RESTON, Va., Oct. 8, 2020 /PRNewswire/ -- On October 8, 2020, in furtherance of its Plan of Complete Liquidation and Dissolution (the "Plan"), NII Holdings, Inc. ("NII", or the "Company") today announced that it filed a Verified Petition for Dissolution (the "Petition") in the Court of Chancery of the State of Delaware (the "Delaware Court"). The Petition was filed pursuant to the dissolution and claims process outlined in Section 280 of the General Corporation Law of the State of Delaware ("DGCL"). A copy of the Petition, without its attached exhibits, is available on NII's website at www.nii.com.
The Petition, pursuant to 8 Del. C. § 280(c), petitions the Delaware Court for an order determining the amount and form of security that will be reasonably likely to be sufficient to provide compensation for (i) claims that are the subject of a pending action, suit or proceeding to which the Company is a party; (ii) claims of any claimant who has rejected the offer for security made by the Company; and (iii) claims that have not been made known to the Company or that have not yet arisen but that, based on facts known to the Company, are likely to arise or become known within 5 years after the date of dissolution of the Company.
As detailed in the Petition, only one claimant has rejected the offer of security made by NII. On or about April 3, 2020, NII received a claim from AT&T Mobility Holdings B.V., New Cingular Wireless Services, Inc., Nextel International (Uruguay) LLC and Comunicaciones Nextel de México, S.A. de C.V. (collectively, "AT&T") asserting potential contingent contractual claims based on certain on-going contractual indemnification obligations for tax liabilities attributable to periods preceding the sale of NII's Mexican operations pursuant to the applicable purchase agreement. On June 1, 2020, less than 90 days after receipt of such claim, NII sent a letter to AT&T that constituted an offer of security pursuant to 8 Del. C. § 280(b)(2). Through the offer of security letter, NII offered (i) $0.00 as security for certain claims that relate to either tax liabilities that have been settled with the Mexican government and paid to AT&T from the indemnification escrow funded in connection with the sale of NII's Mexican operations (the "Mexico Escrow") or potential future audits for which the statute of limitations for such audits has expired, and (ii) $18.7 million for certain claims, as specified therein, with $17.5 million of this amount held in the Mexico Escrow, which NII determined to be sufficient to provide compensation to AT&T if such claims mature. In a letter dated September 28, 2020, AT&T rejected NII's offer of security as inadequate to address AT&T's claims set forth in a letter to NII dated April 3, 2020. NII has requested the Delaware Court to determine that the amount offered by NII constitutes sufficient security for AT&T's claims in accordance with 8 Del. C. § 280(c)(2).
As previously announced, on December 18, 2019, NII closed the sale of NII's Brazilian operations to América Móvil, S.A.B. de C.V. ("AMX"). As part of that sale, $30.0 million of the net sale proceeds due to NII was placed into an 18-month escrow account to secure NII's indemnification obligations (the "Contingent Contractual Obligations") under the applicable purchase agreement with AMX. On or about April 2, 2020, NII received a claim from AMX asserting several claims in addition to the Contingent Contractual Obligations. On May 20, 2020, less than 90 days after receipt of such claim, NII sent a letter to AMX that offered $30.0 million as security to AMX for the Contingent Contractual Obligations and rejected the other claims (the "Rejected Claims"). NII did not receive a response from AMX with respect to its offer of security with respect to the Contingent Contractual Obligations, and AMX did not institute an action suit or proceeding with respect to the Rejected Claims, by September 17, 2020, the 120th day after the mailing of the notice of rejection and offer of security, and therefore AMX is deemed to have accepted NII's offer of security with respect to the Contingent Contractual Obligations pursuant to 8 Del. C. § 280(b)(2) and the Rejected Claims are barred pursuant to 8 Del. C. § 280(a)(4).
NII has determined that an aggregate of $70.6 million is sufficient to provide security for all of its known and unknown claims, including AT&T, AMX and $16.8 million of wind down costs and expenses, which includes a $5.0 million reserve for potential additional tax, accounting, and legal costs and potential additional personnel costs that could be incurred in connection with the dissolution, if more effort is required than currently expected.
As a result, as described in the Petition, NII will seek an order from the Delaware Court that determines, among other things, that (i) the Company has complied with the procedures set forth in Section 280 of the DGCL; (ii) certain claims set forth in the Petition are barred; (iii) security of $70.6 million is sufficient to provide compensation for both its currently estimated wind down costs and expenses, as well as all claims; and (iv) NII is authorized to make distributions to its stockholders in an aggregate amount of up to $213.0 million (approximately $2.04 per share).
As of October 6, 2020, $87.1 million remained in the Mexico Escrow. As specified in the Petition, NII has offered to hold $17.5 million in the Mexico Escrow for AT&T's potential contingent contractual claims. If the Delaware Court provides the order as requested, NII's ability to distribute up to $213.0 million to stockholders will be subject to the release to NII of $69.6 million from the Mexico Escrow. While NII would intend to seek the prompt release of these funds from the Mexico Escrow, there can be no assurance regarding the timing or amount that will be released from the Mexico Escrow, which could delay or reduce the amount available for distribution to stockholders in the dissolution.
Any distributions to NII's stockholders are subject to the direction of NII's Board of Directors and approval by the Delaware Court, and will not be made until after the Delaware Court enters the order described above. There can be no assurance regarding the timing and provisions of the Delaware Court's order and the Delaware Court may require NII to withhold an aggregate amount of security in excess of the amount that NII believes is reasonably likely to satisfy NII's potential claims and liabilities. In addition, NII cannot predict the impact, if any, of the Covid-19 pandemic on the timing of proceedings in the Delaware Court, and it is possible that delays could result. There also can be no assurance as to the timing or amount of any additional distributions that NII may make as part of the dissolution process.
About NII Holdings, Inc.
Visit NII Holdings' website at www.nii.com.
NII Holdings, Inc.
1405 S Fern Street, #93001
Arlington, VA 22202
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