Transaction Valuation(1) | Amount of Filing Fee | ||||
$440,495,539
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$47,133 | ||||
(1) | Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the tender of all of our outstanding 3 1/2% Convertible Notes due 2033 for conversion into shares of our common stock. If all of the notes are validly tendered and not withdrawn, we will pay to the holders thereof an aggregate of $4,568,100 in cash plus accrued and unpaid interest on the Notes up to (but not including) the conversion date of $781,653 and issue to the holders thereof an aggregate of 6,852,150 shares of our common stock having an aggregate market value of $435,145,786 (based on the average of the high and low trading prices of our common stock on the Nasdaq Global Select Market on November 9, 2006). |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $47,133 | Filing Party: NII Holdings, Inc. | |||
Form or Registration No.: Schedule TO-I | Date Filed: November 13, 2006 |
o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o
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third-party tender offer subject to Rule 14d-1. | |
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issuer tender offer subject to Rule 13e-4. | |
o
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going private transaction subject to Rule 13e-3. | |
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amendment to Schedule 13D under Rule 13d-2. |
(a)(5)(i)
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Press Release Announcing Final Results of Offer dated December 14, 2006 (incorporated by reference to Exhibit 99.1 to NII Holdings Form 8-K, File No. 0-32421, filed on December 14, 2006). |
NII HOLDINGS, INC. |
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By: | /s/ Daniel E. Freiman | |||
Daniel E. Freiman | ||||
Vice President and Controller | ||||
Exhibit | ||
Number | Description | |
(a)(1)(i)
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Offering Circular dated November 13, 2006.* | |
(a)(1)(ii)
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Form of Letter of Transmittal.* | |
(a)(1)(iii)
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Form of Letter to Registered Holders and DTC Participants.* | |
(a)(1)(iv)
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Form of Letter to Clients.* | |
(a)(1)(v)
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Press Release Regarding Offer dated November 13, 2006.* | |
(a)(5)(i)
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Press Release Announcing Final Results of Offer dated December 14, 2006 (incorporated by reference to Exhibit 99.1 to NII Holdings Form 8-K, File No. 0-32421, filed on December 14, 2006). | |
(b)
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None. | |
(d)(i)
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Registration Rights Agreement, dated as of November 12, 2002, between NII Holdings and Eligible Holders (incorporated by reference to Exhibit 10.19 to NII Holdings Form S-1, File No. 333-102077, filed on December 20, 2002). | |
(d)(ii)
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Standstill Agreement, dated as of November 12, 2002, among NII Holdings, Nextel Communications, Inc. and certain other parties thereto (incorporated by reference to Exhibit 10.21 to NII Holdings Form S-1, File No. 333-102077, filed on December 20, 2002). | |
(d)(iii)
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Form of Indenture governing our 2.875% convertible notes due 2034, dated as of January 30, 2004, by and between NII Holdings, Inc. and Wilmington Trust Company, as Indenture Trustee (incorporated by reference to Exhibit 4.5 to NII Holdings Form 10-K, File No. 0-32421, filed on March 12, 2004). | |
(d)(iv)
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Form of Registration Rights Agreement related to our 2.875% convertible notes due 2034, dated as of January 27, 2004, by and between NII Holdings, Inc. and Banc of America Securities LLC as the initial purchaser (incorporated by reference to Exhibit 10.24 to NII Holdings Form 10-K, File No. 0-32421, filed on March 12, 2004). | |
(d)(v)
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Indenture governing our 2.75% convertible notes due 2025, dated as of August 15, 2005, by and between NII Holdings, Inc. and Wilmington Trust Company, as Indenture Trustee (incorporated by reference to Exhibit 4.1 to NII Holdings Form 10-Q, File No. 0-32421, filed on November 9, 2005). |
Exhibit | ||
Number | Description | |
(d)(vi)
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Registration Rights Agreement related to our 2.75% convertible notes due 2025, dated as of August 15, 2005, by and between NII Holdings, Inc., and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.2 to NII Holdings Form 10-Q, filed on November 9, 2005). | |
(g)
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None. | |
(h)
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None. |
* | Previously filed with Schedule TO on November 13, 2006. |