Attached files
| file | filename |
|---|---|
| EX-99.8 - EXHIBIT 99.8 - NII HOLDINGS INC | exhibit998.htm |
| EX-99.7 - EXHIBIT 99.7 - NII HOLDINGS INC | exhibit997.htm |
| EX-31.2 - EXHIBIT 31.2 - NII HOLDINGS INC | exhibit312.htm |
| EX-99.9 - EXHIBIT 99.9 - NII HOLDINGS INC | exhibit999.htm |
| EX-31.1 - EXHIBIT 31.1 - NII HOLDINGS INC | exhibit311.htm |
| EX-99.10 - EXHIBIT 99.10 - NII HOLDINGS INC | exhibit9910.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the fiscal year ended December 31, 2013 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the transition period from to | ||
Commission file number 0-32421 | ||
(Exact name of registrant as specified in its charter)
Delaware | 91-1671412 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
1875 Explorer Street, Suite 1000 Reston, Virginia (Address of principal executive offices) | 20190 (Zip Code) | |
Registrant’s telephone number, including area code: (703) 390-5100
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.001 per share | The Nasdaq Stock Market | |
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2013: $1,143,037,172
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Number of Shares Outstanding | |
Title of Class | on February 21, 2014 |
Common Stock, $0.001 par value per share | 172,105,746 |
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for the 2014 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
EXPLANATORY NOTE
This Amendment No. 1 to NII Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013, as originally filed with the Securities and Exchange Commission on February 28, 2014 (the "Original Filing"), is being filed solely for the purpose of supplementing the Original Filing to include Exhibits 99.7, 99.8, 99.9 and 99.10 and to amend the exhibit index to include these additional exhibits. Except as described in this Explanatory Note, this Amendment No. 1 does not amend any other information set forth in the Original Filing.
EXHIBIT INDEX
For periods before December 21, 2001, references to NII Holdings refer to Nextel International, Inc. the former name of NII Holdings. All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by NII Holdings, file number 0-32421, unless otherwise indicated.
Exhibit Number | Exhibit Description | Form | Exhibit | Incorporated by Reference Filing Date | Filed Herewith | |||||
3.1 | Amended and Restated Certificate of Incorporation of NII Holdings | 8-K | 3.1 | 05/23/13 | ||||||
3.2 | Fourth Amended and Restated Bylaws of NII Holdings | 8-K | 3.2 | 05/23/13 | ||||||
4.1 | Indenture governing our 10% senior notes due 2016, dated as of August 18, 2009, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee | 8-K | 4.1 | 08/18/09 | ||||||
4.2 | Indenture governing our 8.875% senior notes due 2019, dated as of December 15, 2009, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee | 8-K | 4.1 | 12/15/09 | ||||||
4.3 | Indenture governing our 7.625% senior notes due 2021, dated as of March 29, 2011, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee | 8-K | 4.1 | 03/29/11 | ||||||
4.4 | First Supplemental Indenture to the Indenture governing our 7.625% senior notes due 2021, dated as of December 8, 2011, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee | 8-K | 4.2 | 12/08/11 | ||||||
4.5 | Indenture governing our 11.375% senior notes due 2019, dated as of February 19, 2013, by and between NII International Telecom S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee | 8-K | 4.1 | 02/19/13 | ||||||
4.6 | Registration Rights Agreement related to our 11.375% senior notes due 2019, dated as of February 19, 2013, among NII International Telecom S.C.A., NII Holdings, Inc. and the initial purchasers | 8-K | 4.2 | 02/19/13 | ||||||
4.7 | First Supplemental Indenture governing our 11.375% senior notes due 2019, dated April 15, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee | 8-K | 4.2 | 04/15/13 | ||||||
4.8 | Registration Rights Agreement related to our 11.375% senior notes due 2019, dated April 15, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and J.P. Morgan Securities LLC | 8-K | 4.3 | 04/15/13 | ||||||
4.9 | Indenture governing our 7.875% senior notes due 2019, dated May 23, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee | 8-K | 4.1 | 05/23/13 | ||||||
4.10 | Registration Rights Agreement related to our 7.875% senior notes due 2019, dated May 23, 2013, among NII International Telecom S.C.A., NII Holdings, Inc. and the initial purchasers named therein | 8-K | 4.2 | 05/23/13 | ||||||
10.1 | Subscriber Unit Purchase Agreement, dated as of January 1, 2005, by and between NII Holdings and Motorola, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment) | 10-K | 10.1 | 03/22/06 | ||||||
10.2 | Amendment Number Three to the Subscriber Unit Purchase Agreement, dated September 28, 2006, by and between NII Holdings and Motorola, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment) | 10-Q | 10.1 | 11/06/06 | ||||||
10.3 | Form of iDEN Infrastructure Installation Services Agreement, effective June 30, 2000, by and between NII Holdings, Motorola, Inc. and each of Nextel, Telecomunicações Ltda., Nextel Argentina S.R.L., Nextel de Mexico, S.A. de C.V., Nextel del Peru, S.A. and Nextel Communications Philippines, Inc. | 8-K | 10.1 | 12/22/00 | ||||||
10.4 | Form of iDEN Infrastructure Equipment Supply Agreement, effective June 30, 2000, by and between NII Holdings, Motorola, Inc. and each of Nextel Telecomunicações Ltda., Nextel Argentina S.R.L., Nextel de Mexico, S.A. de C.V., Nextel del Peru, S.A. and Nextel Communications Philippines, Inc. | 8-K | 10.2 | 12/22/00 | ||||||
10.5 | Amendment 003 to iDEN Infrastructure Equipment Supply Agreement, dated December 7, 2001, between NII Holdings, Motorola, Inc., Nextel Communications Argentina, S.A., Nextel Telecomunicações Ltda., Comunicaciones Nextel de Mexico, S.A. de C.V., Nextel del Peru S.A. and Nextel Communications Philippines, Inc. | 10-K | 10.48 | 03/29/02 | ||||||
10.6 | Form of Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement, dated September 28, 2006, between NII Holdings, Motorola, Inc. and each of Nextel Communications Argentina, S.A., Nextel Telecomunicações Ltda., Centennial Cayman Corp. Chile, S.A., Comunicaciones Nextel de Mexico, S.A. de C.V. and Nextel del Peru, S.A. (portions of this exhibit have been omitted pursuant to a request for confidential treatment) | 10-Q | 10.2 | 11/06/06 | ||||||
10.7 | Fourth Amended and Restated Trademark License Agreement, dated July 27, 2011, between Nextel Communications, Inc. and NII Holdings | 10-Q | 10.1 | 11/08/11 | ||||||
10.8 | Spectrum Use and Build Out Agreement, dated as of November 12, 2002 | 10-K | 10.2 | 03/27/03 | ||||||
10.9 | Stock Purchase Agreement by and among Entel Inversiones, S.A., Empresa Nacional de Telecomunicaciones S.A., NII Mercosur Telecom, S.L., NII Mercosur Moviles, S.L. and NII Holdings, Inc., dated as of April 4, 2013 | 8-K | 10.1 | 04/04/13 | ||||||
10.10(+) | Form of NII Holdings Change of Control Severance Plan | 10-K | 10.9 | 02/28/13 | ||||||
10.11(+) | 2012 Incentive Compensation Plan | Def 14A | A | 03/30/12 | ||||||
10.12(+) | Form of Executive Officer Restricted Stock Award Agreement | 10-K | 10.11 | 02/28/13 | ||||||
10.13(+) | Form of Executive Officer Nonqualified Stock Option Agreement | 10-K | 10.12 | 02/28/13 | ||||||
10.14(+) | Form of Executive Officer Performance Share Unit Agreement | 8-K | 10.2 | 05/02/13 | ||||||
10.15(+) | Form of Non-Employee Director Restricted Stock Award Agreement | 10-K | 10.13 | 02/28/13 | ||||||
10.16(+) | Form of Non-Employee Director Nonqualified Stock Option Agreement | 8-K | 10.4 | 05/02/06 | ||||||
10.17(+) | Outside Directors Deferral Plan | 10-K | 10.3 | 02/27/08 | ||||||
10.18(+) | Severance Plan | 10-K | 10.16 | 02/28/13 | ||||||
10.19(+) | Executive Voluntary Deferral Plan | 8-K | 10.3 | 12/16/08 | ||||||
10.20(+) | Offer Letter for Steven M. Shindler, dated April 30, 2013 | 8-K | 10.1 | 05/02/13 | ||||||
10.21(+) | Offer Letter for Peter A. Foyo, dated December 16, 2013 | 8-K | 10.1 | 12/19/13 | ||||||
10.22(+) | International Assignment Agreement between NII Holdings, Inc. and Gokul Hemmady | 8-K | 10.1 | 07/12/13 | ||||||
10.23 | Form of Director and Executive Officer Indemnification Agreement | 10-K | 10.2 | 02/28/14 | ||||||
12.1 | Computation of Ratio of Earnings (Loss) to Fixed Charges | 10-K | 12.1 | 02/28/14 | ||||||
21.1 | Subsidiaries of NII Holdings | 10-K | 21.1 | 02/28/14 | ||||||
23.1 | Consent of PricewaterhouseCoopers LLP | 10-K | 23.1 | 02/28/14 | ||||||
31.1 | Statement of Chief Executive Officer Pursuant to Rule 13a-14(a) | * | ||||||||
31.2 | Statement of Chief Financial Officer Pursuant to Rule 13a-14(a) | * | ||||||||
32.1 | Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 | 10-K | 32.1 | 02/28/14 | ||||||
32.2 | Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 | 10-K | 32.2 | 02/28/14 | ||||||
99.1 | Credit Agreement, dated July 12, 2011, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure) | 10-K | 99.1 | 02/28/14 | ||||||
99.2 | Credit Agreement, dated July 12, 2011, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure) | 10-K | 99.2 | 02/28/14 | ||||||
99.3 | Credit Agreement, dated April 20, 2012, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure) | 10-K | 99.3 | 02/28/14 | ||||||
99.4 | Credit Agreement, dated April 20, 2012, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure) | 10-K | 99.4 | 02/28/14 | ||||||
99.5 | Bank Credit Certificate, dated November 8, 2011, between Nextel Telecomunicações Ltda., and Caixa Econômica Federal | 10-K | 99.5 | 02/28/14 | ||||||
99.6 | Bank Credit Certificate, dated October 31, 2012, between Nextel Telecomunicações Ltda., and Banco do Brasil, S.A. | 10-K | 99.6 | 02/28/14 | ||||||
99.7 | Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Non-Sinosure) | * | ||||||||
99.8 | Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Sinosure) | * | ||||||||
99.9 | Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Non-Sinosure) | * | ||||||||
99.10 | Amendment Agreement No. 1 to the Credit Agreement, dated September 25, 2013, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation as Lender, Administrative Agent and Arranger (Sinosure) | * | ||||||||
101 | The following materials from the NII Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2013 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements | 10-K | 101 | 02/28/14 | ||||||
_______________________________________
+ | Indicates Management Compensatory Plan, Contract or Arrangement. |