0000902664-17-004714.txt : 20171226 0000902664-17-004714.hdr.sgml : 20171226 20171226163018 ACCESSION NUMBER: 0000902664-17-004714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171226 DATE AS OF CHANGE: 20171226 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: 171274632 BUSINESS ADDRESS: STREET 1: 12110 SUNSET HILLS ROAD STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7033905100 MAIL ADDRESS: STREET 1: 12110 SUNSET HILLS ROAD STREET 2: SUITE 600 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 p17-2406sc13da.htm

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

Amendment No. 4

 

NII Holdings, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

62913F508

(CUSIP Number)
 

Samuel Jed Rubin, 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)
 

December 21, 2017

(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 9 Pages)

______________________________

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 2 of 9 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 3 of 9 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

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%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 4 of 9 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

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%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 5 of 9 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

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%

14

TYPE OF REPORTING PERSON

PN; IA

         

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 6 of 9 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

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%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 7 of 9 Pages

This Amendment No. 4 amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2015 (the “Original Schedule 13D”, as amended, 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. 4 amends Item 5(a)-(c) and (e) as set forth below.

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

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

(a),(b) As of the close of business on the date hereof, the Reporting Persons no longer may be deemed to beneficially own any shares of Common Stock.

(c) Information concerning transactions in the Common Stock by the Reporting Persons effected since the filing of Amendment No. 3 to the Schedule 13D is set forth in Annex I hereto and is incorporated herein by reference.

(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock as of December 21, 2017.

 

 

CUSIP No. 62913F508SCHEDULE 13D/A Page 8 of 9 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: December 26, 2017

  AURELIUS CAPITAL MASTER, LTD.
   
  By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity
   
  By: /s/Richard Petrilli
  Name: Richard Petrilli
  Title: Authorized Person

 

  AURELIUS INVESTMENT, LLC
   
  By: Aurelius Capital Management, LP, solely as manager and not in its individual capacity
   
  By: /s/Richard Petrilli
  Name: Richard Petrilli
  Title: Authorized Person

 

  AURELIUS CAPITAL MANAGEMENT, LP
   
  By: /s/Richard Petrilli
  Name: Richard Petrilli
  Title: Authorized Person

 

  /s/Mark D. Brodsky
  MARK D. BRODSKY

  

 

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

Annex I

Transactions in the Shares Effected Since the Filing of Amendment No. 3

This Annex I sets forth transactions in the Common Stock by Aurelius Capital Master, Ltd. and Aurelius Investment, LLC since the filing of Amendment No. 3 to the Schedule 13D. Unless otherwise indicated, all trades were effected in the open market through brokers.

TRANSACTIONS IN THE COMMON STOCK BY AURELIUS CAPITAL MASTER, LTD.

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
12/21/2017 (2,737,520) 0.35

 

TRANSACTIONS IN THE COMMON STOCK BY Aurelius INVESTMENT, LLC

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
12/21/2017 (2,915,759) 0.35