Chapter 11 Stock Report
NII Holdings, Inc.
Bankruptcy Date: September 15, 2014 Business Description: Wireless Communications Provider Industry: Telecommunications
CHAPTER 11 STOCK REPORT
NII Holdings, Inc. History & Structure
Originally launched as Nextel Communications, Inc.'s international unit, Reston, Virginia-based NII Holdings (NII) provides Latin American customers with mobile communication services under the Nextel brand. The Company began operating in Sao Paulo, Brazil in 1997 and quickly Corporate Headquarters expanded to Buenos Aires, Argentina; Mexico City, Mexico and Santiago, Chile. 1875 Explorer Street, Ste. 1000 NII uses iDEN® (integrated Digital Enhanced Network) technology, Reston, VA 20190 combining digital cellular voice, data and Nextel's differentiated Direct 703 390-5100 Connect® digital two-way radio feature for a "unique integrated communication solution offering greater efficiency at a lower cost." Employees: 13,600 Nextel’s International Direct ConnectSM service allows subscribers to Assets: $8,679,954,000 communicate instantaneously across borders within Latin America as well as with Sprint subscribers within the United States, TELUS subscribers in EIN: 91-1671412 Canada and Intelfon subscribers in El Salvador.
SIC Code: 4812 Assets: $78,830,0001093 SIC Code: 3572 Nextel customers in Latin America are able to consolidate
business communication needs via a single device with the following NII services:
Chapter 11 Summary Nextel Direct Connect® push-to- talk (PTT) provides all the benefits
of PTT on devices with fast 3G data. This service works with 11+ Date of Bankruptcy million iDEN and 3G users across Latin America and on every 9/15/2014 Nextel phone as well as with groups and internationally.
Filing District SM New York – Southern International Direct Connect simplifies coordination of a multi- national workforce and eliminates the need for long distance Case# calling. This service can be used within the United States, Canada, 14-12611 Argentina, Brazil, Chile, El Salvador, Mexico and Peru and when traveling to any of these countries. Judge Shelley C. Chapman Nextel PTT with Groups allows users to set up and manage groups
right on their mobile phone and instantly call up to 25 users. Counsel for Debtor Scott J. Greenberg PTT over Wi-Fi allows users to take advantage of Nextel's PTT Jones Day virtually anywhere in the world with an internet connection and an 222 East 41st Street iDEN-capable phone. New York, NY 10017
212 326-3939 Prip is a walkie–talkie application that offers instant real-time conversations with other Prip users as well as Nextel customers in Mexico, Brazil, Chile, Peru and Argentina. The App is available for download in the United States and works with any U.S. mobile carrier on Android and iPhone phones.
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CHAPTER 11 STOCK REPORT
Nextel Digital Cellular Telephony service offers features such as call hold, call waiting, call forwarding and 3- way calling as well as NextelWorldwide, a roaming capability available to make calls when traveling to countries not in the Nextel network.
Since its 1997 inception, the Company has focused on strategic growth and next generation network platform development. Despite recent challenges, NII's corporate Website announced its intentions to "continue to explore opportunities throughout the region that will allow it to expand its network coverage, grow distribution channels and develop new offerings to support profitable new revenue streams."
Recent Events
The Company emerged from a previous Chapter 11 filing in November 2002 under its Revised Third Amended Plan of Reorganization. Once the Court-confirmed Plan became effective, the Company cancelled all shares of its preferred stock, common stock and other equity interests that existed prior to November 12, 2002. Under the Plan, NII also exchanged, on a pro rata basis, $2.3 billion in senior redeemable notes and other unsecured, non-trade claims that existed prior to the 2002 bankruptcy filing for 3,920,000 shares of new common stock and canceled its then-existing senior redeemable notes and some other unsecured, non- trade debt that existed prior to November 12, 2002. During the 2002 proceeding, NII raised $140 million in proceeds from some of our creditors that participated in a rights offering in exchange for the issuance of 15,680,000 additional shares of NII's new common stock and new notes with an aggregate principal amount of $181 million due at maturity. The rights offering provided the holders of NII's then-existing senior redeemable notes, and some of its other creditors, the opportunity to purchase a pro rata share of NII's new common stock, as well as new notes issued, by subsidiary NII Holdings (Cayman).
In more recent years, NII has been struggling with increasing competition in its largest markets: Brazil and Mexico. This has led to declining revenues which, when coupled with mounting operational challenges and a heavy debt load, ultimately resulted in the necessity of a Chapter 11 restructuring. NII began showing early signs of its financial distress in 2012. In November 2012, just after announcing the appointment of new C.F.O. Juan R. Figuereo, the Company began "taking actions to realign certain resources and roles between its headquarters and market units in order to create a stronger and more agile organization, and to facilitate future growth." These efforts included corporate headcount reductions of approximately 20%. Within weeks, NII announced that Sergio Borges Chaia would no longer serve as President of Brazilian subsidiary Nextel Brazil. In December 2012, NII's Board appointed then-Chairman Steven M. Shindler to the additional role of interim C.E.O., replacing Steven P. Dussek.
When announcing preliminary consolidated financial results for Q4 and full year 2012 in February 2013, Shindler tried to reassure investors, "We intend to get back to delivering results in 2013 that meet expectations through solid execution and have already taken steps to streamline our business operations both at our headquarters and in our markets consistent with that goal." The Company also announced that it would offer, through wholly-owned subsidiary NII International Telecom S.C.A., approximately $400 million principal amount of Senior Notes due 2019. NII proposed to use the net proceeds from this notes offering for general corporate purposes, including the possibility of existing network expansion; spectrum license acquisitions; new network technology deployments and the refinancing, repayment or repurchase of outstanding indebtedness.
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CHAPTER 11 STOCK REPORT
In April 2013, NII announced that it would sell its Peruvian operations to Empresa Nacional de Telecomunicaciones S.A. for approximately $400 million via a purchase of the shares of NII's indirect subsidiary Nextel del Peru S.A. The Company explained that this move was part of its ongoing strategy to focus capital and other resources in its two largest markets of Mexico and Brazil. Shindler commented, "The sale of Nextel Peru is an important step in the evolution of our business and aligns with our strategic goal of increasing value for stockholders through focused investments on our new next generation network deployments. The proceeds that we generate through this sale allow us to prioritize investments in our largest markets that offer the greatest opportunity for strong, long-term returns." Also in April 2013, NII announced the sale, through wholly-owned subsidiary NII International Telecom S.C.A., of an additional $150 million principal amount of its 11.375% Senior Notes due 2019.
In May 2013, NII's Board named Shindler to the permanent position of C.E.O. He had served as Chairman since 2000 and was the Company's C.E.O. from 2000 to 2008. Shindler also held the role of Nextel Communications' C.F.O. from 1996 to 2000. A short time later, the Company announced a corporate governance change with the separation of the positions of Chair and C.E.O. May also brought another notes offering for NII International Telecom S.C.A., this time for approximately $500 million principal amount of Senior Notes due 2019. The proceeds from this offering were slated to fund full payment of NII's Mexico bank loan and the remaining net proceeds to repay a portion of one of its Brazil bank loans. August 2013 brought the divestiture of nearly 3,000 towers in Brazil and 2,000 additional towers in Mexico in two separate transactions. American Tower Corporation purchased the towers in both Brazil and Mexico for approximately $400 million per transaction.
In December 2013, NII disclosed details regarding a planned realignment in connection with the Company's Project Accelerate initiative. The Company announced that it would "implement a restructuring and organizational realignment plan designed to simplify the roles and responsibilities of its headquarters and market organizations and better align its costs and organizational structure with its growth strategy." This effort included additional corporate headquarter reductions of 25%, as well as the elimination of more than 1,400 market operations positions for anticipated annualized cost savings of $50 to $55 million. Other Project Accelerate initiatives included aggressive marketing campaigns in core markets to target growth on NII's new 3G networks, investments to expand the coverage and capacity of its 3G networks in Mexico and Brazil and expansion of its device portfolio.
In February 2014, NII announced its consolidated financials for Q4 and full year 2013. For the year, the Company reported a net loss of 213,000 subscribers, bringing its year-end subscriber base down 2% from the prior year to 9.5 million. More striking was the quarterly net loss of subscribers: 247,000. The same announcement warned investors: "The Company's weaker operating performance, combined with its continued level of investment to generate growth has negatively impacted the Company's outlook on the adequacy of its liquidity position for the long-term." Within a month, NII had recruited UBS Investment Bank as financial advisor to "explore and advise the company on potential strategic opportunities, including creating partnerships or alliances, selling or merging one or more of the company's business units or other strategic transactions involving the entire company." The Company also retained Rothschild Inc. as financial advisor to "explore and advise the company regarding opportunities for modifying its capital structure to improve its long-term liquidity position, including potential approaches that could lead to refinancing or restructuring all or a portion of its existing debt obligations."
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CHAPTER 11 STOCK REPORT
Consolidated financial results for the first quarter of 2014 brought more bad news: a net loss of 52,000 subscribers for the quarter, a 4% decrease from the same period last year. NII also reported consolidated operating revenues of $970 million, a 27% decrease compared to the Q1 of 2013. Shindler commented, "We continue to believe that our focus on our core markets in Brazil and Mexico and our high quality networks, combined with aggressive rate plan offers and an increasing portfolio of smartphones, position us to attract customers and improve our results over the long term." As part of its ongoing commitment to growth in select regions, NII appointed Salvador Alvarez as President of Nextel Mexico in July 2014.
Unfortunately, financials for the second quarter of 2014 did not bring any relief. NII reported a net loss of 77,000 subscribers in that quarter alone, a 6% decrease from a year ago. The Company also reported consolidated operating revenues of $969 million, a 23% decrease compared from the same period in 2013. Shindler warned investors, "….[W]ith our current liquidity position and the cash demands on our business, these ongoing initiatives will not be sufficient to allow the Company to continue to operate unless we are able to restructure our debt obligations, find a strategic solution or some combination of those approaches. As a result, we will need to make some key decisions in the short term to address our liquidity situation in an effort to secure the best possible path forward for our stakeholders." This same August 11, 2014 announcement stated that NII would "likely find it necessary" to restructure these mounting obligations via a Chapter 11 filing.
Just a few days later, NII announced its decision not to pay nearly $120 million in interest due on Senior Notes issued by subsidiaries NII Capital and NII International Telecom. NII reminded investors that it was continuing discussions with holders of, and representatives of certain holders of, those Senior Notes regarding the potential terms on which the obligations could be restructured, including by exchanging all or a portion of the Notes for equity interests in, or debt securities of, the reorganized Company. On August 20, 2014, NII announced the divestiture of wholly-owned subsidiaries NII Mercosur Telecom, Mercosur Móviles and NII International Telecom, pursuant to a stock purchase agreement with Fucata S.A.. Fucata, a sociedad anónima from the Oriental Republic of Uruguay, purchased all of the outstanding equity interests in the Company's Chilean operating company, Nextel Chile S.A., for a de minimus amount.
Finally, on September 15, 2014, NII and eight affiliated Debtors made their much-anticipated Chapter 11 filing with the U.S. Bankruptcy Court in the Southern District of New York, lead case number 14- 12611. The Company indicated total assets of $8.7 billion on its most recent Annual Report filed with the SEC, making NII the second largest bankruptcy filing thus far for 2014.
Possible Outcome:
While NII does have assets and a customer base that has value, it will take a substantial restructuring of the capital structure for the company to emerge from Chapter 11 as a viable standalone entity. Any such restructuring would probably wipe out the current stock and require bondholders to take significant writedowns in their principal in exchange for equity in the reorganized entity. More likely, NII will be sold to one or more competitors either in whole or in parts. It is unlikely that any such sale or sales would create enough value to give anything to the stockholders, and it is difficult to predict how much value might be available to bondholders.
Disclosure Note: Accounts managed by an affiliate of the Publisher had short positions in NII Holdings stock and bonds of affiliated companies at the time of the bankruptcy filing.
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CHAPTER 11 STOCK REPORT
Company Officers Auditors Steve M. Shindler, C.E.O. PricewaterhouseCoopers LLP
Juan R. Figuereo, E.V.P., C.F.O.
Kevin L. Beebe, Chairman
Financials
12/31/2013 12/31/2012 12/31/2011 12/31/2010 12/31/2009 Current Assets $3,748.19 $3,335.06 $4,336.50 $3,900.88 $3,791.13 Fixed Assets $3,388.06 $3,531.03 $3,481.90 $2,960.05 $2,502.19 Total Assets $8,679.95 $9,223.08 $9,822.10 $8,190.69 $7,554.69 Current Liabilities $2,286.59 $1,760.03 $2,119.20 $1,732.97 $1,529.70 Long Term Debt $5,696.63 $4,765.51 $4,244.80 $2,818.42 $3,016.24 Total Liabilities $8,324.57 $6,906.63 $6,684.10 $4,817.11 $4,807.86 Shareholders Equity $355.39 $2,316.45 $3,138.10 $3,319.57 $2,746.84
Revenue $4,772.56 $5,743.12 $6,280.82 $5,601.32 $4,397.60 Net Income/Loss $-1,649.60 $-765.25 $225.20 $341.05 $381.49 Earnings Per Share $-9.36 $-3.48 $1.52 $2.03 $2.30
$millions, except per share data
Securities
Common Stock (Ticker/CUSIP: NIHD/62913F20) Traded: NASDAQ; 172,105,746 shares outstanding as of 2/21/2014
Pricing Recap
8/29/14 7/31/14 6/30/14 5/30/14 4/30/14 3/31/14 2/28/14 1/31/14 .1375 .6853 .550 .500 .8599 1.190 1.150 3.010
7 5/8% Senior Notes due 2021 (Ticker/CUSIP: 67021BAE9); $1,450,000,000 outstanding (NII Capital) Pricing Recap
8/29/14 7/31/14 6/30/14 5/30/14 4/30/14 3/31/14 2/28/14 1/31/14 15.563 28.250 29.625 28.875 30.250 28.563 37.063 42.563
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CHAPTER 11 STOCK REPORT
11 3/8% Senior Notes due 2019 (Ticker/CUSIP: 62914QAA5); $900,000,000 outstanding (NII International Telecom) Pricing Recap
8/29/14 7/31/14 6/30/14 5/30/14 4/30/14 3/31/14 2/28/14 1/31/14 66.310 86.438 87.688 85.188 73.250 70.438 74.625 83.250
10% Senior Notes due 2016 (Ticker/CUSIP: 67021BAD1); $800,000,000 outstanding (NII Capital) Pricing Recap
8/29/14 7/31/14 6/30/14 5/30/14 4/30/14 3/31/14 2/28/14 1/31/14 28.750 28.375 31.313 30.875 37.688 40.188 46.463 62.688
7 7/8% Senior Notes due 2019 (Ticker/CUSIP: 62914QAD9); $700,000,000 outstanding (NII International Telecom) Pricing Recap
8/29/14 7/31/14 6/30/14 5/30/14 4/30/14 3/31/14 2/28/14 1/31/14 68.188 84.313 86.438 84.250 70.938 68.063 70.125 75.188
8 7/8% Senior Notes due 2019 (Ticker/CUSIP: 67021BAC3); $500,000,000 outstanding (NII Capital) Pricing Recap
8/29/14 7/31/14 6/30/14 5/30/14 4/30/14 3/31/14 2/28/14 1/31/14 29.500 35.625 40.563 39.063 48.000 44.938 43.438 46.625
*Prices: All prices are assembled from well-known sources believed to be reliable but accuracy not guaranteed
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CHAPTER 11 STOCK REPORT
Telecommunications Industry: 30 Recent Public Company Bankruptcy Filings
Below is a listing of recent company filings within the Telecommunications industry, sorted by filing date:
Bankruptcy Company Name Date Description Assets* NII Holdings, Inc. 09/15/14 Telecommunications $8,680 Sorenson Communications, Inc. 03/03/14 Telecommunications 645 FiberTower Corporation 07/17/12 Telecommunications 558 TerreStar Corporation 02/16/11 Parent of TerreStar Networks 1,376 RHI Entertainment, Inc. 12/10/10 Distributor of Televised Programming 588 TerreStar Networks Inc. 10/19/10 Satellite Service Operator 1,402 Citadel Broadcasting Corporation 12/20/09 Radio Broadcasting Company 2,433 FairPoint Communications, Inc. 10/26/09 Communication Service Provider 3,334 ION Media Networks, Inc. 05/19/09 Broadcast Television Station 1,855 Charter Communications, Inc. 03/27/09 Operates Broadband Communications 13,882 Young Broadcasting Inc. 02/13/09 Television Broadcast Station 732 Nortel Networks, Inc. 01/14/09 Networking Products & Solutions 9,000 Hawaiian Telcom Communications, Inc. 12/01/08 Telecommunications Provider 1,638 Satelites Mexicanos, S.A. de C.V. 08/11/06 Satellite Services 925 McLeodUSA Incorporated 10/28/05 Communication Services 1,026 Pegasus Satellite Communications, Inc. 06/02/04 Provides Satellite Television 1,814 RCN Corporation 05/27/04 Bundled Communication Services 2,346 Loral Space & Communications Ltd. 07/15/03 Radio, TV Broadcasting & Comm. 2,693 Touch America Holdings, Inc. 06/19/03 Telecommunications 3,059 Allegiance Telecom, Inc. 05/14/03 Telecommunications 1,441 Acterna Corp. 05/06/03 Communications Equipment 1,015 Leap Wireless International, Inc. 04/13/03 Wireless Communications 2,164 AT&T Latin America Corp. 04/11/03 Telecommunications 534 NTELOS, Inc. 03/04/03 Telecommunications 800 Superior Telecom, Inc. 03/03/03 Telecommunications 571 Key3Media Group, Inc. 02/03/03 Information Technology Services 1,057 Focal Communications Corp. 12/19/02 Telecommunications 728 United Pan-Europe Communications 12/03/02 Communications 8,475 Genuity, Inc. 11/27/02 Fiber-Optic Network and Data Centers 2,995 Encompass Services Corp. 11/19/02 Electrical & Mech. Services Install. 2,401
*Pre-Petition Assets ($mils)
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CHAPTER 11 STOCK REPORT
Telecommunications Industry: Outcomes for Filings
(with over $2 billion in assets)
Below are the outcomes of Telecommunications industry bankruptcies, sorted by pre-petition assets.
Bankruptcy Outcome Company Date Assets* Date Outcome WorldCom, Inc. 07/21/02 $103,914 04/20/04 Emerged - Public (MCIP); n/k/a MCI Global Crossing, Ltd. 01/28/02 30,185 12/09/03 Emerged - Public (GLBC) Adelphia Communications Corp. 06/25/02 21,499 02/13/07 Purchased by Time Warner & Comcast NTL Incorporated 05/08/02 16,834 01/13/03 Emerged - Public (NTLI) Charter Communications, Inc. 03/27/09 13,882 12/01/09 Emerged - Public (CHRT) United Pan-Europe Comm. 12/03/02 8,475 09/03/03 Emerged - Private XO Communications, Inc. 06/17/02 7,930 01/16/03 Emerged - Public (XOHO) Williams Communications Group 04/22/02 5,992 10/15/02 Emerged - Public (WTEL); n/k/a WilTel 360networks inc. 06/28/01 5,596 11/12/02 Emerged - Private McLeodUSA, Inc. 01/30/02 4,755 04/18/02 Emerged - Private NextWave Personal Comm. 06/08/98 3,994 04/13/05 Sold to Verizon Wireless Exodus Communications, Inc. 09/26/01 3,894 06/19/02 Purchased by Savvis, Inc. Iridium LLC 08/13/99 3,739 11/09/09 Case Dis. (Iridium Op. Plan Conf.) Asia Global Crossing, Ltd. 11/18/02 3,633 06/11/03 Converted to Ch. 7 FLAG Telecom Holdings, Ltd. 04/12/02 3,477 10/09/02 Emerged - Public (FTGLF) FairPoint Communications, Inc. 10/26/09 3,334 01/24/11 Emerged - Public (FRP) SpectraSite Holdings, Inc. 11/15/02 3,202 02/10/03 Emerged - Public (SPCS) Winstar Communications, Inc. 04/18/01 3,065 01/24/02 Converted to Ch. 7 Touch America Holdings, Inc. 06/19/03 3,059 10/19/04 Sold to 360Networks & Qwest Genuity, Inc. 11/27/02 2,995 12/04/03 Liquidated Global Telesystems, Inc. 11/14/01 2,834 07/22/02 Case Dismissed Loral Space & Communications 07/15/03 2,693 11/22/05 Emerged - Public (LORL) PSINet, Inc. 05/31/01 2,577 06/27/03 Liquidated ICO Global Communications 08/27/99 2,567 05/16/00 Emerged - Public (ICOG) Citadel Broadcasting Corporation 12/20/09 2,433 06/03/10 Emerged - Public (CDL) Encompass Services Corp. 11/19/02 2,401 06/09/03 Sold to Residential Services RCN Corporation 05/27/04 2,346 12/22/04 Emerged - Public (RCNI.OB) Arch Wireless, Inc. 12/06/01 2,310 05/29/02 Emerged - Public (AWIN) Leap Wireless International, Inc. 04/13/03 2,164 08/16/04 Emerged - Public (LEAP) Viatel, Inc. 05/02/01 2,155 06/10/02 Emerged - Public (VTLAF) ICG Communications, Inc. 11/14/00 2,021 10/10/02 Emerged - Public (ICGCV)
*Pre-Petition Assets ($mils)
For more information: BankruptcyData.com
CHAPTER 11 STOCK REPORT
Post-Bankruptcy Stock 6-Month Pricing Recap
Listed below is an example of the stock pricing history for a publicly traded company from within the Telecommunications industry that filed for Chapter 11 protection, emerged as a public entity and is still currently trading or was currently trading within the past year. We report the six months following emergence, as well as the most recent six-month period. Please note that not all companies from this industry that filed for bankruptcy and subsequently emerged as a public entity are currently trading and/or data is not currently available.
Emergence Ticker Date 1/31/11 2/28/11 3/31/11 4/29/11 5/31/11 6/30/11 FRP 1/24/11 $24.17 $23.00 $16.87 $16.74 $10.71 $9.21
7/31/14 6/30/14 5/30/14 4/30/14 3/31/14 2/28/14 $14.60 $13.97 $14.10 $13.64 $13.60 $13.28
Emergence Ticker Date 8/31/04 9/30/04 10/29/04 11/30/04 12/31/04 1/31/05 LEAP 8/16/04 $27.65 $22.00 $20.15 $25.40 $27.00 $27.25
3/31/14 2/28/14 1/31/14 12/31/13 11/29/13 10/31/13 $17.52 $17.52 $17.55 $17.40 $16.61 $16.10
FRP: Fairpoint Communications, Inc. filed for Chapter 11 protection on October 26, 2009. The U.S. Bankruptcy Court confirmed its Third Amended Joint Plan of Reorganization on January 31, 2011, and the Company emerged on January 24, 2011.
LEAP: Leap Wireless International, Inc. filed for Chapter 11 protection on April 13, 2003. The U.S. Bankruptcy Court confirmed its Fifth Amended Joint Plan of Reorganization on October 21, 2003, and the Company emerged on August 16, 2004. On March 17, 2014 the Company was acquired by AT&T.
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CHAPTER 11 STOCK REPORT
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