0000902664-16-007238.txt : 20160601 0000902664-16-007238.hdr.sgml : 20160601 20160601164357 ACCESSION NUMBER: 0000902664-16-007238 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NII HOLDINGS INC CENTRAL INDEX KEY: 0001037016 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911671412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78613 FILM NUMBER: 161689772 BUSINESS ADDRESS: STREET 1: 1875 EXPLORER ST. STREET 2: SUITE 1000 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7033905100 MAIL ADDRESS: STREET 1: 1875 EXPLORER ST. STREET 2: SUITE 1000 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: NEXTEL INTERNATIONAL INC DATE OF NAME CHANGE: 19970919 FORMER COMPANY: FORMER CONFORMED NAME: MCCAW INTERNATIONAL LTD DATE OF NAME CHANGE: 19970402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aurelius Capital Management, LP CENTRAL INDEX KEY: 0001362948 IRS NUMBER: 331115695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 445-6500 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p16-1362sc13da.htm
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

Amendment No. 1

 

NII Holdings, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

62913F508

(CUSIP Number)
 

David Metzman, Esq.

c/o Aurelius Capital Management, LP

535 Madison Avenue, 22nd Floor

New York, New York 10022

(646) 445-6590

 

with a copy to:

 

Eleazer Klein, Esq.

Jason Kaplan, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 27, 2016

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 10 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 2 of 10 Pages

 

1

NAME OF REPORTING PERSONS

ACP Master, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,211,111

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,211,111

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,211,111

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

1.2%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 3 of 10 Pages

 

1

NAME OF REPORTING PERSONS

Aurelius Capital Master, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,539,271

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,539,271

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,539,271

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

2.5%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 4 of 10 Pages

 

 

1

NAME OF REPORTING PERSONS

Aurelius Convergence Master, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

680,104

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

680,104

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

680,104

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0.7%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 5 of 10 Pages

 

1

NAME OF REPORTING PERSONS

Aurelius Investment, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,525,137

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,525,137

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,525,137

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

3.5%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 6 of 10 Pages

 

 

1

NAME OF REPORTING PERSONS

Aurelius Capital Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

7,955,623

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

7,955,623

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,955,623

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.9%

14

TYPE OF REPORTING PERSON

PN; IA

         

 

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 7 of 10 Pages

 

 

1

NAME OF REPORTING PERSONS

Mark D. Brodsky

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

7,955,623

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

7,955,623

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,955,623

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

7.9%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 8 of 10 Pages

This Amendment No. 1 amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 6, 2015 (the "Original Schedule 13D", and as amended hereby, the "Schedule 13D") with respect to the common stock, $0.001 par value (the "Common Stock"), of NII Holdings, Inc. a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Item 5(a)-(c) as set forth below.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Items 5(a)-(c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Reporting Person is incorporated herein by reference. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based on 100,896,091 shares of Common Stock outstanding as of as of May 10, 2016 as disclosed in the Issuer's Prospectus filed with the SEC on May 10, 2016 pursuant to Rule 424(b)(3) 2016.

 

(c) Information concerning transactions in the Common Stock by the Reporting Persons effected during the past sixty days is set forth in Annex I hereto and is incorporated herein by reference. Aurelius Investment, LLC is the only Reporting Person to have effected transactions in the Common Stock in the past sixty days.

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 9 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 1, 2016

 

 

 

ACP MASTER, LTD.

 

By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity

 

By: /s/ Dan Gropper

Name: Dan Gropper

Title: Managing Director

 

AURELIUS CAPITAL MASTER, LTD.

 

By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity

 

By: /s/ Dan Gropper

Name: Dan Gropper

Title: Managing Director

 

 

AURELIUS CONVERGENCE MASTER, LTD.

 

By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity

 

By: /s/ Dan Gropper

Name: Dan Gropper

Title: Managing Director

 

AURELIUS INVESTMENT, LLC

 

By: Aurelius Capital Management, LP, solely as manager and not in its individual capacity

 

By: /s/ Dan Gropper

Name: Dan Gropper

Title: Managing Director

 

AURELIUS CAPITAL MANAGEMENT, LP

 

 

By: /s/ Dan Gropper

Name: Dan Gropper

Title: Managing Director

 

 

/s/ Mark D. Brodsky

MARK D. BRODSKY

 

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 10 of 10 Pages

Annex I

 

 

Transactions in the Shares Effected During the Past Sixty Days

 

This Annex I sets forth transactions in the Common Stock by Aurelius Investment, LLC in the past sixty days. Unless otherwise indicated, all trades were effected in the open market through brokers.

 

TRANSACTIONS IN THE COMMON STOCK BY Aurelius Investment, LLC

 

Trade Date Shares Purchased (Sold)

Price Per Share ($)

 

05/27/2016 (5,000,000) 3.75
05/31/2016 (575,000) 4.00
05/31/2016 (105,000) 4.05