing condition to be satisfied, and such breach has not been cured by the earlier of (i) 10 business days following NII's written notice to AMX and (ii) the Termination Date;

    any condition to NIIH's obligations to consummate the Sale and related transactions has become incapable of satisfaction by the Termination Date, other than as a result of a breach by NIIH of the Purchase Agreement, and such condition is not waived by NIIH; or

    prior to NII's stockholders' approval of the Sale, our Board has authorized NII or its subsidiaries to enter into a definitive agreement with respect to a superior proposal, provided that we have complied with the non-solicitation obligations set forth in the Purchase Agreement and we pay the break-up fee to AMX.

BREAK-UP FEE

We will be required to pay AMX a $25 million break-up fee if:

we terminate the Purchase Agreement in connection with entering into a definitive agreement for a competing transaction that constitutes a Superior Proposal;

AMX terminates the Purchase Agreement because prior to the receipt of our stockholder approval, an Adverse Recommendation Change occurs or we or NIIH intentionally breach certain non-solicitation obligations; or

if the Purchase Agreement is terminated pursuant to certain provisions, prior to such termination any person makes an Acquisition Proposal and, within twelve months following such termination, we or any of our subsidiaries enter into a definitive agreement with respect to, or consummates, a transaction contemplated by an Acquisition Proposal (solely for purposes of this provision, 50% shall replace 20% in the definition of Parent Takeover Proposal).

For purposes of the Purchase Agreement, an "Adverse Recommendation Change" occurs if our Board or any committee thereof takes any of the following actions: (A) withdraw (or qualify or modify in any manner adverse to AMX), or publicly propose to withdraw (or so qualify or modify) its recommendation to stockholders to vote in favor of the Sale, (B) fail to include in this proxy statement its recommendation to stockholders to vote in favor of the Sale, (C) take any action to exempt any person (other than AMX and its affiliates) from the provisions of Section 203 of the DGCL or any other state takeover statute, (D) with respect to any publicly announced Acquisition Proposal, fail to publicly reaffirm the Board's recommendation to stockholders to vote in favor of the Sale within three business days after AMX so requests in writing, (E) if a tender or

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exchange offer for shares of NII's common stock is commenced, fail to recommend against any such tender or exchange offer within three business days after commencement of such offer, (F) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal or alternative acquisition agreement or (G) publicly announce that an Acquisition Proposal constitutes a Superior Proposal.

We may also be required to pay AMX its documented out-of-pocket expenses of up to $2 million incurred in connection with the transactions if the Purchase Agreement is terminated as a result of not obtaining stockholder approval (such reimbursed expenses to be credited against any payment of the break-up fee, if payable).

REPRESENTATIONS AND WARRANTIES

The Purchase Agreement contains representations and warranties made by NII, NIIH, AI Brazil and AMX. The statements embodied in those representations and warranties were made solely for purposes of the Purchase Agreement and for the benefit of the parties to the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement (including in the disclosure schedules prepared by NII, NIIH and AI Brazil).

The representations and warranties made by NII and NIIH relate to, among other things, the following:

due organization, valid existence, the power to hold stakes in Luxembourg and foreign undertakings and the authority to own, lease, and operate its properties to carry on its business as now conducted;

corporate authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, the Purchase Agreement and ancillary agreements;

absence of violations of, or conflicts with, organizational documents, applicable law and certain contracts or permits as a result of entering into the Purchase Agreement and consummating the transactions contemplated thereby;

consents, waivers or approvals required in connection with the consummation of the transactions;

NIIH's title to all of the issued and outstanding shares of NII Brazil;

opinions passing upon the fairness of the consideration payable to NII in the transactions; and

the solvency of NII and NIIH.

In respect of the Entities (as defined in the Purchase Agreement), we, together with NIIH, made representations and warranties that relate to, among other things, the following:

due organization and corporate powers;

capitalization of the Entities and completion of the NII Internal Reorganization (as defined in the Purchase Agreement);

absence of violations of, or conflicts with, organizational documents, applicable law and certain contracts or permits as a result of entering into the Purchase Agreement and consummating the transactions contemplated thereby;

certain financial statements;

absence of any undisclosed liabilities;

tax matters;

real property matters;

intellectual property matters and the collection and use of personally identifiable information;

material contracts;

labor, employee and employee benefit matters;

litigation matters;

compliance with laws and permit matters;

environmental matters;

broker's or finder's fees;

insurance matters;

sufficiency of assets;

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numbers of subscribers and transmission tower information;

the operation of the business, and the absence of any change, that could have a seller material adverse effect since December 31, 2017;

related party transactions and intercompany notes;

conduct of holding company entities;

absence of violations of anti-corruption and anti-money laundering laws;

powers of attorney;

solvency;

information in this proxy statement; and

NII stockholder approval requirements.

AI Brazil made representations and warranties that relate to, among other things, the following:

due organization, valid existence, and authority to own, lease, and operate its properties to carry on its business as now conducted;

corporate authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, the Purchase Agreement and ancillary agreements;

absence of violations of, or conflicts with, organizational documents, applicable law and certain contracts or permits as a result of entering into the Purchase Agreement and consummating the transactions contemplated thereby; and

AI Brazil's title to all of its interests in Nextel Holdings.

The representation and warranties made by AMX are more limited and relate to, among other things, the following:

due organization, valid existence, and authority to own, lease, and operate its properties to carry on its business as now conducted;

corporate authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, the Purchase Agreement;

absence of violations of, or conflicts with, organizational documents, applicable law and certain contracts or permits as a result of entering into the Purchase Agreement and consummating the transactions contemplated thereby;

litigation matters;

broker's or finder's fees;

financial capability;

information supplied; and

investigation.

CONDUCT OF THE BUSINESS

We and NIIH have agreed to covenants in the Purchase Agreement that affect the conduct of the Entities between the date of the Purchase Agreement until the closing of the transactions contemplated by the Purchase Agreement.

Prior to the earlier of the closing or the termination of the Purchase Agreement, except as (i) required by law or any governmental authority, (ii) as expressly required by the Purchase Agreement or (iii) with the prior written consent of Purchaser, NIIH will cause each Entity to (and provide necessary funding to permit such Entity to):

conduct its business in the ordinary course consistent with past practice;

use its reasonable best efforts to operate according to the 2019 Transaction Budget (as defined in the Purchase Agreement) (and, if applicable, the 2020 Transaction Budget, which will be prepared by NII in good faith consistent with the 2019 Transaction Budget and will be delivered to AMX not less than 15 business days prior to December 31, 2019); and

use commercially reasonable efforts to preserve its present business operations, organization and goodwill and maintain existing relations with governmental authorities, customers, suppliers and other persons with whom they have material commercial relationships and keep available the services of their employees, in each case, in all material respects.

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Prior to the earlier of the closing or the termination of the Purchase Agreement, except as (i) set forth in the applicable disclosure schedule provided in connection with the Purchase Agreement, (ii) required by applicable law or any governmental authority, (iii) as expressly required by the Purchase Agreement or (iv) with the prior written consent of AMX, NIIH will cause each Entity not to, and in certain cases as noted below, NII will not:

pay or declare any dividends or other distribution; repurchase or otherwise acquire any outstanding ownership interests in any Entity; or make any payment to or for the benefit of NIIH, AI Brazil or their respective affiliates other than another Entity;

transfer or grant purchase rights with respect to any of its equity interests;

effect any recapitalization, reclassification or like change in its capitalization or voluntarily adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

amend its certificate of incorporation, by-laws or articles of association, as applicable;

NII will not increase the compensation or benefits of any current or former employee of any Entity or grant or pay, or commit to grant or pay, any bonus or other incentive compensation, benefit or other compensation to any current employee of any Entity, in each case except as required by the terms of the relevant employee plan or by applicable law,

NII will not modify or terminate any employee benefit plan or collective bargaining agreements, or take certain actions with respect to personnel and employment decisions, in each case except as required by the terms of the relevant employee plan or by applicable law;

subject any properties or assets to a lien, except for permitted liens in the ordinary course of business;

acquire any material properties, rights or spectrum or sell, license, transfer or otherwise dispose of any of its material properties, rights, or telecommunication licenses;

cancel or compromise any material indebtedness or claim or waive or release any mater right or economic benefit outside of the ordinary course of business;

enter into or agree to any merger, consolidation, joint venture or strategic partnership;

acquire securities of any other person other than short-term financial investments in marketable securities made in the ordinary course of business

change accounting methods except as required by U.S. GAAP, Brazilian GAAP or applicable law;

enter into or modify any related party contracts;

terminate, renew, amend or otherwise modify in any material respect, or waive any material right under, any material contract or enter into a material contract outside of the ordinary course of business;

enter into any line of business in any geographic area other than the current lines of business of the Entities and products and services reasonably ancillary thereto; except as currently conducted, engage in the conduct of any business in any state that would require the receipt of a new or transfer of an existing telecommunication license; or conduct any business operations outside of Brazil (excluding pursuant to customary roaming arrangements and procurement of services from persons outside of Brazil);

fail to maintain any telecommunication license or permit material to operations;

make a loan to or advance capital to any person (other than intra-company transactions and employee advances in the ordinary course not to exceed R$10,000 in the aggregate to any single person);

incur certain types of indebtedness other than third party Indebtedness in an aggregate amount less than R$10,000,000, only to the extent that such indebtedness is repayable at the option of the borrower without penalty and NIIH provides AMX with prior notice specifying the intended use of proceeds;

enter into any capital expenditure commitments not included in the 2019 Transaction Budget or, if applicable, the 2020 Transaction Budget that will not be reflected as a liability in certain closing calculations;

enter into any lease of real or personal property for which liabilities are required to be classified and accounted for under U.S. GAAP as capital leases;

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delay or postpone the payment of accounts payable or accrued expenses, or accelerate the collection of accounts receivable outside of the ordinary course of business; change cash management policies; or engage in any discounts or price reductions or alter the extension of credit terms to any customer outside of the ordinary course of business;

settle certain types of claims and legal proceedings;

make, change or revoke any material tax election or make certain other changes with respect to tax accounting, tax attribute, tax return or resolution of any material tax dispute;

use certain types of tax credits;

modify or terminate the terms of intercompany notes; or

agree in writing to do any of the above or anything else prohibited by this covenant.

OTHER COVENANTS

In addition to the other covenants described above, the Purchase Agreement contains covenants relating to, among other things, the following:

access to information;

publicity;

the preparation of a proxy statement by NII and holding of the stockholder meeting; and

an amendment by NII of the terms of the Indenture, or in the alternative, a cash deposit into an escrow account in an amount defined by the terms of the Indenture.

REGULATORY AND ANTITRUST APPROVALS

The consummation of the transactions contemplated by the Purchase Agreement is conditioned on, among other things, the receipt of Brazilian regulatory approval and antitrust approval.

The term "regulatory approval" means the approval of ANATEL and any other governmental authority (excluding antitrust approval) for the change of control of the Entities that is required to be received, which shall be deemed to have been obtained upon the later to occur of: (i) the publication of such approval in the Official Gazette and (ii) the fulfillment of all conditions or obligations that ANATEL may impose to obtain such approval.

The term "antitrust approval" means the authorization of the transactions contemplated by the Purchase Agreement by the Brazilian antitrust authority (CADE) ( Conselho Administrativo de Defesa Econômica ) pursuant to the antitrust statutes, which shall be deemed to have been obtained upon the earlier to occur of: (i) the expiration of the 15-day period following the publication in the Official Gazette, as set forth in Articles 162 and 172 of Resolution No. 1, dated May 29, 2012 (as updated by Resolution No. 20/2017), of the final opinion approving the transactions by CADE's General Superintendence; (ii) the publication in the Official Gazette of a final decision on the transactions by CADE's Administrative Tribunal; or (iii) the expiration of all applicable time limitations under the antitrust statutes without the objection or issuance of a final decision by the Brazilian antitrust authority.

NO SOLICITATION / SUPERIOR PROPOSAL

For purposes of the Purchase Agreement an "Acquisition Proposal" means any Brazil Proposal or Parent Takeover Proposal:

a "Brazil Proposal" means any bona fide proposal or offer from a third party relating to any (i) merger, consolidation, or business combination with respect to NII Brazil or any NII Brazil subsidiary (ii) acquisition in any manner, directly or indirectly, of any of the issued and outstanding shares of NII Brazil or any other equity interests of NII Brazil or any NII Brazil

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    subsidiary, or (iii) acquisition of any of the assets of Nextel Brazil, other than a disposition of assets permitted in accordance with the Purchase Agreement;

a "Parent Takeover Proposal" means: any bona fide proposal or offer from a third party relating to any (i) merger, consolidation, or business combination involving NII that, if consummated, would result in such third party owning, directly or indirectly, 20% or more of the consolidated assets, net revenues or net income of NII and its subsidiaries, taken as a whole, (ii) acquisition in any manner, directly or indirectly, of more than 20% of the outstanding equity interests of NII or any resulting parent company of NII, or (iii) acquisition in any manner, directly or indirectly, of assets of NII or its subsidiaries representing more than 20% of NII's consolidated assets.

a "Superior Proposal" means (i) a Brazil Proposal that would result in the third party making such proposal owning (A) 100% of the equity interests or assets of NIIH or NII Brazil, (B) all of the equity interests of Nextel Holdings that are owned by NII Brazil, (C) all of the assets of Nextel Holdings or (D) 100% of the equity interests or assets of Brazil Parent or Nextel Brazil or (ii) a Parent Takeover Proposal that would result in the third party making such proposal owning 80% or more of the equity interests or assets of NII or NIIH, in each case, that our Board determines in good faith, after consultation with our outside legal counsel and financial advisor, (A) is more favorable to our stockholders than the transactions contemplated by the Purchase Agreement (after taking into account the break-up fee and any revised proposal offered by AMX), (B) is not conditioned on the receipt of financing and (C) is reasonably likely to be consummated on the terms proposed.

NII and AI Brazil have agreed under the Purchase Agreement, subject to certain exceptions described below, that they will not, and will not permit any of its subsidiaries to, and will use its reasonable best efforts to cause its representatives not to, among other things:

initiate, solicit or knowingly encourage or facilitate the making of any Acquisition Proposal or any inquiry, proposal or request for information that may reasonably be expected to lead to an Acquisition Proposal;

engage in negotiations or discussions with, or furnish any information concerning any of the Entities, NIIH or Parent to, any third party relating to an Acquisition Proposal or any inquiry, proposal or request for information that may reasonably be expected to lead to an Acquisition Proposal;

enter into any agreement or understanding with respect to an Acquisition Proposal;

accept, approve or recommend, or submit to NII stockholders, any Acquisition Proposal;

take any action to exempt any person (other than AMX and its affiliates) from the provisions of Section 203 of the DGCL or any other state takeover statute; or

resolve or agree to do any of the foregoing.

Notwithstanding the restrictions described above, if we receive, at any time prior to the approval of the Purchase Agreement by our stockholders, an unsolicited written Acquisition Proposal which our Board determines in good faith, after consultation with our legal and financial advisors, constitutes a Superior Proposal, or is reasonably likely to result in a Superior Proposal, then if such Acquisition Proposal did not result from a breach of the restrictions described above, we may:

furnish nonpublic information to the person making such Acquisition Proposal (subject to receipt of an acceptable confidentiality agreement); and

engage in discussions or negotiations with such person with respect to such Acquisition Proposal.

We have agreed to notify AMX and AI Brazil if we receive an Acquisition Proposal.

Notwithstanding the foregoing restrictions, at any time prior to the approval of the Purchase Agreement by our stockholders, our Board may terminate the Purchase Agreement (subject also to payment of the break-up fee) in response to an unsolicited Acquisition Proposal if our Board determines in good faith, after consultation with legal and financial advisors, that the Acquisition Proposal is a Superior Proposal and that the failure to do so would be a breach of the fiduciary duties of our Board under applicable law, provided that we comply with the procedures and requirements below:

We give AMX and AI Brazil at least five business days' prior written notice of our Board's intention to accept such Superior Proposal;

We negotiate in good faith with AMX during such notice period with respect to revisions to the Purchase Agreement;

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Our Board has met to consider any revised proposal by AMX; and

Prior to the expiration of such notice period, AMX does not make a proposal to adjust the terms and conditions of the Purchase Agreement that our Board determines in good faith (after consultation with its legal and financial advisors) to be at least as favorable as the Superior Proposal after giving effect to the payment of the break-up fee.

In addition, at any time prior to our stockholder approval of the Purchase Agreement other than in connection with a Superior Proposal, our Board may effect an Adverse Recommendation Change in response to an "intervening event" if our Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would be a breach of its fiduciary duties under applicable law and if we have complied with certain notice and negotiation requirements set forth in the Purchase Agreement. An "intervening event" means any effect that has not arisen as a result of an intentional breach of the Purchase Agreement by us or our affiliates, that (i) is material to us and our subsidiaries, taken as a whole, (ii) that was not known or reasonably foreseeable to our Board on or prior to the date of the Purchase Agreement, and (iii) becomes known to our Board prior to the stockholder approval, but excluding any effect arising from or relating to (i) an Acquisition Proposal or (ii) any of certain effects described in the definition of Seller Material Adverse Effect.

CONDITIONS TO THE SALE

The obligations of AMX to complete the Sale and related transactions are also subject to the satisfaction or waiver of other conditions, including that:

subject to certain materiality qualifiers, the representations and warranties made in the Purchase Agreement by NII and NIIH shall be true and correct as of the date of the Purchase Agreement and as of the closing date and AMX shall have received a certificate signed by an executive officer of NII certifying the condition has been satisfied;

subject to certain materiality qualifiers, the representations and warranties made in the Purchase Agreement by AI Brazil shall be true and correct as of the date of the Purchase Agreement and as of the closing date and AMX shall have received a certificate signed by an authorized officer of AI Brazil certifying the condition has been satisfied;

NII and NIIH shall have performed and complied in all respects with their obligations relating to intercompany notes and shall have performed and complied in all material respects with all other obligations and agreements required by the Purchase Agreement to be performed or complied with by NII or NIIH on or before the closing date, and AMX shall have received a certificate signed by an executive officer of NII certifying the condition has been satisfied;

AI Brazil shall have performed and complied in all material respects with all obligations and agreements required by the Purchase Agreement to be performed or complied with by AI Brazil on or before the closing date, and AMX shall have received a certificate signed by an authorized officer of AI Brazil certifying the condition has been satisfied;

since the date of the Purchase Agreement, there shall not have occurred any effect that, individually or in the aggregate, has had or is reasonably expected to have a Seller Material Adverse Effect and AMX shall have received a certificate signed by an executive officer of NII certifying the condition has been satisfied;

the closing deliverables required under the Purchase Agreement shall have been delivered to AMX;

the AI Brazil Transaction shall have been consummated prior to or concurrently with the Closing;

AMX shall have received (i) evidence satisfactory to AMX that the Indenture dated August 14, 2018 with respect to NII's 4.25% Convertible Senior Notes due 2023 (the "Indenture") has been amended to eliminate the obligations under Article 11 of the Indenture and any similar successor obligor provisions, or (ii) from NII and the Indenture trustee an executed escrow agreement in accordance with Article 11 of the Indenture providing for a deposit, at the closing of the Sale, of certain escrow amounts sufficient to satisfy NII's obligations under the Indenture; and

the required regulatory approval and antitrust approval shall each have been obtained without the imposition of any burdensome condition (as described above under " Regulatory and Antitrust Approvals " beginning on page 60).

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The obligations of NIIH and AI Brazil to complete the Sale and related transactions are also subject to the satisfaction or waiver of other conditions, including that:

subject to certain materiality qualifiers, the representations and warranties made in the Purchase Agreement by AMX shall be true and correct as of the date of the Purchase Agreement and as of the closing date and NIIH and AI Brazil shall have received a certificate signed by an authorized officer of AMX certifying that the condition has been satisfied;

AMX shall have performed and complied in all material respects with all obligations and agreements required by the Purchase Agreement to be performed or complied with by AMX on or before the closing date, and NIIH and AI Brazil shall have received a certificate signed by an authorized officer of AMX certifying that the condition has been satisfied; and

the closing deliverables required under the Purchase Agreement shall have been delivered to NIIH and AI Brazil.

Each party's obligation to complete the Sale and related transactions is subject to the satisfaction or waiver of the following conditions:

the absence of any law or order prohibiting the consummation of the Sale and the other transactions contemplated by the Purchase Agreement;

the required regulatory approval and antitrust approval having been obtained; and

the approval of the Sale by the affirmative vote of the holders of a majority of the outstanding NII shares entitled to vote on the Sale.

SURVIVAL AND INDEMNIFICATION

The representations and warranties in the Purchase Agreement generally survive for 18 months from the closing date, although certain fundamental representations dealing with matters such as organization of the entities, authorization, capitalization, and title to shares survive indefinitely. The covenants and agreements contained in the Purchase Agreement that are to be performed in full on or prior to the closing will survive for 18 months from the closing date. The covenants and agreements that are to be performed in whole or in part after the closing will survive the closing until performed in accordance with their terms.

Subject to certain limitations, NII has agreed to indemnify and hold harmless AMX and its affiliates from and against any and all losses incurred by such parties arising out of:

any failure of any representation or warranty to be true and correct as of the date of the Purchase Agreement or as of the closing date;

any nonfulfillment, violation or breach of any covenant or agreement made by NII or NIIH;

the NII Internal Reorganization;

any Intercompany Notes Modification (as defined in the Purchase Agreement) not taken at the written request of AMX; or

any nonfulfillment, violation or breach of NII or any of its Affiliates of the Indenture.

The indemnifications obligations of NII with respect to any breach of representation or warranty made by NII or NIIH in the Purchase Agreement are generally subject to:

exclusions for de minimis individual items or groups of related items of less than $50,000 in the aggregate, provided that NII will be liable for all claims of $50,000 or greater from the first dollar of damages incurred; and

a first-dollar basket for claims in the aggregate that must exceed $7 million.

The maximum aggregate amount of indemnifiable damages with respect to any breach of representation or warranty made by NII or NIIH and with respect to pre-closing taxes will not exceed the escrow amount of $30 million.

These limitations do not apply to certain fundamental representations made by NII and NIIH.

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AMENDMENT

The Purchase Agreement may be amended by written agreement of the parties thereto, whether before or after we receive stockholder approval. However, after we receive stockholder approval, we will not enter into any amendment to the Purchase Agreement that by law requires further approval by our stockholders without such further approval.

GUARANTEES

We guarantee the complete performance and payment of all of NIIH's and its affiliates' obligations under the Purchase Agreement.

GOVERNING LAW

The Purchase Agreement is governed and construed in accordance with the laws of the state of New York.

AMENDMENT TO THE PURCHASE AGREEMENT

On April 17, 2019, AMX, NIIH, AI Brazil and NII entered into an amendment to the Purchase Agreement (the "Amendment") that:

extends the deadline for filing this proxy statement with the SEC to April 24, 2019; and

amends and restates an exhibit to the Purchase Agreement, which addresses the final description of the accounting policies NII used to prepare certain audited consolidated financial statements and provides for an illustrative calculation of the purchase price.

A copy of the Amendment is attached to this proxy statement as Annex B.

SUMMARY OF SIDE LETTER

In connection with the Nextel Brazil Transaction, NII and AI Brazil entered into the Side Letter, the terms of which relate to, in part, the following:

an agreement that after the closing of the Nextel Brazil Transaction, AI Brazil will be entitled to the first $10 million and 6% of additional amounts recovered from the Mexico Escrow, in both cases, if and when funds are released;

a requirement that we consult with AI Brazil on any Superior Proposal and a requirement that AI Brazil receive the consideration contemplated under the Shareholders Agreement with AI Brazil in any Superior Proposal; and

a requirement that we indemnify AI Brazil from and against any and all damages AI Brazil actually suffers resulting from, arising out of or incurred in connection with certain matters, including:

    any and all Unpaid Transaction Expenses (as defined in the Purchase Agreement);

    a reduction in the portion of the purchase price payable to AI Brazil pursuant to the Purchase Agreement as a result of, or claims by AMX under the Purchase Agreement arising out of or related to certain tax related matters;

    any liabilities or reduction in purchase price associated with any Intercompany Notes Modification or Requested Notes Modification (each as defined in the Purchase Agreement); and

    any amounts payable under the Retention Plan (as defined in the Purchase Agreement), whether or not the Transactions are consummated.

A copy of the Side Letter is attached to this proxy statement as Annex C .

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RELATED INFORMATION

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SALE

The following discussion is a general summary of certain material U.S. federal income tax consequences of the Sale. The following discussion is based on the Internal Revenue Code of 1986 (the "Code"), its legislative history, currently applicable and proposed Treasury regulations (the "Treasury Regulations") and published rulings and decisions, all as currently in effect as of the date of this proxy statement, an all of which are subject to change, possibly with retroactive effect. Tax considerations under state and local laws, federal laws other than those pertaining to income tax, or non-U.S. tax laws are not addressed in this proxy statement. The following discussion has no binding effect on the Internal Revenue Service ("IRS") or the courts.

The Sale is entirely a corporate action. The Sale will not result in any direct U.S. federal income tax consequences to our stockholders. We believe that we will not incur any U.S. federal income tax as a result of the Sale, as the Sale is expected to generate a significant loss for U.S. federal income tax purposes. Each stockholder is urged to consult his or her own tax advisor as to the U.S. federal income tax consequences of the Sale.

CERTAIN ACCOUNTING CONSEQUENCES OF THE SALE

After we determine that it is probable the Sale will occur, we will start accounting for NII Brazil and its subsidiaries (including Nextel Brazil) as held-for-sale. We currently anticipate that the Sale will become probable of occurring after certain conditions precedent for the Sale to close are met, including stockholder approval. Under held-for-sale accounting, prior to the disposal of NII Brazil, we are required to report NII Brazil on our balance sheet at the lower of its carrying value or fair value less cost to sell. Based on NII Brazil's carrying value as of December 31, 2018, we expect that the fair value less cost to sell will exceed the carrying value. As a result, we do not expect to recognize a loss upon initially determining that NII Brazil should be accounted for as held-for-sale.

Upon determining that NII Brazil is held-for-sale, we will present NII Brazil as a discontinued operation in our consolidated financial statements. As a result, we will present NII Brazil's results of operations as a single line item under discontinued operations within NII's consolidated statement of operations, and NII Brazil's assets and liabilities as single line items under assets and liabilities held-for-sale within current and non-current assets and liabilities on our consolidated balance sheet.

Upon closing of the Sale, we will derecognize NII Brazil's and its subsidiaries' (including Nextel Brazil) assets and liabilities from our balance sheet and will reflect therein the effect of the receipt of the proceeds from the Sale. Also, upon closing of the Sale, we will derecognize AI Brazil's noncontrolling interest investment, as well as the cumulative foreign currency translation adjustment. We will also be required to record a liability, pursuant to the applicable accounting rules related to guarantees, for the fair value of our indemnification obligations under the Purchase Agreement.

Further, upon closing of the Sale, we expect to record a gain on the sale equal to the difference between the purchase price received, net of the fair value of any indemnification obligations, and the carrying value of NII Brazil.

APPRAISAL RIGHTS

Neither the DGCL nor our organizational documents provide for appraisal rights, rights of objecting stockholders or other similar rights in connection with a sale of substantially all of NII's assets.

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EFFECTS ON NII IF THE SALE IS COMPLETED

If the Sale is completed, AMX will acquire all of the equity interests in NII Brazil for an aggregate purchase price of $905 million less net debt and subject to certain adjustments at closing, including reimbursement of capital expenditures up to a budgeted amount from March 1, 2019 to closing, a working capital adjustment (subject, in the case of an increase in net working capital, to a cap based on budgeted changes in working capital through the earlier of closing or December 31, 2019), and a deduction for the amount (if any) by which certain budgeted selling and marketing costs exceed actual spend on such costs from March 1, 2019 to closing. NII will receive approximately 70% of the final net proceeds after deducting a $2 million preferred share return due to AI Brazil and deducting certain transaction expenses and increases in accrued tax contingencies, if any. AMX will place $30 million of NII's portion of the net proceeds into an 18-month escrow account to secure NII's indemnification obligations under the Purchase Agreement.

Also, pursuant to the Side Letter, NII and AI Brazil have agreed that if the Sale is consummated, AI Brazil will be entitled to the first $10 million and 6% of additional amounts recovered from the Mexico Escrow, in both cases, if and when funds are released. NII has also agreed to indemnify AI Brazil for damages that may arise from certain tax contingencies, transaction expenses, transaction-related litigation and other matters in connection with its participation in the Nextel Brazil Transaction.

After we complete the Sale, we intend to dissolve, assuming that our stockholders authorize the Dissolution. As part of the Dissolution, the remaining proceeds from the Sale, combined with the proceeds received from the Mexico Escrow and our other cash assets, would be distributed from time to time to our stockholders of record on the date of the Dissolution, subject to payment of general expenses associated with the Dissolution, the payment of all known liabilities and the reservation of funds to pay possible future and contingent liabilities, in accordance with the Plan of Dissolution and Delaware law. See " Our Plan of Dissolution " beginning on page 72.

If our stockholders do not authorize the Dissolution, or if for any other reason our Board decides not to proceed with the Dissolution, we may continue to operate, although we will not have any operational assets, and our Board may consider distributing some of our cash assets to our stockholders or investing in new wireless communications properties or interests, subject to the sole discretion of our directors, based on what they believe is in the best interests of NII and our stockholders.

INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS IN THE SALE

In considering the recommendations of the Board that our stockholders vote in favor of the Sale Proposal, the Dissolution Proposal and the Compensation Proposal, our stockholders should be aware that our directors and executive officers may have interests in the Sale that differ from, or are in addition to, their interests as stockholders of NII. The Board was aware of these interests and took them into account in its decision to approve the Sale and the Dissolution.

Certain executive officers and directors may be entitled to acceleration of outstanding equity awards, potential severance benefits, change of control payments and other payments and, as such, may have interests in the Sale that are different from your interests as a stockholder and such interests may present actual or potential conflicts of interest. In addition, our directors and executive officers have ongoing rights to indemnification and insurance coverage for acts or omissions occurring prior to the Sale.

These interests are described in more detail below and, with respect to the named executive officers of NII, are quantified in the Golden Parachute Compensation table in the section entitled " Executive Officer Change of Control Compensation" beginning on page 83. Our Board was aware of these interests and considered them when it adopted the Purchase Agreement and approved the Sale.

VOTE REQUIRED

The affirmative vote of a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Sale Proposal is required to approve the Sale Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Sale Proposal.

Our Board recommends that the stockholders vote "FOR" the Sale Proposal to approve the Sale on the terms and conditions of the Purchase Agreement.

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PROPOSAL 2 — APPROVAL OF THE LIQUIDATION AND DISSOLUTION PURSUANT TO THE PLAN OF DISSOLUTION

We are asking you to authorize and approve the Dissolution. Our Board has determined that the Dissolution is advisable and in the best interests of the Company and our stockholders, has approved the Dissolution and has adopted the Plan of Dissolution. The reasons for the Dissolution are described under " Background of the Proposed Liquidation and Dissolution" beginning on page 68. The Dissolution is subject to the condition that the holders of a majority of our outstanding common stock authorize the Dissolution at the Special Meeting that is the subject of this proxy statement. Our Board unanimously recommends that our stockholders authorize the Dissolution.

In general terms, when we dissolve, we will cease conducting our business, wind up our affairs, dispose of our non-cash assets, pay or otherwise provide for our obligations, and distribute our remaining assets, if any, during a post-dissolution period of at least three years, as required by the DGCL. With respect to the Dissolution, we will follow the dissolution and winding up procedures prescribed by the DGCL, as described in further detail under "Delaware Law Applicable to Our Dissolution" beginning on page 69. Our liquidation, winding up and distribution procedures will be further guided by our Plan of Dissolution, as described in further detail under "Our Plan of Dissolution" beginning on page 72. You should carefully consider the risk factors relating to our complete liquidation and dissolution and described under " Risks Related to The Dissolution" beginning on page 25.

Subject to the requirements of the DGCL and our Plan of Dissolution, as further described below, our winding up procedures will entail the consummation of the Sale, the proceeds of which, combined with any proceeds from the Mexico Escrow and our existing cash on hand, will be used to pay:

income and other taxes for periods ending on or before December 31, 2018, and income and other taxes associated with our pre-dissolution operations and post-dissolution and winding up operations in subsequent years, including the liquidation, dissolution and winding up of our subsidiaries;

the costs associated with our Dissolution and winding up over the mandatory three-year post-dissolution survival period under the DGCL as described below; these costs may include, among others, general overhead and related expenses necessary to our operations during the implementation and administration of our Plan of Dissolution and fees and other amounts payable to professional advisors (including legal counsel, financial advisors and others) and to consultants and others assisting us with our Dissolution (however, we expect that these costs will be significantly less than the current amount of our general administrative and overhead expenses as we wind down operations and reduce the work hours and compensation payable to some of our officers and other employees);

the benefits associated with termination of employment of our officers and other employees, as further described under " Proposal 3 — Non-Binding Advisory Vote on Certain Compensation and Other Payments to Directors and Named Executive Officers" beginning on page 79;

any claims by others against us that we do not reject as part of the dissolution process;

any amounts owed by us under contracts with third parties;

the funding of any reserves or other security we are required to establish, or deem appropriate to establish, to pay for asserted claims (including lawsuits) and possible future claims, as further described below; and

to the extent remaining after provision for the above-described payments, liquidating distributions to be made to our stockholders, which distributions may be made from time to time as available and in accordance with the DGCL procedures described below.

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ESTIMATED DISTRIBUTIONS TO STOCKHOLDERS

We estimate that we will have approximately $251 million of cash that we will be able to distribute to NII stockholders in connection with the Sale and Dissolution, which implies a per share distribution of $2.47. Calculating such an estimate is inherently uncertain and requires that we make a number of assumptions regarding future events, many of which are unlikely to ultimately be true. We used the following assumptions when calculating the estimated distributable cash value: (i) closing of the Sale occurs at the end of August 2019, (ii) the arithmetic average of the last-published PTAX Rate for each business day during the 30-calendar-day period ending on and including the day immediately prior to the Estimated Closing Statement Delivery Date (as defined in the Purchase Agreement) is 3.86, (iii) capex and working capital related purchase price adjustments are consistent with amounts contemplated under the transaction budget, (iv) the purchase price of the Sale is not adjusted for any tax contingencies, (v) we de-list from the NASDAQ and de-register with the SEC following closing of the Sale, (vi) we file the Certificate of Dissolution and implement the Plan of Dissolution shortly after closing of the Sale, (vii) our post-closing headcount is reduced substantially, (viii) no indemnification claims are made under the Purchase Agreement, (ix) we recover a net amount of $75 million under the Mexico Escrow and (x) we recover the entire amount of the $30 million indemnification escrow fund under the Purchase Agreement.

We also performed a sensitivity analysis that resulted in an estimated range of approximately $156 million to $273 million of distributable cash, which implies a range of $1.54 to $2.70 per share. Individual assumptions that impacted this analysis include the following: recovery from the indemnification escrow fund, Nextel Holdings' performance prior to closing, settlement of restricted stock units in cash instead of stock, working capital reimbursement differences from the transaction budget, purchase price adjustments for tax contingencies, cost savings at our headquarters and different levels of recovery from the Mexico Escrow.

In addition to the adjustments listed above, the amount of any distributable proceeds and our ability to make distributions to our stockholders is subject to a number of factors unrelated to the Sale, including the results of operations of Nextel Brazil, its cash funding needs, the amount and timing of Nextel Brazil's tax liabilities and tax credits, and developments relating to Nextel Brazil's existing litigation and litigation claims that may arise between signing and closing of the Sale. Other factors could also impact the amount of distributable cash, including changes in foreign currency exchange rates and the time at which the closing of the Sale occurs. We estimate that every 1% change in the base assumption for the exchange rate between the U.S. dollar and Brazilian real results in a +/- $0.02 per share change in distributable cash. Similarly, we estimate that every month after the assumed August 30, 2019 closing date that the transaction has not closed results in a per share loss in distributable cash between $0.01 and $0.02.

Our estimate of the anticipated initial distribution amounts is preliminary and many of the factors that are necessary to determine how much, if any, we will be able to distribute to our stockholders in liquidation are subject to change and outside of our control. While we intend to pursue matters related to our liquidation and winding up as quickly as possible after completion of the Sale, the timing of many elements of this process after our Dissolution will not be entirely within our control and, therefore, we are unable to estimate when we would be able to begin making any post-Dissolution liquidating distributions to our stockholders. See " Risks Related to The Dissolution" beginning on page 25.

The description of the Dissolution contained in this introductory section is general in nature and is subject to various other factors and requirements, as described in greater detail below.

BACKGROUND OF THE PROPOSED LIQUIDATION AND DISSOLUTION

Upon completion of the Sale, we will have sold substantially all of our assets, including all of the assets required to conduct our business. Rather than using the combination of the proceeds from the Mexico Escrow and the Sale to acquire new operations, the Board has determined that the more advisable course of action would be to liquidate and dissolve so that we can have the opportunity to provide some distribution of assets to our stockholders, after we take care of various obligations and contingencies, as described elsewhere in this proxy statement.

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PROPOSAL 2 — APPROVAL OF THE LIQUIDATION AND DISSOLUTION PURSUANT TO THE PLAN OF DISSOLUTION

During the ongoing strategic process and in connection with the negotiation of the Sale, the Board discussed from time-to-time its plan to liquidate and dissolve the Company following the consummation of the sale of all or substantially all of the Company's assets.

On March 6, 2019, members of our Board were provided with a draft Plan of Dissolution, as well as a description of the Dissolution, to be considered in preparation for the Board meeting to be held on March 12, 2019. At the March 12, 2019 meeting, our Board further considered the Dissolution. During this meeting, members of our Board had the opportunity to ask questions about the legal aspects of the Dissolution, and the Board's questions were answered by legal counsel and our executive officers.

At its meeting held on March 17, 2019, members of our Board once again discussed the Dissolution. After this discussion, our Board unanimously determined that the Dissolution was advisable and in the best interests of us and our stockholders, adopted the Plan of Dissolution, authorized the proposed Dissolution, recommended that our stockholders authorize the proposed Dissolution in accordance with the Plan of Dissolution, and generally authorized our officers to take all necessary actions to effect our Dissolution. This is the Plan of Dissolution that is attached to this proxy statement as Annex D .

DELAWARE LAW APPLICABLE TO OUR DISSOLUTION

We are a corporation organized under the laws of the State of Delaware and the Dissolution will be governed by the DGCL. The following is a brief summary of some of the DGCL provisions applicable to the Dissolution. The following summary is qualified in its entirely by Sections 275 through 283 of the DGCL, which are attached to this proxy statement as Annex E .

DELAWARE LAW GENERALLY

    Authorization of Board and Stockholders. If a corporation's board of directors deems it advisable that the corporation should dissolve, it may adopt a resolution to that effect by a majority vote of the whole board and notify the corporation's stockholders entitled to vote on the dissolution of the adoption of the resolution and the calling of a meeting of stockholders to act on the resolution. Our Board has unanimously adopted a resolution deeming the Dissolution advisable and in the best interests of the Company and our stockholders. This proxy statement and its accompanying materials constitute a notice to this effect to our stockholders and a notice of the Special Meeting at which our stockholders of record on the Record Date may vote to approve the Dissolution. The Dissolution must be authorized and approved by the holders of a majority of our outstanding common stock on the Record Date entitled to vote on the Dissolution Proposal.

    Certificate of Dissolution. If a corporation's stockholders authorize its dissolution, to consummate the dissolution the corporation must file a certificate of dissolution with the Secretary of State. The certificate of dissolution must include the corporation's name, the date the dissolution was authorized, a statement that the dissolution has been authorized by the corporation's board of directors and stockholders, the names and addresses of the directors and officers of the corporation and the date that the corporation's original certificate of incorporation was filed with the Secretary of State. If our stockholders authorize the Dissolution at the Special Meeting, we intend to file the Certificate of Dissolution with the Secretary of State as soon as practicable after the closing of the Sale. The timing of such filing is subject to the discretion of the Board. If the Sale, as described in this proxy statement, is not consummated for any reason (whether because our stockholders do not authorize the Sale at the Special Meeting, because the Purchase Agreement is terminated or for any other reason), then we do not intend to file the Certificate of Dissolution with the Secretary of State.

    Possible Permitted Abandonment of Dissolution. The resolution authorizing a dissolution adopted by a corporation's board of directors may provide that, notwithstanding authorization of the dissolution by the corporation's stockholders, the board of directors may abandon the dissolution without further action by the stockholders. While we do not currently foresee any reason that our Board would abandon our proposed Dissolution once it is authorized by our stockholders, to provide our Board with the maximum flexibility to act in the best interests of our stockholders, the resolutions adopted by our Board included this kind of provision.

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    Time of Dissolution. When a corporation's certificate of dissolution is filed with the Secretary of State and has become effective, along with the corporation's tender of all taxes (including Delaware franchise taxes) and fees authorized to be collected by the Secretary of State, the corporation will be dissolved.

CONTINUATION OF CORPORATION AFTER DISSOLUTION

A dissolved corporation continues its existence for three years after dissolution, or such longer period as the Delaware Court of Chancery may direct, for the purpose of prosecuting and defending suits and enabling the corporation to settle and close its business, to dispose of and convey its property, to discharge its liabilities and to distribute to its stockholders any remaining assets. A dissolved corporation may not, however, continue the business for which it was organized. Any action, suit or proceeding begun by or against the corporation before or during this survival period does not abate by reason of the dissolution, and for the purpose of any such action, suit or proceeding, the corporation will continue beyond the three-year period until any related judgments, orders or decrees are fully executed, without the necessity for any special direction by the Delaware Court of Chancery. Our Plan of Dissolution will govern our winding up process after dissolution. See "Our Plan of Dissolution" beginning on page 72.

PAYMENT AND DISTRIBUTION TO CLAIMANTS AND STOCKHOLDERS

A dissolved corporation must make provision for the payment (or reservation of funds as security for payment) of claims against the corporation in accordance with the applicable provisions of the DGCL and the distribution of remaining assets to the corporation's stockholders. The dissolved corporation may do this by following one of two procedures, as described below.

Safe Harbor Procedures under DGCL Sections 280 and 281(a) (the "Safe Harbor Procedures")

A dissolved corporation may elect to give notice of its dissolution to persons having a claim against the corporation (other than claims against the corporation in any pending actions, suits or proceedings to which the corporation is a party) ("Current Claimants") and to persons with contractual claims contingent on the occurrence or nonoccurrence of future events or otherwise conditional or unmatured ("Contingent Contractual Claimants"), and after giving these notices, following the procedures set forth in the DGCL, as described below.

CURRENT CLAIMANTS

Notices and Publication.  The notice to Current Claimants must state (1) that all such claims must be presented to the corporation in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim; (2) the mailing address to which the claim must be sent; (3) the date (the "Claim Date") by which the claim must be received by the corporation, which must be no earlier than 60 days from the date of the corporation's notice; (4) that the claim will be barred if not received by the Claim Date; (5) that the corporation may make distributions to other claimants and the corporation's stockholders without further notice to the Current Claimant; and (6) the aggregate annual amount of all distributions made by the corporation to its stockholders for each of the three years before the date of dissolution. The notice must be published at least once a week for two consecutive weeks in a newspaper of general circulation in the county in which the corporation's registered agent in Delaware is located and in the corporation's principal place of business and, in the case of a corporation having $10,000,000 or more in total assets at the time of dissolution, at least once in all editions of a daily newspaper with a national circulation. On or before the date of the first publication of the notice, the corporation must also mail a copy of the notice by certified or registered mail, return receipt requested, to each known claimant of the corporation, including persons with claims asserted against the corporation in a pending action, suit or proceeding to which the corporation is a party.

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PROPOSAL 2 — APPROVAL OF THE LIQUIDATION AND DISSOLUTION PURSUANT TO THE PLAN OF DISSOLUTION

Effect of Non-Responses to Notices.  If the dissolved corporation does not receive a response to the corporation's notice by the Claim Date from a Current Claimant who was given actual notice according to the foregoing paragraph, then the claimant's claim will be barred.

Treatment of Responses to Notices.  If the dissolved corporation receives a response to the corporation's notice by the Claim Date, the dissolved corporation may accept or reject, in whole or in part, the claim. If the dissolved corporation rejects a claim, it must mail a notice of the rejection to the Current Claimant by certified or registered mail, return receipt requested, within 90 days after receipt of the claim (or, if earlier, at least 150 days before the expiration of the post-dissolution survival period). The notice must state that any claim so rejected will be barred if the Current Claimant does not commence an action, suit or proceeding with respect to the claim within 120 days of the date of the rejection.

Effect of Non-Responses to Rejections of Claims.  If the dissolved corporation rejects a claim and the Current Claimant does not commence an action suit or proceeding with respect to the claim within the 120-day post-rejection period, then the Current Claimant's claim will be barred.

CONTINGENT CONTRACTUAL CLAIMANTS

Notices.  The notice to Contingent Contractual Claimants (persons with contractual claims contingent on the occurrence or nonoccurrence of future events or otherwise conditional or unmatured) must be in substantially the same form and sent and published in the same manner, as notices to Current Claimants and shall request that Contingent Contractual Claimants present their claims in accordance with the terms of such notice.

Responses to Contractual Claimants.  If the dissolved corporation receives a response by the date specified in the notice by which the claims from Contingent Contractual Claimants must be received by the corporation, which must be no earlier than 60 days from the date of the corporation's notice to Contingent Contractual Claimants, the dissolved corporation must offer to the Contingent Contractual Claimant such security as the dissolved corporation determines is sufficient to provide compensation to the claimant if the claim matures. This offer must be mailed to the Contingent Contractual Claimant by certified or registered mail, return receipt requested, within 90 days of the dissolved corporation's receipt of the claim (or, if earlier, at least 150 days before the expiration of the post-dissolution survival period). If the Contingent Contractual Claimant does not deliver to the dissolved corporation a written notice rejecting the offer within 120 days after receipt of the offer for security, the claimant is deemed to have accepted the security as the sole source from which to satisfy the claim against the dissolved corporation.

DETERMINATIONS BY DELAWARE COURT OF CHANCERY

A dissolved corporation that has complied with the Safe Harbor Procedures must petition the Delaware Court of Chancery to determine the amount and form of security that will be (1) reasonably likely to be sufficient to provide compensation for any claim against the dissolved corporation that is the subject of a pending action, suit or proceeding to which the dissolved corporation is a party, other than a claim barred pursuant to the Safe Harbor Procedures, (2) sufficient to provide compensation to any Contingent Contractual Claimant who has rejected the dissolved corporation's offer for security for such person's claims made pursuant to the Safe Harbor Procedures, and (3) reasonably likely to be sufficient to provide compensation for claims that have not been made known to the dissolved corporation or that have not arisen but that, based on facts known to the dissolved corporation, are likely to arise or to become known to the dissolved corporation within five years after the date of dissolution or such longer period of time as the Delaware Court of Chancery may determine, not to exceed ten years after the date of dissolution.

PAYMENTS AND DISTRIBUTIONS

If a dissolved corporation has followed the Safe Harbor Procedures, then it will (1) pay the current claims made but not rejected, (2) post the security offered and not rejected for contractual claims that are contingent, conditional or unmatured, (3) post any security ordered by the Delaware Court of Chancery in response to the dissolved corporation's petition to the court described above, and (4) pay or make provision for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the dissolved corporation. If there are insufficient assets to make these payments and provisions, then they will be satisfied ratably in accordance with legal priorities, to the extent that assets are available.

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PROPOSAL 2 — APPROVAL OF THE LIQUIDATION AND DISSOLUTION PURSUANT TO THE PLAN OF DISSOLUTION

All remaining assets will be distributed to the dissolved corporation's stockholders, but not earlier than 150 days after the date of the last notice of rejection given by the dissolved corporation to a Current Claimant pursuant to the Safe Harbor Procedures.

Alternative Procedures under DGCL Section 281(b) (the "Alternative Procedures")

If a dissolved corporation does not elect to follow the Safe Harbor Procedures, it must adopt a plan of distribution pursuant to which it will (1) pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation, (2) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the dissolved corporation that is the subject of a pending action, suit or proceeding to which the dissolved corporation is a party and (3) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the dissolved corporation or that have not arisen but that, based on facts known to the dissolved corporation, are likely to arise or to become known to the dissolved corporation within ten years after the date of dissolution. If there are insufficient assets to make these payments and provisions, then they will be satisfied ratably in accordance with legal priorities, to the extent assets are available. All remaining assets will be distributed to the dissolved corporation's stockholders.

LIABILITIES OF STOCKHOLDERS AND DIRECTORS

If a dissolved corporation follows either the Safe Harbor Procedures or the Alternative Procedures, then (1) a stockholder of the dissolved corporation's will not be liable for any claim against the dissolved corporation in an amount in excess of the lesser of (a) the stockholder's pro rata share of the claim and (b) the amount distributed to the stockholder. If a dissolved corporation follows the Safe Harbor Procedures, then a stockholder of the dissolved corporation will not be liable for any claim against the dissolved corporation on which an action, suit or proceeding is not begun before the expiration of the post-dissolution survival period. In no event will the aggregate liability of a stockholder of a dissolved corporation for claims against the dissolved corporation exceed the amount distributed to the stockholder in dissolution. If a dissolved corporation fully complies with either the Safe Harbor Procedures or the Alternative Procedures, then the dissolved corporation's directors will not be personally liable to the dissolved corporation's claimants.

APPLICATION OF THESE PROCEDURES TO US

We currently plan to elect to follow the Safe Harbor Procedures because we believe that these procedures offer more protection to our stockholders and, generally, provide a method to fulfill our responsibilities to claimants and stockholders in the Dissolution. While we are not currently aware of any legal claims against us, we believe that the more prudent course is to follow the Safe Harbor Procedures. However, our Plan of Dissolution specifically permits our Board to decide to abandon any plans to follow the Safe Harbor Procedures and to follow the Alternative Procedures permitted by Delaware law if our Board determines that following the Safe Harbor Procedures would be impracticable, inadvisable or otherwise not in our best interests. If we follow the Safe Harbor Procedures, then the required published notices would be published in a newspaper of general circulation in New Castle County, Delaware (the location of our registered agent), and Fairfax County, Virginia (the location of our principal place of business), as well as in a daily newspaper with national circulation, since our total assets exceed $10 million. For more information about our liquidation, winding up and distribution procedures, see "Our Plan of Dissolution" beginning on page 72.

OUR PLAN OF DISSOLUTION

The Dissolution will be conducted in accordance with the Plan of Dissolution, which is attached to this proxy statement as Annex D and incorporated by reference into this proxy statement. The following is a summary of our Plan of Dissolution and does not purport to be complete or contain all of the information that is important to you. To understand our Plan of Dissolution more fully, you are urged to read this proxy statement as well as the Plan of Dissolution. Our Plan of Dissolution may be modified, clarified or amended by action by our Board at any time and from time to time, as further described below.

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AUTHORIZATION AND EFFECTIVENESS

Our Plan of Dissolution may become effective after the holders of a majority of the outstanding stock entitled to vote on the Dissolution Proposal have authorized the Dissolution and will constitute our authorized plan and will evidence our authority to take all actions described in the Plan of Dissolution. Following the authorization of the Dissolution by our stockholders and the completion of the Sale, at such time as our Board determines to be appropriate, we will file the Certificate of Dissolution with the Secretary of State and ensure that all relevant taxes (including Delaware franchise taxes) and fees are paid. The effective time of our dissolution will be when the Certificate of Dissolution is filed with the office of the Secretary of State or such later date and time that is stated in the Certificate of Dissolution.

SURVIVAL PERIOD

For three years after the effective time (or such longer period as the Delaware Court of Chancery may direct) (the "Survival Period"), we will continue as a body corporate for the purpose of prosecuting and defending lawsuits (civil, criminal or administrative) by or against us; settling and closing our business; disposing of and conveying our property; discharging our liabilities in accordance with the DGCL; and distributing our remaining assets to our stockholders. We will no longer engage in the wireless communications service industry, except to the extent necessary to preserve the value of our assets and wind up our business affairs in accordance with our Plan of Dissolution. We anticipate that all distributions to our stockholders will be made in cash, and may be made at any time, from time to time, in accordance with the DGCL.

GENERAL LIQUIDATION, WINDING UP AND DISTRIBUTION PROCESS

We intend to elect to follow the Safe Harbor Procedures described under " Delaware Law Applicable to Our Dissolution " beginning on page 69. If for any reason our Board deems it inadvisable or impracticable to comply, or to continue to comply, with the Safe Harbor Procedures, then we will comply with the Alternative Procedures. If we use the Alternative Procedures, our Board will also adopt a separate plan of distribution in accordance with the Alternative Procedures.

The Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to NII's stockholders.

CONTINUING EMPLOYEES AND CONSULTANTS

During the Survival Period, we may select, retain, hire, employ or contract with employees, consultants, agents, trustees, independent professional advisors (including legal counsel, accountants and financial advisors) and others, as the Board may determine, from time to time, to be necessary or advisable to effect the Dissolution as described in our Plan of Dissolution. The Board expects that during the Dissolution, the Company will retain two employees and that it is likely that these employees will be the Vice President, Chief Financial Officer and the Vice President, General Counsel and Corporate Secretary or people with similar backgrounds and responsibilities. The Board also expects that outside legal and financial advisors will be retained to assist with the Dissolution.

After filing the Certificate of Dissolution, the Board expects it will reduce the size of the Board to three Board seats to save costs.

We may, in the absolute discretion of the Board, pay the Company's officers, directors, employees, consultants, agents and other representatives, compensation or additional compensation above their regular compensation, including pursuant to severance and retention agreements, in money or other property, in recognition of the extraordinary efforts they will be required to undertake in connection with the implementation of the Plan of Dissolution.

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COSTS AND EXPENSES

We will pay all costs and expenses that the Board may determine from time to time to be necessary or advisable to effect the Dissolution in accordance with the Plan of Dissolution and as may be necessary or advisable to continue our existence and operations. These costs and expenses may include, without limitation, brokerage, agency, professional, consulting and other fees and expenses of persons rendering services to the Company in connection with the matters described in the Plan of Dissolution and costs incurred to comply with contracts to which the Company is a party.

INDEMNIFICATION

We will continue to indemnify our officers, directors, employees and agents in accordance with, and to the extent required or permitted by, the DGCL, our certificate of incorporation, our bylaws and any contractual arrangements, whether these arrangements existed before the Dissolution or were entered into after the Dissolution. During the Survival Period, acts and omissions of any indemnified or insured person in connection with the implementation of the Plan of Dissolution will be covered to the same extent that they were covered before the effective time of the Dissolution. The Board is authorized to obtain and maintain insurance as may be necessary to cover the Company's indemnification obligations.

STOCKHOLDER CONSENT

Authorization of the Dissolution by the holders of a majority of the outstanding stock of the Company entitled to vote thereon shall, to the fullest extent permitted by law, constitute approval of all matters described in this proxy statement relating to the Dissolution, including our Plan of Dissolution. Authorization of the Dissolution by the holders of a majority of the outstanding stock of the Company shall constitute the authorization of the sale, exchange or other disposition in liquidation of all of the remaining property and assets of the Company after the effective time of the Dissolution, whether the sale, exchange or other disposition occurs in one transaction or a series of transactions, and shall constitute ratification of any and all contracts for sale, exchange or other disposition that are conditioned on stockholder approval.

SUBSIDIARIES

As part of the Dissolution, we may take actions with respect to each of our direct and indirect subsidiaries, based on the advice and counsel of our legal and other advisors and in accordance with the requirements of the laws and charter documents governing each subsidiary, to liquidate, dissolve or otherwise wind up each such subsidiary.

LEGAL CLAIMS

We will defend any claims against us, our officers or directors or our subsidiaries, whether a claim exists before the effective time of the Dissolution or is brought during the Survival Period, based on advice and counsel of our legal and other advisors and in such manner, at such time and with such costs and expenses as our Board may approve from time to time. During the Survival Period, we may continue to prosecute any claims that we had against others before the effective time of the Dissolution and may institute any new claims against any person as the Board may determine necessary or advisable to protect the Company and its assets and rights or to implement the Plan of Dissolution. At the Board's discretion, we may defend, prosecute or settle any lawsuits, as applicable.

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PROPOSAL 2 — APPROVAL OF THE LIQUIDATION AND DISSOLUTION PURSUANT TO THE PLAN OF DISSOLUTION

STOCK OF THE COMPANY

From and after the Final Record Date, and subject to applicable law, each holder of shares of our common stock shall cease to have any rights in respect of that stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Dissolution and the DGCL. After the effective time of the Dissolution, our stock transfer records shall be closed, and we will not record or recognize any transfer of our common stock occurring after the Final Record Date, except, in our sole discretion, such transfers occurring by will, intestate succession or operation of law as to which we have received adequate written notice. We expect the effective time of the Dissolution to be as soon as reasonably practicable after the Dissolution is approved by our stockholders and the consummation of the Sale, and we intend to provide advance notice to our stockholders prior to closing our stock transfer records. No stockholder shall have any appraisal rights in connection with our liquidation, dissolution and winding up.

UNCLAIMED DISTRIBUTIONS

If any distribution to a stockholder cannot be made, whether because the stockholder cannot be located, has not surrendered a certificate evidencing ownership of the Company's common stock or provided other evidence of ownership as required in the Plan of Dissolution or by the Board or for any other reason, the distribution to which the stockholder is otherwise entitled will be transferred, at such time as the final liquidating distribution is made by us, or as soon as practicable after that distribution, to the official of such state or other jurisdiction authorized by applicable law to receive the proceeds of the distribution. The proceeds of such distribution will thereafter be held solely for the benefit of and for ultimate distribution to the stockholder as the sole equitable owner of the distribution and will be treated as abandoned property and escheat to the applicable state or other jurisdiction in accordance with applicable law. The proceeds of any such distribution will not revert to or become the property of us or any other stockholder.

LIQUIDATING TRUST

While we do not currently propose transferring our assets to a liquidating trust, we may do so if deemed appropriate by our Board, based on advice of our legal, tax and accounting advisors. We may, for example, transfer assets to a liquidating trust if we are unable to complete the Dissolution within the initial three-years of the Survival Period.

ABANDONMENT, EXCEPTIONS, MODIFICATIONS, CLARIFICATIONS AND AMENDMENTS

Notwithstanding the authorization of the Dissolution by our stockholders as described in this proxy statement, our Board will have the right, as permitted by the DGCL, to abandon the Dissolution at any time before it becomes effective and terminate our Plan of Dissolution, without any action by our stockholders, if our Board determines that to do so is in the best interest of us and our stockholders. Without further action by our stockholders, our Board may, to the extent permitted by Delaware law, waive, modify or amend any part of our Plan of Dissolution, and may provide for exceptions to or clarifications of the terms of our Plan of Dissolution. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND THE DGCL

During the Survival Period, we will continue to be governed by our certificate of incorporation and bylaws, insofar as their terms apply and insofar as necessary or appropriate to implement our Plan of Dissolution. Our Board will continue to have the authority to amend our bylaws as it may deem necessary or advisable. To any extent that the provisions of our Plan of Dissolution conflict with any provision of the DGCL, the provisions of the DGCL shall prevail.

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PROPOSAL 2 — APPROVAL OF THE LIQUIDATION AND DISSOLUTION PURSUANT TO THE PLAN OF DISSOLUTION

AUTHORITY OF THE BOARD

Our Board, without further action by our stockholders, is authorized to take all actions as they deem necessary or advisable to implement our Plan of Dissolution. All determinations and decisions to be made by our Board will be at the absolute and sole discretion of our Board.

MATERIAL TAX CONSEQUENCES OF THE PROPOSED LIQUIDATION AND DISSOLUTION

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a general summary of certain material U.S. federal income tax consequences of the proposed liquidation and dissolution to NII and our common stockholders. The following discussion is based on the Code, its legislative history, the Treasury Regulations and published rulings and decisions, all as currently in effect as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state and local laws, federal laws other than those pertaining to income tax, or non-U.S. tax laws are not addressed in this proxy statement. The following discussion has no binding effect on the IRS or the courts. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to our stockholders in light of their individual circumstances. The discussion below does not address any U.S. federal income tax consequences to our stockholders who, for U.S. federal tax purposes, are subject to special rules, such as:

banks, financial institutions or insurance companies;

tax-exempt entities;

persons who hold shares as part of a straddle, hedge, integrated transaction or conversion transaction;

persons who have been, but are no longer, citizens or residents of the United States;

persons holding shares through a partnership or other fiscally transparent entity;

dealers or traders in securities, commodities or currencies, or other persons who have elected mark-to-market accounting;

grantor trusts;

U.S. persons whose "functional currency" is not the U.S. dollar;

regulated investment companies or real estate investment trusts;

persons who are not U.S. holders;

persons who received the shares of common stock of NII through the exercise of incentive stock options or through the issuance of restricted stock under an equity incentive plan or through a tax qualified retirement plan; or

persons who own (directly or through attribution) five percent or more (by voting power or value) of our common stock.

For purposes of this discussion, a "U.S. holder" is a beneficial owner of shares of common stock of NII that for U.S. federal income tax purposes is:

an individual citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

a trust, if the trust has validly elected to be treated as a U.S. person for U.S. federal tax purposes or if (1) a U.S. court can exercise primary supervision over its administration and (2) one or more U.S. persons have authority to control all of the substantial decisions of the trust.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal tax purposes) is a beneficial owner of shares of our common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. HOLDERS OF OUR COMMON STOCK THAT ARE NOT U.S. HOLDERS, INCLUDING PARTNERSHIPS AND PARTNERS IN THOSE PARTNERSHIPS, SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THE PROPOSED LIQUIDATION AND DISSOLUTION.

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U.S. FEDERAL INCOME TAX CONSEQUENCES TO NII

Until all of our remaining assets have been distributed to our stockholders or a liquidating trust and the liquidation is complete, we will continue to be subject to U.S. federal income tax on our income, if any, such as interest income. We will recognize gain or loss, if any, upon the sale of any assets held directly by us in connection with our complete liquidation and dissolution in an amount equal to the difference between (1) the fair market value of the consideration received for each asset sold and (2) our adjusted tax basis in the asset sold. We may also recognize income from the liquidation and dissolution of our subsidiaries that will occur as part of the proposed dissolution. We should not recognize any gain or loss upon the distribution of cash to our stockholders as part of the proposed liquidation and dissolution. We currently do not anticipate making distributions of property other than cash to stockholders as part of the proposed liquidation and dissolution. If we do make a liquidating distribution to our stockholders of property other than cash, we generally will recognize gain or loss upon the distribution of the property as if the property were sold to our stockholders for its fair market value on the date of the distribution. Any tax liability resulting from the proposed liquidation and dissolution will reduce the cash available for distribution to our stockholders.

U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

Stockholders that receive any distributions made by us pursuant to the Plan of Dissolution will be treated as receiving those amounts as full payment in exchange for their shares of common stock in NII. A stockholder generally will recognize gain or loss on a share-by-share basis equal to the difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share (including distributions to any liquidating trust, as discussed below), less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder's adjusted tax basis in each share of our common stock. A stockholder may determine gain or loss on a block-by-block basis if the stockholder holds blocks of our common stock (generally as a result of acquiring a block of common stock at the same time and at the same price). Each stockholder must allocate liquidating distributions proportionately to each share of common stock, or, if applicable, each block of common stock, held by the stockholder. Liquidating distributions are first applied against, and reduce, the stockholder's adjusted tax basis with respect to a share or a block before recognizing any gain or loss. A stockholder will recognize gain to the extent the aggregate distributions allocated to the share of common stock or, if applicable, block of common stock exceeds the stockholder's adjusted tax basis with respect to such share or such block. A stockholder will recognize loss only to the extent the stockholder has an adjusted tax basis with respect to a share or a block after taking into account all liquidating distributions allocated to the share or the block. Any loss can only be recognized in the tax year that a stockholder receives our final liquidating distribution.

Generally, gain or loss recognized by a stockholder in connection with the proposed liquidation and dissolution will be capital gain or loss, and will be long-term capital gain or loss if the stockholder has held a share or block for more than one year or short-term capital gain or loss if the stockholder has held the share or block for one year or less. Certain stockholders, including individuals, may qualify for preferential tax rates on long-term capital gains. The deductibility of capital losses is subject to certain limitations. While we do not anticipate distributing any contingent claims to our stockholders or a liquidating trust as part of the proposed liquidation and dissolution, amounts, if any, received by a stockholder upon the resolution of a contingent claim that has been distributed could be considered ordinary income rather than capital gain. Stockholders should consult their own tax advisors with respect to the tax consequences of receiving a contingent claim as part of the proposed liquidation and dissolution.

If we effect the proposed liquidation and dissolution, we intend to provide stockholders and the IRS with statements indicating the amount of cash, and, as applicable, our best estimates of the fair market value of any other property, distributed to our stockholders (or transferred to the liquidating trust, as discussed below) at such time and in such manner as required by applicable Treasury Regulations.

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PROPOSAL 2 — APPROVAL OF THE LIQUIDATION AND DISSOLUTION PURSUANT TO THE PLAN OF DISSOLUTION

BACKUP WITHHOLDING

Distributions to any stockholder that fails to provide the appropriate certification in accordance with applicable Treasury Regulations generally will be reduced by backup withholding at the rate applicable at the time of the distributions. Backup withholding generally will not apply to payments made to certain exempt recipients, such as corporations. Backup withholding is not an additional tax. Amounts that are withheld under backup withholding rules may be refunded or credited against the stockholder's U.S. federal income tax liability, if any, provided that certain required information is furnished to the IRS in a timely manner. Stockholders should consult their own tax advisors regarding the application of backup withholding in their particular circumstances.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO THEM.

VOTE REQUIRED

The affirmative vote of a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Dissolution Proposal is required to approve the Dissolution Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Dissolution Proposal.

Our Board recommends that the stockholders vote "FOR" the Dissolution Proposal to approve the Dissolution in accordance with the terms and conditions of the Plan of Dissolution.

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PROPOSAL 3 — NON-BINDING ADVISORY VOTE ON CERTAIN COMPENSATION AND OTHER PAYMENTS TO DIRECTORS AND NAMED EXECUTIVE OFFICERS

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, NII is providing its stockholders with the opportunity to cast a non-binding advisory vote on the compensation that may be paid or become payable to NII's named executive officers ("NEOs"), as determined in accordance with Item 402(t) of Regulation S-K, that is based upon or otherwise relates to the Sale and arises from any form of arrangement or understanding, whether written or unwritten, between NII and the NEOs, the value of which is set forth in the table entitled " Golden Parachute Compensation " on page 84 of this proxy statement.

NII's NEOs are:

      Roberto Silva Rittes de Oliveira, Chief Executive Officer, Nextel Brazil;

      Daniel E. Freiman, Vice President, Chief Financial Officer; and

      Shana C. Smith, Vice President, General Counsel and Corporate Secretary.

As required by Section 14A of the Exchange Act, NII is asking its stockholders to vote on the adoption of the following resolution:

    "RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation that will or may become payable to the Company's named executive officers that is based upon or otherwise relates to the Sale, as disclosed under " Proposal 3-Non-Binding Advisory Vote on Certain Compensation and Other Payments to Directors and Named Executive Officers—Executive Officer Change of Control Compensation" , including the table, associated footnotes and related narrative disclosure."

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Sale Proposal. Accordingly, you may vote to approve the Sale Proposal and vote not to approve the Compensation Proposal, and vice versa. Because the vote to approve the Compensation Proposal is only advisory in nature, it will not be binding on NII. Accordingly, because NII, and Nextel Brazil, are contractually obligated to pay such transaction-related compensation, the compensation will be paid or payable, subject only to the conditions applicable thereto, if the Sale Proposal is approved, regardless of the outcome of the advisory vote.

Set forth in more detail below is information relating to the transaction-related compensation that may be paid or become payable to NII's directors and executive officers, including the NEOs, in connection with the Sale.

SECURITIES OWNERSHIP OF DIRECTORS AND MANAGEMENT

In the table and the related footnotes below, we list the amount and percentage of shares of our common stock that are deemed under the rules of the SEC to be beneficially owned on April 15, 2019 by:

each person who served as one of our directors as of that date;

each of the named executive officers; and

all directors and executive officers as a group.

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Shares Covered By

Name of Beneficial Owner (1)

Shares
Owned and
Vested
Options (2)
Options to
Vest (3)
Restricted Stock
Units to Vest (4)
Percent of
Class (5)

Kevin Beebe

11,607 *

Howard Hoffmann

11,607     *

James Continenza

11,607 *

Ricardo Knoepfelmacher

11,607     *

Christopher Rogers

11,607 *

Robert Schriesheim

11,607     *

Steven Shindler

88,309 *

Roberto Rittes

462,710 333,333 129,376 *

Daniel Freiman

155,211 *

Shana Smith

153,934     *

All directors and executive officers as a group (10 persons)

929,806 333,333 129,376 1.4%
*
Indicates ownership of less than 1%

(1)
The term "Beneficial Owner" means any person that, directly or indirectly, through any contract, relationship or otherwise would be considered a "beneficial owner" in accordance with Rule 13d-3 under the Exchange Act.

(2)
Includes common stock currently owned and exercisable options.

(3)
Indicates shares that may be acquired upon the exercise of stock options exercisable on or within 60 days of April 15, 2019. For additional information regarding outstanding options, please see " Executive Officer Unvested Equity Compensation " on page 82.

(4)
Indicates restricted stock units that will vest and may be settled in shares of common stock on or within 60 days of April 15, 2019. For additional information regarding unvested restricted stock units, please see " Director Unvested Equity Compensation " on page 81 and " Executive Officer Unvested Equity Compensation " on page 82.

(5)
Based on the total number of shares reflected in columns one through three and 101,580,702 shares of our common stock issued and outstanding on April 15, 2019.

STOCK OPTIONS AND RESTRICTED STOCK UNITS

We have awarded certain employees, executive officers and directors stock options and restricted stock units pursuant to the 2015 Incentive Compensation Plan (the "2015 Plan"). Under the 2015 Plan, if a Change of Control (as defined below under the section entitled " Change of Control Severance Plan " beginning on page 82) occurs and the incentives and awards granted under the 2015 Plan are not assumed by the surviving entity, or the employee is terminated, for specified reasons, within a certain period following a Change of Control, each outstanding award is treated as explained in this section. The definition of Change of Control is the same under both the 2015 Plan and the Company's Change of Control Severance Plan described below under the section entitled " Change of Control Severance Plan " beginning on page 82, and the same events trigger payments to the named executive officer(s) under both plans. We expect that the Sale and Dissolution will meet the definition of a Change of Control under the 2015 Plan.

Options.   If the surviving entity assumes, replaces or converts the options and the employee is terminated within 12 months under circumstances that would trigger payment, the options will become fully exercisable, vested or earned. If the options are not assumed, replaced or converted, each option shall be fully exercisable upon a Change of Control.

Restricted Stock Units.   If the surviving entity assumes, replaces or converts the stock award and the employee is terminated within 12 months under circumstances that would trigger payment, the stock awards shall be vested. If the restricted stock and restricted stock unit awards are not assumed, replaced or converted, the restricted stock or restricted stock units shall be vested upon a Change of Control.

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DIRECTOR UNVESTED EQUITY COMPENSATION

In August 2018, directors received grants of restricted stock units pursuant to the 2015 Plan that are scheduled to vest in three equal annual installments beginning on August 17, 2019. In connection with these awards, the Compensation Committee of the Board engaged Lyons, Benenson & Company Inc. ("Lyons, Benenson"), as its independent compensation consultant, to assist it in evaluating its director compensation program and to select an appropriate peer group of comparable companies for purposes of setting director compensation. Based on the analysis of the peer group's director compensation levels, the Company's director compensation levels had been below the peer group since the Company emerged from bankruptcy in 2015, primarily because the Compensation Committee had not made equity grants to directors in 2016 and 2017 in order to preserve the limited number of shares available under the 2015 Plan. In addition, the Compensation Committee and Lyons, Benenson considered the Company's business and strategy, the evolution and growth of the Company since emergence from bankruptcy, the amount and type of work required of directors since emergence from bankruptcy, the Company's unique situation and level of risk associated with the Company's foreign operations and strategic process, and recent requests by stockholders seeking better alignment of interests between stockholders and directors. In consideration of these and other factors and after consultation and discussion with Lyons, Benenson, the Compensation Committee determined that total director compensation should be above the peer group and awarded 236,996 restricted stock units to each of the directors other than Mr. Shindler, and 33,699 restricted stock units to Mr. Shindler, due to Mr. Shindler's director compensation package and Mr. Shindler's separation and release agreement and the potential change of control payment available under that agreement. For more information on Mr. Shindler's change of control payment, please see below the section entitled " Former Chief Executive Officer Change of Control Payment " beginning on page 85. Although awarded in 2018, these grants were intended to cover equity awards that will vest in 2019, 2020 and 2021.

As noted above, we expect that the Sale and the Dissolution will meet the definition of a Change of Control under the 2015 Plan, and the restricted stock units will vest upon the closing of the Sale. Assuming a value of $2.10 (the average closing market price of our common stock over the first five business days following the first public announcement of the Sale) for each unvested restricted stock unit and assuming that the Sale was completed on April 15, 2019, the value of the accelerated vesting of restricted stock units is $70,768 for Mr. Shindler and is $497,692 for each of our other directors.

At vesting, restricted stock units may be settled in cash or in shares of common stock at the election of the Compensation Committee of the Board. The Company does not currently have sufficient shares available under the 2015 Plan to settle these grants with shares pursuant to stockholder-approved equity compensation plans. As a result, we plan to request stockholder approval for additional shares for the 2015 Plan in connection with the 2019 annual meeting of stockholders so that the outstanding grants held by directors may be settled with shares of common stock.

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EXECUTIVE OFFICER UNVESTED EQUITY COMPENSATION

Our executive officers also have outstanding stock options and unvested restricted stock units pursuant to the 2015 Plan that, as noted above, will vest upon the closing of the Sale. At vesting, restricted stock units may be settled in cash or in shares of common stock at the election of the Compensation Committee of the Board. The value for each executive officer of the vesting of stock options and restricted stock units in connection with the Sale is set forth below in the table entitled " Golden Parachute Compensation ," which assumes a value of $2.10 per share subject to a stock option or restricted stock unit and further assumes the Sale was completed on April 15, 2019.

CHANGE OF CONTROL SEVERANCE PLAN

We have adopted a Change of Control Severance Plan, which provides that each U.S.-based employee subject to the plan ("Covered Employee") will receive a payment if a Change of Control, as defined below, occurs and such Covered Employee either is terminated without cause or resigns for good reason. Each Covered Employee will be entitled to receive 200% of his or her annual base salary and target bonus at the date of his or her termination upon such an event as provided in the Change of Control Severance Plan, with such payment to be made in a lump sum within thirty days following termination of employment.

We will also pay the full premium cost of continued health care coverage for each Covered Employee under the federal COBRA law in such a termination. We will make the COBRA payments up to the lesser of 18 months or the time at which the Covered Employee is reemployed and eligible to receive group health coverage benefits under another employer-provided plan.

In addition, in the event that a Covered Employee incurs any legal, accounting or other fees and expenses in a good faith effort to obtain benefits under the Change of Control Severance Plan, we will reimburse the Covered Employee for such reasonable expenses. In the event that any payment made under the Change of Control Severance Plan is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the Covered Employee's payments will be reduced to the maximum amount that does not trigger the excise tax unless the named executive officer would be better off (on an after-tax basis) receiving all payments and paying all excise and income taxes.

A "Change of Control" will be deemed to occur under the Change of Control Severance Plan when, among other potential situations, (i) we sell or otherwise transfer all or substantially all of our assets to another company, and, as a result of the transaction, less than a majority of the combined voting power of the then outstanding securities of the resulting company immediately after the transaction is held by the holders of our voting securities immediately prior to the transaction; (ii) our stockholders approve our complete liquidation or dissolution; or (iii) our Board approves a resolution stating that a Change of Control has occurred.

A Covered Employee will receive compensation under the Change of Control Severance Plan if:

the Covered Employee is terminated without Cause, as defined in the Change of Control Severance Plan, within 12 months from a Change of Control or prior to the Change of Control if the Covered Employee reasonably demonstrates that the termination was at the request of a third party attempting to effect a Change of Control or otherwise in connection with a Change of Control;

the Covered Employee voluntarily terminates his or her employment for Good Reason during the 12 months following a Change of Control, defined as when, after the Change of Control:

    there was a material and adverse change in or reduction of the Covered Employee's duties, responsibilities and authority that the Covered Employee held preceding the Change of Control;

    the Covered Employee's principal work location was moved to a location more than 40 miles away from his or her prior work location;

    the Covered Employee was required to travel on business to a substantially greater extent than prior to the Change of Control, which results in a material adverse change in his or her employment conditions;

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      the Covered Employee's salary, bonus or bonus potential were materially reduced or any other significant adverse financial consequences occurred;

      the benefits provided to the Covered Employee were materially reduced in the aggregate; or

      we or any successor fail to assume or comply with any material provision of the Change of Control Severance Plan or the retention agreement with Mr. Rittes.

SEPARATION AND RELEASE AGREEMENTS

In 2015, the Board approved Separation and Release Agreements for our U.S.-based named executive officers. As amended, the Separation and Release Agreements, dated March 8, 2018, provided for a payment of two times base salary, plus a pro-rated bonus payment, with a termination date of April 1, 2019, for our U.S.-based named executive officers, Mr. Freiman and Ms. Smith. In connection with our announcement of the Sale in March 2019, the Compensation Committee determined that it would be in the best interest of the Company to retain Mr. Freiman and Ms. Smith beyond April 1, 2019 and agreed to amend the Separation and Release Agreements in exchange for each officer's agreement to extend their employment. Under the amended arrangements, these officers will receive two retention payments, each in an amount equal to their base salary, to be paid on August 30, 2019 and December 31, 2019 (the "Retention Payments"), subject to continued employment through these dates. The Retention Payments and a prior retention payment made in August 2017 will reduce the severance payment due to Mr. Freiman and Ms. Smith if they are terminated in connection with a Change of Control of the Company, as defined in the Company's Change of Control Severance Plan, on or before June 30, 2020. If termination in connection with a Change of Control of the Company occurs after June 30, 2020, Mr. Freiman and Ms. Smith will be eligible for the full benefits set forth in the Change of Control Severance Plan. In addition, the amended Separation and Release Agreements clarify that should the Sale be consummated, the defined severance period applicable to payout under the Change of Control Severance Plan will be removed.

EMPLOYMENT AND RETENTION AGREEMENTS WITH MR. RITTES

Mr. Rittes is an employee of Nextel Brazil and is not eligible to receive benefits under the Change of Control Severance Plan. Mr. Rittes' termination benefits are as set forth in his employment agreement and as required by Brazilian law. Pursuant to his employment agreement, Mr. Rittes will receive a payment equal to one year of base salary if he is terminated without cause until the legally mandated severance under Brazilian law is greater than this amount, in which case, he will receive the legally mandated severance.

In connection with the Sale, on April 15, 2019, to ensure a smooth change of control transition, Mr. Rittes was provided a retention bonus equal to 12 months of base salary payable by Nextel Brazil in two payments, with 50% paid three months after the closing of the Sale and 50% paid six months after the closing of the Sale subject to Mr. Rittes' continued employment through the applicable payment date. Should Mr. Rittes be terminated without cause after the closing of the Sale, any unpaid retention bonus would be paid.

EXECUTIVE OFFICER CHANGE OF CONTROL COMPENSATION

The following table shows certain compensation to each of the following named executive officers that such officers could receive that is based on or that otherwise relates to the Sale.

Roberto Rittes, Chief Executive Officer of Nextel Brazil and Principal Executive Officer of the Company (1)
Daniel Freiman, Vice President and Chief Financial Officer of the Company
Shana Smith, Vice President, General Counsel and Corporate Secretary of the Company

(1)
Mr. Rittes is employed by Nextel Brazil. Mr. Rittes' salary and annual bonus are paid in Brazillian reais. The compensation amounts provided in the table below are based on the average exchange rate for the year ended December 31, 2018, which was 3.66 Brazillian reais to 1.00 U.S. dollar.

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PROPOSAL 3 — NON-BINDING ADVISORY VOTE ON CERTAIN COMPENSATION AND OTHER PAYMENTS TO DIRECTORS AND NAMED EXECUTIVE OFFICERS

This compensation is referred to as "golden parachute" compensation by the applicable SEC disclosure rules, Item 402(t) of Regulation S-K, and in this section, we use such term to describe the transaction-related compensation payable to our named executive officers. This transaction-related compensation is the subject of a non-binding advisory vote of our stockholders, as described in this Compensation Proposal. For purposes of calculating the value of the benefits for the named executive officers, we have assumed that the triggering event for payment occurred as of April 15, 2019. The amounts indicated below are estimates of amounts that would be payable to the named executive officers, and the estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement.

GOLDEN PARACHUTE COMPENSATION

Name

Cash (1)
($)
Equity (2)
($)
Pension/
NQDC
($)
Perquisites/
Benefits (3)
($)
Tax
Reimbursement
($)
Other
($)
Total
($)

Roberto Rittes

1,562,857 1,573,578 70,404