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. (Continued on next page) For more information: BankruptcyData.com 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. (Continued on next page) For more information: BankruptcyData.com 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