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Nii Holdings Inc – ‘PREM14A’ for 4/24/19

On:  Wednesday, 4/24/19, at 5:30pm ET   ·   For:  4/24/19   ·   Accession #:  1047469-19-2550   ·   File #:  1-37488

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/24/19  Nii Holdings Inc                  PREM14A     4/24/19    1:2.2M                                   Merrill Corp/New/FA

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 1: PREM14A     Preliminary Proxy Solicitation Material - Merger    HTML   1.45M 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

SPECIAL MEETING OF STOCKHOLDERS

[·], 2019

DEAR FELLOW STOCKHOLDERS:

You are invited to attend a special meeting (the "Special Meeting") of the stockholders of NII Holdings, Inc. ("NII" or the "Company"), which is to be held on [·], 2019 at 10:00 a.m. Eastern Time at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia 20190.

As previously announced, on March 18, 2019, NII and NII International Holdings S.à r.l. ("NIIH"), a wholly owned subsidiary of NII, entered into a purchase agreement (as it may be amended from time to time, the "Purchase Agreement") with América Móvil, S.A.B. de C.V. ("AMX") and AI Brazil Holdings B.V. ("AI Brazil"), pursuant to which NII and AI Brazil will sell their jointly owned wireless operations in Brazil (the "Nextel Brazil Business"). Specifically, NIIH will sell all of the issued and outstanding shares of NII Brazil Holdings S.à r.l. ("NII Brazil") to AMX (the "Nextel Brazil Transaction"). Also pursuant to the Purchase Agreement, concurrent to, and as a condition of, the consummation of the Nextel Brazil Transaction, AI Brazil will sell all of its interests in Nextel Holdings S.à r.l. ("Nextel Holdings") to NII Brazil (the "AI Brazil Transaction") so that, immediately prior to the closing of the Nextel Brazil Transaction, NII Brazil will hold 100% of Nextel Holdings. At the closing of the Nextel Brazil Transaction and the AI Brazil Transaction, AMX will directly own all of the issued and outstanding shares of NII Brazil and indirectly own all of the issued and outstanding shares of Nextel Holdings.

On March 18, 2019, we announced that NII's Board of Directors (the "Board") had adopted a plan of liquidation and dissolution of NII, which is subject to the completion of the transactions contemplated by the Purchase Agreement.

At the Special Meeting, you will be asked, among other matters, to vote on some of the transactions contemplated by the Purchase Agreement. Specifically, you will be asked to vote on a proposal to approve the sale of substantially all of the assets of NII (the "Sale"), through a sale of NII Brazil to AMX. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings, which is the entity that, indirectly through its wholly owned subsidiaries, owns NII and AI Brazil's wireless operations in Brazil, which represents all of the remaining operating assets of the Company.

You will also be asked to vote on a proposal to approve the liquidation and dissolution of NII (the "Dissolution") and the Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"), which, if approved, will authorize the Board to liquidate and dissolve NII in accordance with the Plan of Dissolution.

The Board carefully reviewed and considered the financial position of NII, including its available cash, investments and outstanding debt, a stand-alone plan, a range of potential strategic alternatives, the terms and conditions of the Purchase Agreement, all of the transactions contemplated by the Purchase Agreement and the Plan of Dissolution. The Board unanimously determined that the Purchase Agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of the Company and the Company's stockholders, approved and declared advisable the Sale and the Purchase Agreement and the consummation of the transactions contemplated thereby, and directed that the Purchase Agreement and the Sale and the other transactions contemplated thereby be submitted to NII's stockholders for approval. The Board unanimously determined that the Dissolution was advisable and in the best interests of the Company and our stockholders, approved the Dissolution and the Plan of Dissolution and directed that the Plan of Dissolution and the Dissolution be submitted to NII's stockholders for approval. The Board unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal and "FOR" each of the other proposals described in the accompanying proxy statement.

More information about the Sale, the Dissolution and the Special Meeting is contained in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety (including the Annexes). In particular, you should carefully read

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the section entitled "Risk Factors" beginning on page 22 of the proxy statement for a discussion of risks you should consider in evaluating the Sale and the Dissolution.

Whether or not you plan to attend, it is important that your shares be represented and voted at the Special Meeting. I hope you will be able to attend the Special Meeting, but even if you cannot, please vote your shares as promptly as possible.

Thank you for your ongoing support.

Sincerely,

Kevin L. Beebe
Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Sale or the Dissolution, passed upon the merits or fairness of the Sale or the Dissolution or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement is dated [·], 2019, and is first being made available to stockholders on or about [·], 2019.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

[·], 2019 at 10:00 a.m. Eastern Time
Hyatt Regency Reston located at 1800 Presidents Street, Reston, VA 20190

We will hold a special meeting (the "Special Meeting") of stockholders of NII Holdings, Inc. ("NII" or the "Company") on [·], 2019 at 10:00 a.m. Eastern Time at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia 20190 (703-709-1234).

At the Special Meeting, stockholders will be asked to:

•

consider and cast a vote on a proposal to approve the sale of substantially all of the assets of NII (the "Sale"), through a sale of NII Brazil Holdings S.à r.l. ("NII Brazil") to América Móvil, S.A.B. de C.V. ("AMX") on the terms and conditions of the Purchase Agreement among NII, NII International Holdings S.à r.l., AMX and AI Brazil Holdings B.V. ("AI Brazil"), dated March 18, 2019. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings S.à r.l. ("Nextel Holdings"), which is the entity that, indirectly through its wholly owned subsidiaries, owns NII and AI Brazil's wireless operations in Brazil (the "Nextel Brazil Business"). Our interest in the Nextel Brazil Business represents all of the remaining operating assets of the Company. This proposal is referred to as the "Sale Proposal";

•

consider and cast a vote on a proposal to approve the liquidation and dissolution of NII (the "Dissolution") and the Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"), which, if approved, will authorize the Board to liquidate and dissolve NII in accordance with the Plan of Dissolution. This proposal is referred to as the "Dissolution Proposal";

•

provide an advisory vote on the compensation of our directors and named executive officers based on or that otherwise relates to the Sale. This proposal is referred to as the "Compensation Proposal"; and

•

cast a vote on a proposal to approve any adjournment of the Special Meeting to another date, time or place if necessary or appropriate, for the purpose of soliciting additional proxies for the proposals to be acted upon at the Special Meeting in the event that there are insufficient votes at the time of the Special Meeting or any adjournment thereof to approve the Sale Proposal. This proposal is referred to as the "Adjournment Proposal".

The Board of Directors of NII unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal, "FOR" the Compensation Proposal and, if necessary, "FOR" the Adjournment Proposal.

Only stockholders of record as of [·], 2019 can vote at the Special Meeting.

The Special Meeting proposals are described in more detail in the accompanying proxy statement, which we encourage you to read in its entirety. A copy of the Purchase Agreement is attached as Annex A to the proxy statement. A copy of the Plan of Dissolution is attached as Annex D to the proxy statement. Whether or not you plan to attend, please cast your vote as promptly as practicable. If you later desire to change your proxy for any reason, you may do so in the manner described in the proxy statement.

Your vote is extremely important regardless of the number of shares that you own.    We cannot complete the Sale or the Dissolution unless our stockholders approve the Sale Proposal and the Dissolution Proposal, respectively, in addition to the satisfaction of the other conditions to closing of the Sale.

By Order of the Board of Directors,

Kevin L. Beebe
Chairman of the Board of Directors

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [·], 2019.

This notice of the Special Meeting and the proxy statement are available at www.[·].com.

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PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

NII Holdings, Inc.
12110 Sunset Hills Road, Suite 600, Reston, VA 20190

This proxy statement contains information relating to a special meeting (the "Special Meeting") of stockholders of NII Holdings, Inc., a Delaware corporation ("NII" or the "Company"). The Special Meeting will be held on [·], 2019, at 10:00 a.m., Eastern Time, at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia 20190. NII is furnishing this proxy statement to stockholders of NII as part of the solicitation of proxies by NII's Board of Directors (the "Board") for use at the Special Meeting and at any adjournment or postponement thereof.

This proxy statement and the other proxy materials are first being made available to stockholders on or about [·], 2019.

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Annex A: Purchase Agreement

Annex B: Amendment to the Purchase Agreement

Annex C: Side Letter

Annex D: Plan of Complete Liquidation and Dissolution

Annex E: Sections 275 through 283 of the Delaware General Corporation Law

Annex F: Opinion of Rothschild & Co US Inc.

Annex G: Opinion of Greenhill & Co., LLC

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The following questions and answers are intended to address some commonly asked questions regarding the Special Meeting, the Sale and the Dissolution. These questions and answers may not address all questions that may be important to you as a NII stockholder. You should carefully read the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement.

Q:

Why am I receiving this proxy statement?

A:

You are receiving this proxy statement because NII and NIIH entered into the Purchase Agreement with AMX and AI Brazil under which NIIH will sell all of its interests in NII Brazil to AMX and AI Brazil will concurrently sell all of its interests in Nextel Holdings to NII Brazil. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings, which is the entity that, indirectly through its wholly owned subsidiaries, owns all of the remaining operating assets of the Company. This will constitute a sale of all or substantially all of NII's assets. As a Delaware corporation, NII is subject to the DGCL. Under Section 271 of the DGCL, a Delaware corporation may not sell all or substantially all of its assets without the approval of a majority of the outstanding stock of the company entitled to vote thereon. Stockholder approval is also one of the conditions to the closing of the Sale specified in the Purchase Agreement.

Also, you are receiving this proxy statement because the Board has adopted the Plan of Dissolution, subject to the completion of the transactions contemplated by the Purchase Agreement. The Dissolution, if approved, would constitute a complete liquidation and dissolution of the Company. Under Section 275 of the DGCL, if it should be deemed advisable in the judgment of the board of directors of a Delaware corporation that it should be dissolved and the board of directors adopts a resolution to that effect, the proposed dissolution must be approved by a majority of the outstanding stock of the company entitled to vote thereon.

Q:

When and where is the Special Meeting going to be held?

A:

The Special Meeting will take place on [·], 2019, at 10:00 a.m., Eastern Time, at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia, 20190, USA.

Q:

What is the purpose of the Special Meeting?

A:

At the Special Meeting, stockholders will be asked to:

•

consider and cast a vote on the Sale Proposal;

•

consider and cast a vote on the Dissolution Proposal;

•

provide an advisory vote on the Compensation Proposal; and

•

cast a vote on the Adjournment Proposal, if necessary.

Q:

Which stockholders may vote?

A:

The holders of NII common stock at the close of business on the Record Date are entitled to receive notice of, to attend and to vote one vote per share on each matter at the Special Meeting or any adjournment or postponement of the Special Meeting.

As of the Record Date, there were [·] shares of common stock outstanding. A complete list of stockholders entitled to vote at the Special Meeting will be available for examination at the time and place of the Special Meeting.

Q:

How does the Board recommend that I vote?

A:

The Board carefully reviewed and considered the financial position of NII, including its available cash, investments and outstanding debt, a stand-alone plan, a range of potential strategic alternatives, the terms and conditions of the Purchase Agreement, all of the transactions contemplated by the Purchase Agreement and the Plan of Dissolution. The Board unanimously determined that the Purchase Agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of the Company and the Company's stockholders, approved and declared advisable

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the Sale and the Purchase Agreement and the consummation of the transactions contemplated thereby, and directed that the Purchase Agreement and the Sale and the other transactions contemplated thereby be submitted to NII's stockholders for approval. The Board unanimously determined that the Dissolution was advisable and in the best interests of the Company and our stockholders, approved the Dissolution and the Plan of Dissolution and directed that the Plan of Dissolution and the Dissolution be submitted to NII's stockholders for approval. The Board unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal, "FOR" the Compensation Proposal and "FOR" the Adjournment Proposal. For a discussion of the factors considered by our Board in reaching its conclusions, see "Background of the Sale" on page 33, "Reasons for Recommending the Sale" on page 42 and "Our Plan of Dissolution" on page 71.

Q:

Why is NII seeking a stockholder vote on the Compensation Proposal?

A:

The SEC has adopted rules that require NII to seek a non-binding, advisory vote on the compensation payments that will or may be made to its named directors and executive officers in connection with the Sale. We urge you to read the section entitled "The Sale and the Purchase Agreement — Interests of Our Directors and Executive Officers in the Sale" on page 64.

Q:

Why is NII seeking a stockholder vote on the Adjournment Proposal?

A:

Adjourning the Special Meeting to a later date will give us additional time to solicit proxies to vote in favor of approval of the Sale Proposal if there are not sufficient votes in favor of the proposal.

Q:

Who can attend the Special Meeting?

A:

Only stockholders of record as of the close of business on the Record Date, or their duly appointed proxies, may attend the Special Meeting. All stockholders will be asked to present valid picture identification, such as a driver's license or passport. Please note that, if you hold your shares in "street name" (that is, through a bank, broker or other nominee), you must bring either a copy of the vote instruction form provided by your bank, broker or other nominee or a copy of a brokerage statement reflecting your stock ownership as of the Record Date.

Cameras and video recording devices will not be permitted at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting beginning ten days prior to the Special Meeting during ordinary business hours at 12110 Sunset Hills Road, Suite 600, Reston, Virginia, 20190, USA, our principal place of business, and ending on the date of the Special Meeting.

Q:

How many votes must be present at the Special Meeting to constitute a quorum?

A:

The holders of shares representing a majority of votes that may be cast by the entire capital stock of the Company issued and outstanding and entitled to vote at the Special Meeting with respect to a particular matter, present in person or represented by proxy, constitutes a quorum with respect to each matter to be voted upon at the Special Meeting and is necessary for the transaction of business at the Special Meeting. Abstentions will be counted for purposes of determining the presence of a quorum. Broker non-votes (discussed below) will not occur at the Special Meeting.

Q:

How many votes can be cast by all stockholders?

A:

[·] votes may be cast at the Special Meeting. Each stockholder is entitled to cast one vote for each share of common stock held by such stockholder as of the Record Date. There is no cumulative voting and the holders of our common stock vote together as a single class.

Q:

What vote is needed for each of the proposals to be adopted?

A:

The Sale Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Sale Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Sale Proposal.

The Dissolution Proposal must be approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding on the Record Date and entitled to vote on the Dissolution Proposal. Abstentions and failures to vote will have the same effect as a vote "AGAINST" the Dissolution Proposal.

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The Compensation Proposal and the Adjournment Proposal must be approved by the affirmative vote of a majority of the votes properly cast at the Special Meeting (in person or represented by proxy) on such matters. Assuming a quorum is present at the Special Meeting, abstentions and failures to vote will have no effect on the outcome of the Compensation Proposal or the Adjournment Proposal. The vote on the Compensation Proposal is an advisory vote only and will not be binding on NII or the Board.

Q:

What is a broker non-vote?

A:

Broker non-votes occur when shares that are being voted by brokers with discretionary authority are counted as present for purposes of determining whether there is a quorum, but brokers are not permitted to vote on certain matters at such meeting without instructions from the beneficial owner and instructions are not given. These matters are referred to as "non-routine" matters. If all of the matters to be voted on at a meeting are "non-routine", then shares that brokers have discretionary authority to vote will not be treated as present for purposes of determining whether there is a quorum. All of the matters scheduled to be voted on at the Special Meeting are "non-routine".

Accordingly, no broker non-votes will occur at the Special Meeting and if you fail to provide your broker with voting instructions, the shares that your broker has discretionary authority to vote will not be treated as present for purposes of determining whether there is a quorum.

Q:	​	How do I vote?
A:	​	Stockholder of Record
	​	If you are a stockholder of record (that is, stockholders who hold their shares in their own name), there are four ways to vote:
	​		​	In person. You may vote in person at the Special Meeting. NII will give you a ballot when you arrive.
	​		​	Via the Internet. You may vote by proxy via the Internet by following the instructions provided on the proxy card.
	​		​	By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.
	​		​	By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
	​	If you are a stockholder of record and a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.
	​	Beneficial Owner.
	​	If you are a beneficial owner of shares held in street name (that is, shares held in the name of a bank, broker or other holder of record), the materials were forwarded to you by the organization holding your account and there are up to four ways to vote:
	​		​	In person. If you wish to vote in person at the Special Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
	​		​	Via the Internet. You may be eligible to vote by proxy via the Internet by following the instructions on the vote instruction form.
	​		​	By Telephone. You may be eligible to vote by proxy by following the instructions on the vote instruction form.
	​		​	By Mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided.
	​	Please refer to the voting instruction form provided by your bank, broker or other holder of record for more information on the various ways to vote.
​	​	​	​	​

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Q:

Can I change my vote?

A:

A stockholder has the power to revoke his or her proxy or change his or her vote at any time before the proxy is voted at the Special Meeting. If your shares are held in street name by a broker, bank or other financial institution, you must contact that institution to change your vote. If you are a stockholder of record, you can revoke your proxy or change your vote in one of five ways:

•

you can send a signed written notice of revocation to our corporate secretary at the address noted below to revoke your proxy;

•

you can send a completed proxy card bearing a later date than your original proxy to us indicating the change in your vote;

•

you can vote again on a later date on the Internet or by telephone (only your latest proxy submitted prior to the Special Meeting will be counted);

•

you can attend the Special Meeting and vote in person, which will automatically cancel any proxy previously given; or

•

you can revoke your proxy in person at the Special Meeting, but attendance at the Special Meeting alone will not revoke any proxy that you have given previously.

If you choose any of the first three methods, we must receive the described notice or proxy no later than the beginning of the Special Meeting. If you choose the fourth or fifth methods, you will be asked to present documents for the purpose of establishing your identity as a stockholder on the Record Date. Before the Special Meeting, any written notice of revocation should be sent to NII Holdings, Inc., 12110 Sunset Hills Road, Suite 600, Reston, Virginia 20190, Attention: General Counsel. Any notice of revocation that is delivered at the Special Meeting should be hand delivered to our General Counsel before a vote is taken. Once voting on a particular matter is completed at the Special Meeting, you will not be able to revoke your proxy or change your vote as to that matter.

If you are a stockholder of record and a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.

Q:

Could other matters be decided by the Special Meeting?

A:

Our Board does not intend to bring any matter before the Special Meeting other than those described in this proxy statement. If any other matters are properly brought before the Special Meeting by the presiding officer of such meeting or by or at the direction of a majority of the entire Board, the persons named in the enclosed proxy card, or their duly appointed substitutes acting at the Special Meeting, will be authorized to vote or otherwise act in respect of any such matters in their discretion.

Q:

What happens if I do not provide voting instructions?

A:

Stockholder of Record.

If you are a stockholder of record and you sign, date and return the enclosed proxy card but do not specify how to vote, then your shares will be voted in accordance with the recommendations of the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the Special Meeting or any adjournments thereof.

Beneficial Owner.

If you are a beneficial owner of shares held in street name and hold your shares through a broker, bank or other financial institution, and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will not have authority to vote for any of the matters to be voted on at the Special Meeting. Brokers and other nominees have the discretion to vote on routine matters, but do not have the discretion to vote on non-routine matters such as the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may not vote your shares on the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal. The failure to provide voting instructions to your broker or other nominee will have the same effect as a vote "AGAINST" the Sale Proposal and the Dissolution Proposal.

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Q:

Who will pay the cost of this proxy solicitation?

A:

We will pay the cost of soliciting proxies on behalf of our Board. Our directors, officers and employees may solicit proxies on our behalf in person or by telephone, facsimile or electronically through the Internet, as described above. In addition, we have engaged MacKenzie Partners, Inc. ("MacKenzie") and Broadridge Financial Solutions, Inc. ("Broadridge") to assist us in the distribution of proxies. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending our proxy materials to beneficial owners of our common stock as of the Record Date.

Q:

How will I learn the results of the vote?

A:

To the extent practicable, preliminary voting results will be announced at the Special Meeting. The final voting results will be tallied by the inspector of elections and published in NII's Current Report on Form 8-K, which NII is required to file with the SEC within four business days following the Special Meeting and can be accessed on the investor relations area of our website at www.nii.com.

Q:

How can I access the proxy materials electronically?

A:

Copies of the Notice of Special Meeting and proxy statement, as well as other materials filed by us with the SEC, are available at [·], and are available without charge to stockholders on our corporate website at www.nii.com or upon written request to NII Holdings, Inc., Attention: Investor Relations, 12110 Sunset Hills Road, Suite 600, Reston, Virginia, 20190.

Q:

How does NIIH intend to use the proceeds it receives from the Sale?

A:

The proceeds from the Sale will be used to pay off NII's outstanding debts and liabilities, including outstanding amounts under the convertible notes, outstanding service provider and vendor bills and outstanding professional fees relating to the costs of being a public company. The balance of the proceeds will be retained to pay ongoing corporate and administrative costs and expenses associated with winding down the Company, liabilities and potential liabilities relating to or arising out of our outstanding litigation matters, and potential liabilities relating to our indemnification obligations, if any, to AMX, AI Brazil, New Cingular Wireless (AT&T), or to current and former officers and directors. The Board will determine, in its sole discretion, the timing of the distribution of the remaining amounts, if any, to our stockholders in the Dissolution. The Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to NII's stockholders.

Q:

What will happen if the stockholders do not approve the Sale or the Sale is otherwise not completed?

A:

If the Sale is not completed, NII will remain an independent public company and stockholders will continue to own their NII shares and will continue to be subject to the same risks and opportunities as they currently are with respect to ownership of NII shares. NII will remain the controlling stockholder of Nextel Holdings by continuing to indirectly own approximately 70% of the outstanding equity interests of Nextel Holdings, and will remain active in the management of Nextel Holdings and the development of our Brazilian operations in accordance with NII's business plan.

Q:

What consideration will NII receive in the Sale?

A:

If the Sale is completed, AMX will acquire all of the equity interests in NII Brazil for an aggregate purchase price of $905 million less net debt and subject to certain adjustments at closing, including reimbursement of capital expenditures up to a budgeted amount from March 1, 2019 to closing, a working capital adjustment (subject, in the case of an increase in net working capital, to a cap based on budgeted changes in working capital through the earlier of closing or December 31, 2019), and a deduction for the amount (if any) by which certain budgeted selling and marketing costs exceed actual spend on such costs from March 1, 2019 to closing. NII will receive approximately 70% of the final net proceeds after deducting a $2 million preferred share return due to AI Brazil and deducting certain transaction expenses and increases in accrued tax contingencies, if any. AMX will place $30 million of NII's portion of the net proceeds into an 18-month escrow account to secure NII's indemnification obligations under the Purchase Agreement.

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Q:

Will I have appraisal rights or rights of objecting stockholders with respect to the Sale?

A:

No. Neither the DGCL nor our organizational documents provide for appraisal rights, rights of objecting stockholders or other similar rights in connection with a sale of substantially all of NII's assets.

Q:

Are there any risks related to the Sale?

A:

Yes. You should carefully review the section entitled "Risk Factors" beginning on page 22 of this proxy statement for a description of risks related to the Sale.

Q:

Will I owe any U.S. federal income taxes as a result of the Sale?

A:

No.

You are urged to read the section entitled "Certain U.S. Federal Income Tax Consequences of the Sale" beginning on page 63 of this proxy statement for a summary of certain material U.S. federal income tax consequences of the Sale. In addition, you may owe certain U.S. federal income taxes as a result of distribution of the proceeds from the Sale.

Q:

What does the Plan of Dissolution entail?

A:

The Plan of Dissolution provides an outline of the steps for the Dissolution of NII. The Plan of Dissolution provides that we will file the Certificate of Dissolution following the required stockholder approval and completion of the transactions contemplated by the Purchase Agreement; however, the decision of whether or not to proceed with the Dissolution and when to proceed will be made by the Board in its sole discretion.

Q:

What will happen if the Dissolution is approved?

A:

If the Dissolution is approved by our stockholders, our Board will have sole discretion to determine if and when (at such time as they deem appropriate following stockholder approval of the Dissolution) to proceed with the Dissolution. If the Board decides to proceed with the Dissolution, we will liquidate any remaining assets, satisfy or make reasonable provisions for our remaining obligations, and make distributions to the stockholders of available proceeds, if any. The Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to NII's stockholders.

If our Board determines that the Dissolution is not in our best interests or not in the best interests of our stockholders, our Board may direct that the Dissolution be abandoned, or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

Q:

Can NII estimate the distributions that the stockholders would receive in the Dissolution?

A:

We believe the value of our remaining assets that will ultimately be available for distribution to our stockholders, if any distribution is made, will be significantly less, in the aggregate, than the consideration to be received in the Sale, if and when the Sale is completed because we will need to use some of the proceeds to repay outstanding liabilities, including outstanding amounts under the convertible notes. In addition, the amount of consideration that we receive in the Sale will depend on factors outside of our control, including but not limited to currency exchange rates at the time of completion of the Sale and potential adjustments to the purchase price.

We estimate that the aggregate amount of total cash distributions to our stockholders in the Dissolution will be approximately $156 million to $273 million. These amounts may be paid in one or more distributions. Such distributions will not occur until after the Certificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the precise net value of our remaining assets after the Sale, the ultimate amount of our liabilities, the operating costs and amounts to be set aside for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to stockholders or the timing of any such distributions. Although we cannot predict the timing or amount of any such distributions, the Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL and the Plan of Dissolution, and will take all reasonable actions to optimize the distributable value to NII's stockholders. See the section entitled "Proposal 2-Approval of the Liquidation and Dissolution Pursuant to the Plan of Dissolution—Estimated Distributions to Stockholders" beginning on page 66 of this proxy statement for a description of

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the assumptions underlying and sensitivities of our estimate of the total cash distributions to our stockholders in the Dissolution.

Q:

What will happen if the Dissolution is approved but the Sale is not completed?

A:

When approving the Plan of Dissolution and Dissolution, our Board specified that the Dissolution is subject to the completion of the transactions contemplated by the Purchase Agreement. Therefore, if the Dissolution is approved but (i) the Sale is not approved by our stockholders or (ii) the Sale is not consummated, our Board will abandon the Plan of Dissolution.

Q:

What will happen if the Sale is approved by our stockholders but the Dissolution is not approved?

A:

If our stockholders do not approve the Dissolution, we will complete the Sale if it is approved by our stockholders and the other conditions to closing are satisfied or waived. Upon closing of the Sale, we will have transferred substantially all of our operating assets to AMX and will have no operations to generate revenue. We would likely continue to ask the stockholders to approve the Dissolution, including at a separate special meeting of stockholders called for the purpose of seeking approval of the Dissolution.

In any event, with no assets with which to generate revenue and no Dissolution approved, we would use the cash received from the Sale to pay ongoing corporate and administrative expenses. We would have no material business or operations after the Sale and will have retained only those employees required to maintain our corporate existence. These factors would limit the alternatives available to us. Our Board would have to evaluate our alternatives, including the possibility of investing the cash received from the Sale in another operating business. These alternatives may be less favorable to our stockholders than the Dissolution.

Q:

Can I sell my shares once the Certificate of Dissolution is filed?

A:

If the Dissolution is approved by our stockholders and if the Board determines to proceed with the Dissolution, we will close our transfer books on the Final Record Date, which is the effective time of the Dissolution as set forth in the Certificate of Dissolution. After such time, we will not record any further transfers of our common stock, except pursuant to the provisions of a deceased stockholder's will, intestate succession, or operation of law and we will not issue any new stock certificates, other than replacement certificates. In addition, after the Final Record Date, we will not issue any shares of our common stock upon exercise of outstanding options, warrants, or restricted stock units. As a result of the closing of our transfer books, it is anticipated that distributions, if any, made in connection with the Dissolution will be made pro rata to the same stockholders of record as the stockholders of record as of the Final Record Date, and it is anticipated that no further trading of our common stock will occur after the Final Record Date.

Q:

Do I have appraisal rights in connection with the Dissolution?

A:

None of Delaware law, our certificate of incorporation, or our bylaws provides for appraisal or other similar rights for dissenting stockholders in connection with the Dissolution, and we do not intend to independently provide stockholders with any such right.

Q:

Are there any risks related to the Dissolution?

A:

Yes. You should carefully review the section entitled "Risk Factors" beginning on page 22 of this proxy statement for a description of risks related to the Dissolution.

Q:

Will I owe any U.S. federal income taxes as a result of the Dissolution?

A:

If the Dissolution is approved and implemented, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to the difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder's adjusted tax basis in each share of our common stock. You are urged to read the section entitled "Certain U.S. Federal Income Tax Consequences of the Proposed Liquidation and Dissolution" beginning on page 75 of this proxy statement for a summary of certain material U.S. federal income tax consequences of the Dissolution, including the ownership of an interest in a liquidating trust, if any.

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Q:

What will happen to NII's common stock if the Sale is completed and the Certificate of Dissolution is filed with the Secretary of State?

A:

If the Sale is completed and Certificate of Dissolution is filed with the Secretary of State, NII's common stock will be delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). From and after the Final Record Date, and subject to applicable law, each holder of shares of our common stock shall cease to have any rights in respect of that stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Dissolution and the DGCL. After the effective time of the Dissolution, our stock transfer records shall be closed, and we will not record or recognize any transfer of our common stock occurring after the Final Record Date, except, in our sole discretion, such transfers occurring by will, intestate succession or operation of law as to which we have received adequate written notice. Under the DGCL, no stockholder shall have any appraisal rights in connection with the Dissolution.

We expect to file the Certificate of Dissolution and for the Dissolution to become effective as soon as reasonably practicable after the Dissolution is approved by our stockholders and the consummation of the Sale. We intend to provide advance notice to our stockholders prior to our stock being delisted and the closing our stock transfer records.

Q:

Who can help answer my questions?

A:

If you have any questions about the Special Meeting, the Sale Proposal, the Dissolution Proposal, the Compensation Proposal or the Adjournment Proposal, how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact MacKenzie at:

1407 Broadway, 27^th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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The information in this proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. These statements include statements regarding the intent, belief or current expectations of members of our management team, as well as the assumptions on which such statements are based, and are generally identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should," "could," "continues," "pro forma" or similar expressions. Among many other examples, the following statements are examples of the forward-looking statements in this document:

•

all statements regarding the closing and the timing for the closing of the transactions contemplated by the Purchase Agreement;

•

all statements regarding the amounts and the potential uses of the proceeds by NII resulting from the transactions contemplated by the Purchase Agreement;

•

all statements regarding NII's future business, future business prospects, future revenues or cash flows, future working capital, future liquidity, future capital needs and future income;

•

all statements regarding the tax and accounting consequences of the transactions contemplated by the Purchase Agreement and the Dissolution; and

•

all statements regarding the amount and timing of distributions made to stockholders, if any, in connection with the Dissolution.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Such statements are subject to known and unknown risks and uncertainties and other unpredictable factors, many of which are beyond our control. We make no representation or warranty (express or implied) about the accuracy of any of the forward-looking statements. These statements are based on a number of assumptions involving the judgment of management. Many relevant risks are described under the caption "Risk Factors" on page 22, as well as throughout this proxy statement and the incorporated documents, and you should consider these important cautionary factors as you read this document.

Our actual results, performance or achievements may differ materially from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements. Among the factors that could cause such a difference are:

•

our ability to attract and retain subscribers;

•

our ability to satisfy the requirements of our debt obligations;

•

our ability to access sufficient debt or equity capital to meet any future operating and financial needs;

•

our ability to meet established operating goals and generate cash flow;

•

the availability of other funding sources, including the timely resolution of claims and receipt of proceeds from the Mexico Escrow;

•

our ability to complete the Sale and/or Dissolution in a timely fashion or at all;

•

the risk of any failure to satisfy the conditions to consummate the sale of the Nextel Brazil Business, including regulatory and antitrust approvals and approval by our stockholders;

•

the impact of business uncertainties in connection with the Sale or Dissolution;

•

the occurrence of any event, change or circumstance that could give rise to the termination of the Purchase Agreement or Plan of Dissolution;

•

the cost and outcome of any legal proceedings that have been or may be initiated against any of NII, NIIH, NII Brazil, Nextel Holdings or any of the other parties to the Purchase Agreement;

•

risks that the Sale or Dissolution disrupts current plans and operations and the potential difficulties in employee retention generally;

•

the risk of any failure of AMX to be ready, willing and able to consummate the transactions contemplated by the Purchase Agreement;

•

the amount of the costs, fees, expenses and charges related to the sale of the Nextel Brazil Business may be higher than we expect;

•

the timing and amount of cash and other assets available for distribution to our stockholders upon Dissolution;

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•

risks associated with our arrangement with AI Brazil;

•

general economic conditions in Brazil and in the market segments that we are targeting for our services;

•

the political and social conditions in Brazil, including political instability, which may affect Brazil's economy and the regulatory environment there;

•

the impact of foreign currency exchange rate volatility in the local currency in Brazil when compared to the U.S. dollar and the impact of related currency depreciation in Brazil;

•

our having reasonable access to and the successful performance of the technology being deployed in our service areas, and improvements thereon;

•

the availability of adequate quantities of system infrastructure and subscriber equipment and components at reasonable pricing to meet our service deployment and marketing plans and customer demand;

•

risks related to the operation and expansion of our network in Brazil, including the potential need for additional funding to support enhanced coverage and capacity, and the risk that we will not attract enough subscribers to support the related costs of deploying or operating the network;

•

our ability to successfully scale our billing, collection, customer care and similar back-office operations to keep pace with customer growth as necessary, increased system usage rates and growth or to successfully deploy new systems that support those functions;

•

future legislation or regulatory actions relating to our services, other wireless communications services or telecommunications generally and the costs and/or potential customer impacts of compliance with regulatory mandates;

•

the ability to achieve and maintain market penetration and average subscriber revenue levels sufficient to provide financial viability to our business;

•

the quality and price of similar or comparable wireless communications services offered or to be offered by our competitors, including providers of cellular services and personal communications services;

•

market acceptance of new service offerings;

•

potential cash outlays related to certain reasonably possible losses related to matters for which Nextel Brazil has not accrued liabilities;

•

a requirement to provide material judicial deposits of cash that will not be released until the pending matter is resolved;

•

equipment failure, natural disasters, terrorist acts or other breaches of network or information technology security;

•

the possibility that our significant indebtedness, or the incurrence of additional indebtedness, could affect our financial condition; and

•

other risks and uncertainties described in Part I, Item 1A. "Risk Factors," in our annual report on Form 10-K for the year ended December 31, 2018 and, from time to time, in our other reports filed with the SEC.

Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date of this proxy statement. We cannot guarantee any future results, levels of activity, performance or achievements, and it should not be assumed that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

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The following risk factors, together with the other information in this proxy statement and in the "Risk Factors" sections included in the documents incorporated by reference into this proxy statement (see "Where You Can Find More Information" on page 91), should be carefully considered before deciding whether to vote to approve the Sale Proposal and the Dissolution Proposal as described in this proxy statement. In addition, stockholders should keep in mind that the risks described below are not the only risks that are relevant to your voting decision. The risks described below are the risks that we currently believe are the material risks of which our stockholders should be aware. Nonetheless, additional risks that are not presently known to us, or that we currently believe are not material, may also prove to be important.

The Sale is subject to various approvals, including Brazilian regulatory and antitrust approvals, and stockholder approval, as well as other closing requirements, and may not be completed as anticipated, or at all.

The closing of the Sale and the other transactions contemplated by the Purchase Agreement is subject to approval by our stockholders and Brazilian regulatory and antitrust approvals, as well as certain other closing requirements. Certain of these closing conditions are subject to the discretion of AMX or third parties. There can be no assurances that we will receive any of these approvals or that the other conditions required for the closing of the transactions contemplated by the Purchase Agreement will be satisfied or, if applicable, waived.

While the Sale is pending, it may create uncertainty about our future, which could have a material adverse effect on our business, financial condition and results of operations.

As a result of this uncertainty, our current or proposed potential business partners may decide to delay, defer or cancel entering into new business arrangements with us pending completion or termination of the Sale. The risks related to the pendency of the Sale include:

•

the diversion of management and employee attention from our day-to-day business;

•

the potential inability to attract, retain and motivate key personnel, as key personnel may experience uncertainty about their future roles and depart because of issues relating to the uncertainty or a desire not to remain with our organization, which could negatively impact our ability to implement our business plan;

•

the potential disruption to business partners and other service providers;

•

our agreement to operate the Nextel Brazil Business in the ordinary course prior to closing pursuant to the Purchase Agreement restricts us from taking certain specified actions until the Sale occurs without the consent of AMX. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Sale;

•

we may be unable to respond effectively to competitive pressures, industry developments and future opportunities; and

•

if the closing is significantly delayed, our cash resources could be negatively impacted, which could result in an inability to match contributions by AI Brazil to the Nextel Brazil Business that could dilute our ownership in the Nextel Brazil Business.

The occurrence of any of these events individually or in combination could have a material adverse effect on our business, financial condition and results of operations. Additionally, we have incurred substantial transaction costs and diversion of management resources in connection with the Sale, and we will continue to do so until the final closing or termination of the Sale.

The Purchase Agreement provides certain termination rights to AMX and NII. If the Purchase Agreement is terminated under specified circumstances, NII may be required to pay AMX a termination fee and reimburse certain expenses of AMX and its affiliates.

NII will be required to pay AMX a $25 million termination fee if the Purchase Agreement is terminated:

•

by NII in order to accept a "Superior Proposal" (as defined under "— Proposal 1 — Approval of the Sale Pursuant to the Purchase Agreement — Summary of the Purchase Agreement — No Solicitation / Superior Proposal");

•

by AMX because (i) an Adverse Recommendation Change has occurred or (ii) NII or NIIH materially breached its non-solicitation obligations; or

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•

(x) (a) by NII, AMX or AI Brazil, as applicable, because the closing has not occurred by the Termination Date, subject to certain extensions under the Purchase Agreement, (b) by AMX, if (i) there has been an inaccuracy in, or breach of, any representation, warranty, covenant or agreement of AI Brazil, NIIH or NII, which breach would result in a failure of a condition to be satisfied, and (ii) such inaccuracy or breach has not been cured; or (c) by NII or AMX because the approval of NII's stockholders for the Sale was not obtained, (y) after the date of the Purchase Agreement and prior to such termination any person makes an Acquisition Proposal (as defined under "— Proposal 1 — Approval of the Sale Pursuant to the Purchase Agreement — Summary of the Purchase Agreement — No Solicitation/Superior Proposal") and (z) at any time on or prior to the twelve-month anniversary of such termination, NII or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, a transaction contemplated by an Acquisition Proposal (solely for purposes of this prong (z), 50% shall replace 20% in the definition of Parent Takeover Proposal (as defined under "— Proposal 1 — Approval of the Sale Pursuant to the Purchase Agreement — Summary of the Purchase Agreement — No Solicitation/Superior Proposal"));

NII will be required to pay the amount of documented out-of-pocket expenses of AMX and its affiliates incurred in connection with the Purchase Agreement and the transaction contemplated thereby, up to $2 million, if the Purchase Agreement is terminated by NII or AMX because the approval of NII's stockholders was not obtained.

The Purchase Agreement may be amended by written instrument signed by all parties, and any term or provision may be waived by written instrument signed by the party against whom such waiver is sought to be enforced.

The Purchase Agreement may be amended by written instrument signed by all parties, and any term or provision may be waived by written instrument signed by the party against whom such waiver is sought to be enforced. As a result, if we are unable to satisfy any closing requirement upon which the Sale is conditioned under the Purchase Agreement, then the amendment of the Purchase Agreement or the waiver of such closing requirement will be subject to approval by AMX or AI Brazil, as applicable. Additionally, AMX or AI Brazil may make the granting of any such amendment or waiver contingent on our approval of new or additional terms or conditions to the Purchase Agreement. Any inability to obtain such an amendment or waiver of the Purchase Agreement could have a material and adverse effect on our ability to complete the Sale contemplated by the Purchase Agreement.

The Purchase Agreement limits NII's ability to pursue alternative strategic transactions.

The Purchase Agreement contains provisions that may discourage a third party from submitting a proposal or offer to NII relating to any:

•

merger, consolidation, business combination or other similar transaction with respect to NII Brazil or any of its subsidiaries including Nextel Holdings and its subsidiaries;

•

acquisition in any manner, directly or indirectly, of any of the issued and outstanding shares of NII Brazil or any other equity interests of NII Brazil or any of its subsidiaries including Nextel Holdings and its subsidiaries;

•

acquisition of any of the assets of Nextel Brazil, other than a disposition of assets permitted under the Purchase Agreement;

•

merger, consolidation, business combination or other similar transaction involving NII that, if consummated, would result in such third party owning, directly or indirectly, 20% or more of the consolidated assets, net revenues or net income of NII and its subsidiaries, taken as a whole;

•

acquisition in any manner, directly or indirectly, of more than 20% of the outstanding equity interests of NII; or

•

acquisition in any manner, directly or indirectly, of assets of NII or its subsidiaries representing more than 20% of the consolidated assets of NII.

These provisions include a general prohibition on NII from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Board, entering into discussions with any third party regarding any such proposal. See the section entitled "Summary of the Purchase Agreement — No Solicitation / Superior Proposal" beginning on page 59.

In addition, the Side Letter with AI Brazil requires that we consult with AI Brazil on any Superior Proposal and requires that AI Brazil receive the consideration contemplated under the Shareholders Agreement with AI Brazil in any Superior Proposal. These provisions of the Side Letter may further discourage a third party from submitting a Superior Proposal to NII. See the section entitled "Summary of Side Letter."

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If the proposed transactions are not completed, we may explore other potential transactions, but alternatives may be less favorable to us or unavailable.

If the proposed transactions are not completed our intention is to abandon the Plan of Dissolution. However, we may explore other strategic alternatives, including:

•

the sale of equity in NII or NIIH to another party or parties. An alternative transaction may have terms that are less favorable to us than the terms of the transactions contemplated by the Purchase Agreement, or we may be unable to reach agreement with any third party on an alternative transaction that we would consider to be reasonable; or

•

proceed with the Dissolution and sell all of the issued and outstanding shares of NII Brazil as part of the winding up procedures. The Plan of Dissolution provides that NII will sell all of its assets in existence when it dissolves. If these assets include all of the issued and outstanding shares of NII Brazil, NII will sell those interests on the best terms available, but without stockholder approval. Any such sale could be on terms less favorable than the terms of the Purchase Agreement.

NII's directors and executive officers may have interests in the transactions contemplated by the Purchase Agreement that are different from, or in addition to, the interests of NII stockholders.

NII's directors and executive officers may have interests in the transactions contemplated by the Purchase Agreement that are different from the interests of NII stockholders.

Certain directors and executive officers may be entitled to acceleration of outstanding equity awards, potential severance benefits, change of control payments and other payments and, as such, may have interests in the Sale that are different from your interests as a stockholder and such interests may present actual or potential conflicts of interest. In addition, our directors and executive officers have ongoing rights to indemnification and insurance coverage for acts or omissions occurring prior to the Sale.

These interests are described in more detail in the section entitled "Proposal 1 — Approval of the Sale Pursuant to the Purchase Agreement — Interests of Our Directors and Officers" beginning on page 64.

NII will incur significant transaction-related costs in connection with the Sale, which may be in excess of those anticipated by NII.

NII has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Purchase Agreement, including the costs and expenses of filing, printing and mailing this proxy statement and all filing and other fees paid to the SEC in connection with the transactions contemplated by the Purchase Agreement.

NII expects to continue to incur a number of non-recurring costs associated with completing the transactions contemplated by the Purchase Agreement. These fees and costs have been, and may continue to be, substantial. The majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal and accounting advisors, severance and benefit costs, and filing fees.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of NII following the completion of the transactions contemplated by the Purchase Agreement. Many of these costs will be borne by NII even if the transactions contemplated by the Purchase Agreement are not completed.

If NII completes the Sale, it will have no significant remaining operating assets and will need to significantly reduce its corporate and administrative expenses.

If the Sale is completed, NII will have no significant operating assets remaining and no material revenue producing business or operations. NII intends to retain only those employees required to maintain its corporate existence. As such, it is important that NII take steps to reduce costs and expenses in order to preserve cash. The failure of NII to take such steps could result in a reduction in the amount of cash remaining for distribution to stockholders in connection with the Dissolution.

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NII will continue to incur the expenses of complying with public company reporting requirements.

If the Sale is completed, we may remain a public company and may continue to be subject to the listing standards of NASDAQ and SEC rules and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002. While all public companies face the costs and burdens associated with being public companies, the costs and burden of being a public company will be a significant expense that could negatively impact the distributable value available to our stockholders.

AI Brazil will receive such proceeds as set forth in the Side Letter.

Under the Side Letter, NII and AI Brazil have agreed that if the Sale is consummated, AI Brazil will be entitled to the first $10 million and 6% of any additional amounts recovered from the Mexico Escrow, in both cases, if and when funds are released. A copy of the Side Letter is attached to this proxy statement as Annex C.

We cannot predict the timing of the distributions to stockholders.

Our current intention is that, if approved by our stockholders, the Certificate of Dissolution would be filed shortly after the closing of the transactions contemplated by the Purchase Agreement; however, the decision of whether or not to proceed with the Dissolution will be made by the Board in its sole discretion. No further stockholder approval would be required to effect the Dissolution. However, if the Board determines that the Dissolution is not in our best interest or the best interest of our stockholders, the Board may, in its sole discretion, abandon the Dissolution or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval. After the Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

Under Delaware law, before a dissolved corporation may make any distribution to its stockholders, it must pay or make reasonable provision to pay all of its claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation. Furthermore, we may be subject to potential liabilities relating to indemnification obligations, if any, to AMX, AI Brazil, New Cingular Wireless (AT&T), or to our current and former officers and directors. It might take significant time to resolve these matters, and as a result we are unable to predict the timing of distributions, if any are made, to our stockholders.

We cannot assure you as to the amount of distributions, if any, to be made to our stockholders.

We believe the value of our remaining assets that will ultimately be available for distribution to our stockholders, if any distribution is made, will be significantly less, in the aggregate, than the consideration to be received in the Sale, if and when the Sale is completed, because we will need to use some of the proceeds to repay liabilities, including convertible notes. In addition, the amount of consideration that we receive in the Sale will depend on factors outside of our control, including but not limited to foreign currency exchange rates at the time of completion of the Sale and potential adjustments to the purchase price.

If our stockholders approve the Sale and the Dissolution, we estimate that the aggregate amount of cash that will be available for distribution to our stockholders in the Dissolution will be approximately $156 million to $273 million. This amount may be paid in one or more distributions. Such distributions will not occur until after the Certificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the precise net value of our remaining assets after the Sale, the ultimate amount of our liabilities, the operating costs and amounts to be set aside for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to stockholders or the timing of any such distributions. Examples of uncertainties that could reduce the value of distributions to our stockholders include: unanticipated costs relating to the defense, satisfaction or settlement of existing or future lawsuits or other claims threatened against us; amounts necessary to resolve claims of our creditors, including redemption or repurchase of our convertible notes; delays in the release of escrowed proceeds from both our sale of Nextel Mexico and the Sale and the ultimate amount released to us from such escrowed proceeds; and delays in the liquidation and

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dissolution or other winding up of our subsidiaries, including our international subsidiaries due to our inability to settle claims or otherwise.

The amount of any distributable proceeds and our ability to make distributions to our stockholders is also subject to a number of factors unrelated to the Sale, including the results of operations of Nextel Brazil, its cash funding needs, the amount and timing of Nextel Brazil's tax liabilities and tax credits, and developments relating to Nextel Brazil's existing litigation and litigation claims that may arise between signing and closing of the Sale. In addition, as we wind down, we will continue to incur expenses from operations, such as: operating costs; salaries; rental payments; directors' and officers' insurance; payroll and local taxes; legal, accounting and consulting fees and office expenses, which will reduce any amounts available for distribution to our stockholders. As a result, we cannot assure you as to any amounts to be distributed to our stockholders if the Board proceeds with the Dissolution. If our stockholders do not approve the Dissolution Proposal, no liquidating distributions will be made. See the section entitled "Proposal 2-Approval of the Liquidation and Dissolution Pursuant to the Plan of Dissolution—Estimated Distributions to Stockholders" beginning on page 66 of this proxy statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our stockholders in the Dissolution.

It is the current intent of the Board, assuming approval of the Sale and the Dissolution, that proceeds from the Sale will be used to pay off NII's outstanding debts and liabilities. The balance of the proceeds will be retained to pay ongoing corporate and administrative costs and expenses associated with winding down the company, liabilities and potential liabilities relating to or arising out of any outstanding litigation matters and potential liabilities relating to our indemnification obligations, if any, to AMX, AI Brazil, New Cingular Wireless (AT&T), or to our current and former officers and directors.

The Board will determine, in its sole discretion, the timing of the distribution of the remaining amounts, if any to our stockholders in the Dissolution. We can provide no assurance as to if or when any such distribution will be made, and we cannot provide any assurance as to the amount to be paid to stockholder in any such distribution, if one is made. The Board intends to seek to distribute funds to NII's stockholders as quickly as possible, as permitted by the DGCL, and will take all reasonable actions to optimize the distributable value to NII's stockholders.

A delay in the closing of the Sale will decrease funds that may be available for distribution to stockholders, if a distribution is made.

Claims, liabilities and expense from operations (including operating costs such as salaries, directors' fees, directors' and officers' insurance, federal and state income taxes, payroll and local taxes, legal and accounting fees and miscellaneous office expenses) will continue to be incurred by us as we seek to close the Sale. In the event the closing of the Sale is delayed, we will incur additional claims, liabilities and expenses from operation that will reduce the net funds available for distribution to our stockholders.

Our stockholders could authorize the Sale but vote against the Dissolution.

If our stockholders do not approve the Dissolution, we will complete the Sale if it is authorized by our stockholders and the other conditions to closing are satisfied or waived. Upon the closing of the Sale, we will have transferred substantially all of our operating assets to AMX and will have no operations to generate revenue. We would likely continue to ask the stockholders to approve the Dissolution, including at a separate special meeting of stockholders called for the purpose of seeking approval of the Dissolution.

In any event, with no assets with which to generate revenue and no Dissolution approved, we would use the cash received from the Sale to pay ongoing corporate and administrative expenses. We would have no material business or operations after the Sale and will have retained only those employees required to maintain our corporate existence. Our Board would have to evaluate our alternatives, including the possibility of investing the cash received from the Sale in another operating business. These alternatives may be less favorable to our stockholders than the Dissolution.

The Board may determine not to proceed with the Dissolution.

Even if the Dissolution Proposal is approved by our stockholders, the Board may determine, in the exercise of its fiduciary duties, not to proceed with the Dissolution. If our Board elects to pursue any alternative to the Plan of Dissolution, our stockholders may not receive any of the funds that might otherwise be available for distribution to our stockholders. After the

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Certificate of Dissolution has been filed, revocation of the Dissolution would require stockholder approval under Delaware law.

Our stockholders may be liable to our creditors for part or all of the amount received from us in our liquidating distributions if reserves are inadequate.

If the Dissolution becomes effective, we may establish a contingency reserve designed to satisfy any additional claims and obligations that may arise. Any contingency reserve may not be adequate to cover all of our claims and obligations. Under the DGCL, if we fail to create an adequate contingency reserve for payment of our expenses, claims and obligations, each stockholder could be held liable for payment to our creditors for claims brought during the three-year period after we file the Certificate of Dissolution with the Secretary of State (or, if we choose the Alternative Procedures (as defined below under "— Proposal 2 — Approval of the Liquidation and Dissolution Pursuant to the Plan of Dissolution — Delaware Law Applicable to Our Dissolution — Payments and Distributions"), for claims brought before or after such three-year period), up to the lesser of (i) such stockholder's pro rata share of amounts owed to creditors in excess of the contingency reserve and (ii) the amounts previously received by such stockholder in dissolution from us and from any liquidating trust or trusts. Accordingly, in such event, a stockholder could be required to return part or all of the distributions previously made to such stockholder, and a stockholder could receive nothing from us under the Plan of Dissolution. Moreover, if a stockholder has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in a situation in which a stockholder may incur a net tax cost if the repayment of the amount previously distributed does not cause a commensurate reduction in taxes payable in an amount equal to the amount of the taxes paid on amounts previously distributed.

Our stockholders will not be able to buy or sell shares of our common stock after we close our stock transfer books on the Final Record Date.

If the Board determines to proceed with the Dissolution, we intend to close our stock transfer books and discontinue recording transfers of our common stock at the effective time of the Dissolution as set forth in the Certificate of Dissolution. After we close our stock transfer books, we will not record any further transfers of our common stock on our books except by will, intestate succession or operation of law. Therefore, shares of our common stock will not be freely transferable after the Final Record Date. As a result of the closing of the stock transfer books, all liquidating distributions from a liquidating trust, if any, or from us after the Final Record Date will be made pro rata to the same stockholders of record as the stockholders of record as of the Final Record Date.

Stockholders may not be able to recognize a loss for U.S. federal income tax purposes until they receive a final distribution from us.

As a result of the Dissolution, for U.S. federal income tax purposes, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to the difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder's adjusted tax basis in each share of our common stock. A liquidating distribution pursuant to the Plan of Dissolution may occur at various times and in more than one tax year. Any loss generally will be recognized by a stockholder only in the tax year in which the stockholder receives our final liquidating distribution, and then only if the aggregate value of all liquidating distributions with respect to a share of our common stock is less than the stockholder's tax basis for that share. Stockholders are urged to consult with their own tax advisors as to the specific tax consequences to them of the Dissolution pursuant to the Plan of Dissolution. See "Certain U.S. Federal Income Tax Consequences of the Proposed Liquidation and Dissolution" beginning on page 75 of this proxy statement.

The tax treatment of any liquidating distribution may vary from stockholder to stockholder, and the discussions in this proxy statement regarding tax consequences are general in nature.

We have not requested a ruling from the IRS with respect to the anticipated tax consequences of the Dissolution, and we will not seek an opinion of counsel with respect to the anticipated tax consequences of any liquidating distributions. If any of the anticipated tax consequences described in this proxy statement prove to be incorrect, the result could be increased taxation at the corporate or stockholder level, thus reducing the benefit to our stockholders and us from the Dissolution. Tax considerations applicable to particular stockholders may vary with and be contingent on the stockholder's individual circumstances. You should consult your own tax advisor for tax advice instead of relying on the discussions of tax consequences in this proxy statement.

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​	​	​	​	​
Time and Place of the Special Meeting	​	The Special Meeting will be held on [·], 2019, at 10:00 a.m. Eastern Time, at the Hyatt Regency Reston located at 1800 Presidents Street, Reston, Virginia, 20190 (703-709-1234).
​	​	​	​	​
Enclosed Materials	​	Enclosed are the following materials: • the proxy statement for the Special Meeting; and • the proxy card or vote instruction form for the Special Meeting.
	​	We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at the Special Meeting. We commenced mailing this proxy statement and the enclosed form of proxy to our stockholders entitled to vote at the meeting on or about [·], 2019.
​	​	​	​	​
Management Proposals	​	At the Special Meeting, our stockholders will be asked to: • consider and cast a vote on the Sale Proposal; • consider and cast a vote on the Dissolution Proposal; • provide an advisory vote on the Compensation Proposal; and • cast a vote on the Adjournment Proposal, if necessary.
​	​	​	​	​
Stockholders Entitled to Vote	​	The holders of common stock at the close of business on the Record Date are entitled to receive notice of, to attend and to vote one vote per share on each matter at the Special Meeting or any adjournment or postponement of the Special Meeting.
	​	As of the Record Date, there were [·] shares of our common stock issued and outstanding and entitled to notice of and to vote at the Special Meeting. Each share of our common stock entitles its holder to one vote on all matters properly coming before the Special Meeting.
​	​	​	​	​
How to Vote	​	Stockholder of Record. If you are a stockholder of record (that is, stockholders who hold their shares in their own name), there are four ways to vote:
	​			In person. You may vote in person at the Special Meeting. NII will give you a ballot when you arrive.
	​			Via the Internet. You may vote by proxy via the Internet by following the instructions provided on the proxy card.
	​			By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.
	​			By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
	​	If you are a stockholder of record and a current employee of NII, you will receive an e-mail containing instructions on how to access our proxy materials and how to vote your shares on the Internet.
	​	Beneficial Owner. If you are a beneficial owner of shares held in street name (that is, shares held in the name of a bank, broker or other holder of record), the materials were forwarded to you by the organization holding your account and there are up to four ways to vote:
	​			In person. If you wish to vote in person at the Special Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions to obtain a legal proxy.
	​			Via the Internet. You may be eligible to vote by proxy via the Internet by following the instructions on the vote instruction form.
	​			By Telephone. You may be eligible to vote by proxy via telephone by following the instructions on the vote instruction form.
	​			By Mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided.
​	​	​	​	​

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Every stockholder's vote is important. Accordingly, you should sign, date and return the enclosed proxy card, vote via the Internet or by telephone, or provide instructions to your broker or other nominee whether or not you plan to attend the Special Meeting in person.

Our Board unanimously recommends that you vote "FOR" the Sale Proposal, "FOR" the Dissolution Proposal, "FOR" the Compensation Proposal and, if necessary, "FOR" the Adjournment Proposal.

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We are asking you to approve a proposal to authorize the Sale, in the form of a sale of substantially all of the assets of NII, through a sale of NII Brazil to AMX, on the terms and conditions of the Purchase Agreement. At the closing of the Sale, NII Brazil will own 100% of the equity of Nextel Holdings, which is the entity that, indirectly through its wholly owned subsidiaries, owns all of the remaining operating assets of the Company. In connection with the Sale, NII and AI Brazil also entered into the Side Letter, which is summarized below under "Summary of Side Letter" beginning on page 62.

A copy of the Purchase Agreement is attached to this proxy statement as Annex A. A copy of the Side Letter is attached to this proxy statement as Annex C. You are urged to read the Purchase Agreement and the Side Letter carefully in their entirety.

We provide wireless communication services under the Nextel^TM brand in Brazil through our subsidiary Nextel Brazil. Nextel Brazil's principal operations are located in major urban and suburban centers with high population densities and related transportation corridors of that country where there is a concentration of Brazil's population and economic activity, including primarily Rio de Janeiro and São Paulo. Nextel Brazil operates a wideband code division multiple access, or WCDMA, network, which has been upgraded to offer long-term evolution, or LTE, services in certain areas. Nextel Brazil's network enables us to offer a wide range of products and services supported by that technology. We are also a party to a roaming agreement that allows us to offer our subscribers nationwide voice and data services outside of our network's footprint. Our target market is individual consumers who use our services to meet both professional and personal needs. Our target subscribers generally exhibit above average usage, revenue and loyalty characteristics. We believe our target market is attracted to the services and pricing plans we offer, as well as the quality of and data speeds provided by our network. NII's registered office is at 12110 Sunset Hills Road, Suite 600, Reston, VA 20190, and its telephone number is (703) 390-5100.

NIIH is a private limited liability company (société à responsabilité limitée) organized under the Laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of NII that owns all of the issued and outstanding shares of NII Brazil. NIIH's registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies Register under the number B 149229. NIIH's telephone number is (703) 390-5100.

NII Brazil is a private limited liability company (société à responsabilité limitée) organized under the Laws of the Grand Duchy of Luxembourg and an indirect wholly owned subsidiary of NII that holds approximately 70% of the equity interests of Nextel Holdings. NII Brazil's registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies' Register under the number B 230537. NII Brazil's telephone number is (703) 390-5100.

Nextel Holdings is a private limited liability company (société à responsabilité limitée) organized under the Laws of the Grand Duchy of Luxembourg and an indirect subsidiary of NII that indirectly through its wholly owned subsidiaries holds all of the

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issued and outstanding equity of Brazil Parent. Brazil Parent and McCaw International (Brazil), LLC, a limited liability company organized under the Laws of Virginia and a direct wholly owned subsidiary of Nextel Holdings, own all of the issued and outstanding equity of Nextel Brazil. Nextel Holdings' registered office is at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Trade and Companies Register under the number B 214361. Nextel Holdings' telephone number is (703) 390-5100.

AMX is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. AMX's principal executive offices are located at Lago Zurich 245, Plaza Carso / Edificio Telcel, Colonia Ampliación Granada, Delegación Miguel Hidalgo, 11529 Mexico City, Mexico. AMX's telephone number at this location is (5255) 2581-4449. AMX provides telecommunications services in 25 countries. AMX is a leading telecommunications services provider in Latin America, ranking first in wireless, fixed-line, broadband and Pay TV services based on the number of revenue generating units ("RGUs"). AMX's largest operations are in Mexico and Brazil, which together account for over half of AMX's total RGUs and where AMX has the largest market share based on RGUs. AMX also has operations in 16 other countries in the Americas and seven countries in Central and Eastern Europe.

AI Brazil is a corporation existing under the Laws of The Netherlands. AI Brazil's executive offices are located at [·] and its telephone number is [·]. AI Brazil currently owns approximately 30% of the outstanding equity interests of Nextel Holdings. Other than the holding of its ownership interest in Nextel Holdings and matters ancillary thereto, or in connection with the transactions contemplated by the Purchase Agreement, AI Brazil does not conduct any other business operations.

NII's senior management and Board, with the assistance of financial and legal advisors, regularly review and assess the Company's long-term strategy, financial performance, short- and long-term prospects, and the Company's business objectives in light of ongoing developments in the Brazilian economy and telecom industry, international capital market conditions, regulatory developments and the Company's liquidity needs. In connection with these reviews and assessments, NII's senior management and Board have periodically evaluated potential strategic alternatives relating to NII and its business, including possible acquisitions, divestitures and business combination transactions. In that regard, during the fall of 2015, NII's Board determined to explore the range and feasibility of strategic alternatives regarding the Company and its telecommunications business in Brazil conducted through Nextel Brazil. As detailed below, over the past three and a half years, the Company through its advisors conducted a comprehensive auction process pursuant to which a total of 38 potential bidders were contacted, which included for a number of these interested parties, management presentations and extensive due diligence reviews of the Nextel Brazil Business and the Company. As a result, we completed an investment transaction in 2017 and, in the process between 2018 and 2019, received two non-binding indications of interest, including the proposal from AMX that resulted in the current proposed Sale.

In October 2015, following a comprehensive strategic review by NII's Board, NII determined to explore a possible sale of an equity interest in or other strategic transaction involving Nextel Brazil. As part of this review, NII's Board determined to evaluate, in a structured manner, the level of interest in a potential strategic transaction or equity investment involving Nextel Brazil. In December 2015, NII entered into an engagement letter with Rothschild & Co to advise NII on a potential sale, merger or other business transaction involving NII or the Nextel Brazil Business.

Between November 2015 and January 2016, based on discussions among members of NII's Board, senior management and Rothschild & Co, NII's senior management and Rothschild & Co began contacting a number of telecom operators and private equity firms, in order to determine whether any of those entities would be interested in acquiring NII or the Nextel Brazil Business.

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Following a comprehensive process conducted between November 2015 and April 2017, which included outreach to 26 potential strategic and financial bidders, including a subsidiary of AMX and an affiliate of AI Brazil, AINMT Holdings AB ("ice group"), most potential bidders determined not to pursue a transaction primarily due to the existing Brazilian regulatory framework and other issues, including the existing economic challenges in Brazil, and the only remaining proposal was an investment transaction proposed by ice group. NII's Board was regularly updated on progress and status of the process, including at several meetings with NII's senior management and legal and financial advisors where they reviewed, among other things, the business and liquidity outlook for Nextel Brazil, updates regarding the availability of funds from the Mexico Escrow and updates regarding discussions and next steps with Nextel Brazil's lenders and updates regarding the lack of interest among the parties contacted during the process, other than ice group, which had submitted a non-binding offer to invest $50 million for 30% of Nextel Holdings, the indirect owner of Nextel Brazil, with an option to acquire additional equity.

Between April 2017 and June 4, 2017, NII's senior management, representatives of ice group, and their respective financial and legal advisors continued to negotiate terms for the investment transaction and worked to finalize the revised transaction agreements, including an Investment Agreement and a Shareholders Agreement.

On June 5, 2017, ice group's Board of Directors approved the transaction with NII. On the same day, NII's Board convened a meeting to discuss the proposed terms of the transaction and the proposed Investment Agreement and Shareholders Agreement and related documents. Following a detailed discussion with NII's senior management and legal and financial advisors, who were also present at this meeting, regarding the risks and advantages of the transaction and lack of viable alternatives, NII's Board unanimously approved the Investment Agreement and Shareholders Agreement, and on June 5, 2017, NII entered into the Investment Agreement with ice group, which provided for NII and ice group to partner in the ownership of Nextel Brazil through an initial investment by ice group of $50 million for 30% ownership of Nextel Holdings, which indirectly owns Nextel Brazil. This initial investment was completed on July 20, 2017. The Investment Agreement also granted ice group an option, exercisable on or before November 15, 2017, to invest an additional $150 million in Nextel Holdings for a combined 60% controlling stake in Nextel Holdings. Concurrently with the execution of the Investment Agreement, we also entered into a Shareholders Agreement with ice group, which provided for certain transfer restrictions of the equity interests in Nextel Holdings and drag along and tag along rights in the event of a direct or indirect sale of NII's equity interests in Nextel Brazil. (A summary of the Investment Agreement and Shareholders Agreement can be found in NII's Current Report on Form 8-K filed with the SEC on June 6, 2017).

On November 15, 2017, ice group's option to acquire additional equity in Nextel Holdings pursuant to the Investment Agreement expired. That same day, NII's Board met with NII's senior management team to discuss the impact of ice group's failure to exercise the option to acquire additional equity in Nextel Holdings. In addition to discussing NII's right to terminate the Investment Agreement with ice group and ice group's rights under the Shareholders Agreement, NII's senior management also updated the Board on recent communications with ice group regarding a potential 60-day extension of ice group's option, including the likelihood that ice group would be able to secure funding to exercise any extended option, the benefits and drawbacks of terminating the Investment Agreement, and the impact to Nextel Brazil's budget and business plan of ice group not exercising its option and making the $150 million investment. Following these discussions, the Board directed management to continue discussions with ice group on a possible extension of the option, and directed management to prepare an alternative budget for 2018 that assumed ice group would not exercise the option and invest an additional $150 million.

Between November 15, 2017 and February 2018, members of NII's senior management team continued discussions with representatives of ice group regarding a potential extension of ice group's option, issues relating to ice group's ability to fund the option and a path forward to completing the transaction with ice group, as well as certain matters relating to the Investment Agreement. Management regularly updated the Board regarding these discussions throughout the period, and the Board regularly discussed with management the benefits and drawbacks of the Company exercising its right to terminate the Investment Agreement given the anticipated funding needs of Nextel Brazil and ice group's failure to exercise the option.

At a meeting of the Board on February 13, 2018, NII's Board and senior management discussed the status of the ice group transaction — including that little progress had been made with ice group regarding negotiation of suitable terms for extending the option — and the possibility that other strategic partnerships could materialize if there were a change in Brazil's regulatory framework with respect to spectrum caps and the use of spectrum. Following a discussion with senior management, the Board authorized management to terminate the Investment Agreement if ice group did not provide a reasonable proposal for completing the additional investment in Nextel Holdings within a reasonable time period.

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On February 23, 2018, ice group delivered to Mr. Shindler, a member of NII's Board, a written proposal to acquire all of NII's remaining equity interests in the Nextel Brazil Business for $1, plus the assumption of certain liabilities, a potential earn-out for a change in control that exceeded a certain threshold value for ice group and ice group's agreement that NII would be entitled to retain any funds released from the Mexico Escrow, for an aggregate purported purchase price of approximately $325 million.

On February 27, 2018, after reviewing the proposal with NII's senior management, Mr. Shindler notified ice group, in writing, that the transaction proposal from ice group was insufficient and, as previously disclosed in the Current Report on Form 8-K filed with the SEC on February 27, 2018, because ice group had failed to exercise its option and make the additional investment pursuant to the terms of the Investment Agreement, NII terminated the Investment Agreement.

Since the termination of the Investment Agreement by the Company, the Board and senior management have regularly evaluated the Company's business and operations, the Company's long-term strategic goals and alternatives and risks to our continuing operations with a goal of maximizing stockholder value. NII has regularly assessed trends and conditions impacting the Company, its operations and its industry, changes in the marketplace, other applicable laws, the competitive environment, regulatory environment in Brazil and the risks to the Company's continuing operations in Brazil. As part of these ongoing reviews, the Board regularly considered the strategic alternatives available to the Company. In connection with these reviews, the Board has assessed the Company's liquidity needs and uncertainty regarding our future revenue and operating profitability and the Company's ability to obtain additional capital to execute the Company's business strategy.

Between March 2018 and July 2018, based on discussions among members of the Board, NII's senior management and representatives of Rothschild & Co, NII's senior management and representatives of Rothschild & Co contacted 26 potential bidders (including several potential bidders that had been contacted and expressed some interest during the process in late 2015 through early 2017) in order to determine whether any of those entities would be interested in acquiring NII or the Nextel Brazil Business. Five potential strategic bidders (Party A, Party B, Party C, Party D and AMX) and two financial bidders (Party E and Party F) expressed interest, signed NDAs (or already had NDAs in place from the prior process) and were granted access to due diligence materials and began engaging in a due diligence review of the Company and its operations. During this time period, Party D withdrew from the process, and Party C and Party F engaged in very limited due diligence and, other than a few informal conversations with NII's senior management early in the process, did not actively engage in the formal process. The other potential bidders either did not respond to preliminary outreach materials or indicated that they were not interested in a transaction at this time.

On April 25, 2018, representatives from Rothschild & Co and Mr. Freiman, NII's Vice President, Chief Financial Officer, met with management from Party A regarding a potential business combination, a mobile virtual network operator ("MVNO") agreement or other strategic transactions. That same day representatives from Rothschild & Co met with management of Party E to discuss Party E's interest in a potential transaction and Nextel Brazil's business plan. Party E indicated that they would review the materials and respond to NII in a couple of weeks.

At a meeting of the Board on May 3, 2018, following a review of the Company's current financial position and operations and the outlook regarding Nextel Brazil's business and funding needs, management updated the Board on recent discussions with potential strategic and financial partners and discussed next steps to transition transaction discussions to a more formal process.

Between May 2018 and July 2018, representatives of NII held various telephonic and in person management meetings and due diligence meetings with each of the four confirmed interested parties — Party A, Party B, Party E and AMX. Each of the parties were actively engaged in a review of the virtual data room during this time period.

On or about June 26, 2018, ice group sold its 30% equity interest in Nextel Holdings to its affiliate, AI Brazil.

On July 6, 2018, AMX submitted a written proposal to representatives of NII, with terms reflecting an implied enterprise value of $800 million, on a debt-free and cash-free basis, and requested exclusivity. The written proposal did not include information regarding acquisition structure, contingencies or regulatory process.

Effective as of July 9, 2018, the Company engaged Greenhill as a second financial advisor to advise NII on a potential sale, merger or other business transaction involving NII or the Nextel Brazil Business.

At a meeting of the Board on July 20, 2018, management updated the Board on recent discussions with potential strategic and financial partners and the current status of due diligence and legal work for each potential partner. The Board agreed that management should continue to negotiate terms of the proposal received from AMX, but that exclusivity was not appropriate at this time on the basis of the non-binding proposal.

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On July 25, 2018, representatives of Party B communicated to representatives of the Company that Party B would be withdrawing from the process.

On July 27, 2018, representatives of Party A had a conference call with Mr. Shindler to propose a two-part transaction (involving an initial investment for an agreed equity percentage, to be followed by an acquisition of the remaining equity), with a proposed implied enterprise value in the range of BRL3.0 billion to BRL3.5 billion (or approximately $800 million to $925 million, determined using a Brazilian real to U.S. dollar exchange rate of 3.82 Brazilian reais to 1.00 U.S. dollar, the average exchange rate over the 30-day period ending July 27, 2018). Mr. Shindler requested that Party A submit a written proposal outlining the terms of the proposal.

On August 2, 2018, NII's Board held a meeting to review the financial and operational results of the Company. At that meeting, Mr. Freiman also presented an update on the strategic review process, including a review of discussions with the potential bidders, the recent due diligence activity and next steps and potential timelines. Senior management also presented information comparing the written and oral proposals from the remaining two potential bidders, AMX and Party A. No proposal had been submitted by Party E as of this date and through the course of July and August 2018, Party E reduced its engagement in the process.

During August and September 2018, AMX and Party A each continued to engage in due diligence review. During this period, Party A communicated with representatives of NII that it was awaiting approval from its parent company to move forward with the transaction before it could submit a written proposal.

On September 24, 2018, after hearing rumors in the market regarding the sale process, a member of Party B's executive management team contacted representatives of NII to discuss the current status of the sale process. Party B's executive management team did not provide further information or indicate renewed interest in a transaction.

On September 26, 2018, representatives of Company A proposed a revised transaction, which included a one-step transaction structure and the same proposed implied enterprise value in the range of BRL3.0 billion to BRL3.5 billion (or approximately $730 million to $850 million, determined using a Brazilian real to U.S. dollar exchange rate of 4.10 Brazilian reais to 1.00 U.S. dollar, the average exchange rate over the 30-day period ending September 26, 2018).

At a meeting of NII's Board on September 28, 2018, senior management provided an update to the Board regarding recent discussions with potential strategic partners, next steps and potential timelines. Mr. Freiman confirmed that Party A had received approval to submit an updated written proposal. He then reviewed the potential terms and structure that had been discussed with Party A. Mr. Freiman also reviewed the status of discussions with Party B and AMX, noting that management believed that AMX was working on a formal proposal.

On October 12, 2018, AMX submitted a revised written proposal, which proposed an implied enterprise value of $805 million and requested exclusivity. During the next several days, NII and AMX exchanged letters regarding questions about the proposal, and on October 18, 2018, representatives of AMX and NII held a conference call to discuss AMX's October 12 proposal.

On October 25, 2018, NII sent a letter to AMX, in which NII expressed an interest in exploring all areas that could impact AMX's valuation of Nextel Brazil.

On November 4 and 5, 2018, the Board held a meeting to discuss, among other things, the financial and operating results of the Nextel Brazil Business and the Company's consolidated liquidity plan for the next four years, the potential cumulative cash funding shortfall that might occur in 2020 in the event that funds were not released from the Mexico Escrow in 2019, the longer term potential cumulative cash funding shortfall that might occur in mid-2021 and the potential incremental actions that could be taken. Senior management also reviewed with the Board potential tower sales, amendments to certain commercial agreements and the potential cost and timeline for a 5G spectrum auction. Senior management also provided an update regarding the strategic review process. As part of this discussion, senior management summarized AI Brazil's rights under the Shareholders Agreement and NII's right to drag-along AI Brazil in a sale transaction. Senior management and the Board also discussed potential synergies, costs and other factors that may impact purchase prices offered in a strategic transaction and other factors that the Board should consider. The Board and senior management also discussed the expected timeline of a transaction, the Company's four-year financial outlook and potential sources of funding for the Company, including capital contributions, refinancing of the current debt arrangements, additional financing options that might be available and potential tax credits in Brazil that could be used over time to fund the business, as well as the timeline and risks associated with those tax credits. Senior management then reviewed with the Board the current terms and potential value of the proposals from AMX and Party A. The Board also discussed the feedback from NII's financial and legal advisors, potential

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value available to the Company's stockholders under the initial proposals given tax and other closing costs, and benefits and drawbacks of different transaction structures. Following these discussions regarding the current terms and structure, and in light of the Company's consolidated four-year financial outlook and liquidity, the Board authorized management to continue negotiations with AMX and Party A with respect to their proposals.

On November 8, 2018, Mr. Freiman sent a letter to AMX, in which Mr. Freiman outlined NII's view of the economic terms outlined in AMX's prior proposal for the acquisition of the Nextel Brazil Business through the direct acquisition of Nextel Brazil. In the letter, Mr. Freiman communicated an alternative structure, pursuant to which AMX would acquire Nextel Brazil indirectly, through the acquisition of the direct parent entity of Nextel Holdings and the shares in Nextel Holdings held by AI Brazil. In addition, Mr. Freiman requested that AMX consider increasing the proposed enterprise value for the acquisition to $1.0 billion.

On November 12, 2018, members of NII's senior management met with representatives of Party A in New York, New York. At that meeting, representatives of Party A presented an unsigned written proposal, which reflected a one-step structure, but reduced the proposed implied enterprise value to BRL3.0 billion (or approximately $800 million, determined using a Brazilian real to U.S. dollar exchange rate of 3.75 Brazilian reais to 1.00 U.S. dollar, the average exchange rate over the 30-day period ending November 12, 2018). The proposal also added a closing condition that required NII to renegotiate the terms of Nextel Brazil's outstanding loans to decrease the cumulative outstanding balance through a partial loan forgiveness. On November 15, 2018, Mr. Freiman sent a letter to Party A's management team regarding Party A's proposal. In the letter, Mr. Freiman stated that NII was not in a position to accept the terms as proposed and suggested ways that Party A could make the proposal more attractive, including by increasing the proposed implied enterprise value to BRL4.0 billion. NII did not receive a response from Party A to this letter.

On November 23, 2018, AMX responded to NII's letter from November 8, agreeing to the proposed alternative structure for the acquisition (subject to NII undertaking certain restructuring of intercompany agreements and organizational structure of other NII subsidiaries) and agreeing to amend the proposal by increasing the implied enterprise value for the proposed transaction from $805 million to $905 million. AMX also specified that the definitive agreements in connection with the proposed transaction should include indemnification provisions related to tax liabilities or contingencies associated with the entities to be acquired. In the letter, AMX also requested an exclusivity agreement to facilitate negotiation of definitive agreements for the proposed transaction.

On November 25, 2018, the Board held a meeting with NII's senior management to receive a strategic transaction update. Representatives from Rothschild & Co, Greenhill and Jones Day also attended the meeting. Mr. Freiman updated the board on the revised transaction proposal received from AMX to acquire the Nextel Brazil Business, which reflected an increase in the implied enterprise value of $100 million. Mr. Freiman also indicated that the parties were continuing to discuss transaction structure and other factors. The Board also discussed the benefits and drawbacks of entering into a short-term exclusivity arrangement with AMX. Mr. Freiman then provided an update regarding the discussions with Party A and the unsigned written proposal that Party A had provided at the last in-person meeting. The Board further discussed the terms of the proposal from Party A and management's response. Representatives from Rothschild & Co indicated that, based on discussions with representatives of Party A, a change in management at Party A had adversely impacted Party A's participation in discussions regarding a potential transaction and it was unclear whether Party A would be able to proceed in any future discussions regarding a possible transaction. The Board next discussed AMX's proposed purchase price in the revised AMX proposal as compared to the then current trading price of NII common stock and discussed whether a transaction below trading value would be in the best interests of NII's stockholders, including taking into consideration the Company's recent operational results, business plan, stand-alone value and long-range forecast; the competitive wireless market in Brazil and future spectrum needs and move to 5G; cash utilization and funding needs; drivers of value of the Company's equity; and the Company's liquidity forecast. The Board compared the proposals from AMX and Party A and discussed the benefits and drawbacks of each, and also discussed the options available to the Company and the benefits and drawbacks of entering into a transaction at this time. The Board finally discussed the potential amount distributable to NII's stockholders and items that could impact this amount, as well as the public assessment of the business and market risk. Following these discussions, the Board authorized management to pursue a transaction with AMX if AMX was able to proceed with NII's proposed transaction structure and subject to the Board receiving opinions from NII's financial advisors as to the fairness, from a financial point of view, of the consideration payable in the transactions contemplated by the Purchase Agreement to NII, and the parties reaching agreement on definitive documentation for a transaction. The Board also authorized management to enter into a limited term exclusivity arrangement with AMX to facilitate further discussions with AMX.

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On November 29, 2018, members of NII's senior management team and NII's financial advisors and legal counsel held an organizational call with AMX and its legal counsel to discuss the process for formal negotiations of definitive agreements related to a potential transaction and proposed that as part of the transaction, AMX reimburse NII for cash investments made in the Nextel Brazil Business between signing and closing of the transaction.

On December 3, 2018, NII and AMX entered into a short-term exclusivity agreement, which provided for a term through December 31, 2018. The parties also entered into an updated confidentiality agreement that same day.

On December 4, 2018, NII's legal counsel delivered an initial draft of the Purchase Agreement to legal counsel to AMX, which contemplated the formation of NII Brazil as a wholly owned subsidiary of NIIH and an internal reorganization of NII to be completed before execution of the Purchase Agreement that would, among other things, result in NII Brazil directly holding NII's approximately 70% equity interest in Nextel Holdings.

On December 6 and December 7, 2018, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to discuss the draft Purchase Agreement and due diligence matters. The parties discussed issues relating to the transaction structure and AMX's proposals on indemnification, purchase price adjustment, tax matters and other matters.

On December 13, 2018, representatives from NII and its financial advisors and legal counsel held a telephonic meeting with representatives from AMX and its legal counsel to further negotiate terms in the Purchase Agreement.

On December 14, 2018, representatives of NII and AMX, together with their respective regulatory counsel, held a telephonic meeting to discuss regulatory process matters.

On December 15, 2018, AMX's legal counsel delivered a markup of the draft Purchase Agreement, which presented a number of deal value issues, including that NII provide indemnification for breach of non-fundamental representations and warranties of up to a cap of $175 million and uncapped indemnification for tax and certain other matters and that NII would be required to terminate certain intercompany obligations and bear all associated costs and risks related to such termination.

On December 18, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to continue negotiations of the purchase agreement and to discuss due diligence matters.

Following the outcome of these discussions between AMX and NII and the nature of the open issues in the Purchase Agreement, on December 21, 2018, NII and AMX amended the exclusivity agreement to provide for a term through January 31, 2019 to facilitate continued discussions between the parties.

Between December 20, 2018 and early January 2019, NII continued its discussions with AMX regarding due diligence and the terms of the purchase price adjustment.

On January 9 and January 10, 2019, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to continue negotiations of the Purchase Agreement, in particular relating to the scope of indemnification and the size of the indemnification cap, termination fees and certain purchase price adjustment matters.

On January 17, 2019, the Board held a meeting with NII's senior management to discuss updates regarding the Nextel Brazil Business and the Company's liquidity. Representatives from Rothschild & Co, Greenhill and Jones Day also attended the meeting. At the meeting, members of senior management also updated the Board on the recent meetings with AMX and the proposed transaction. Mr. Freiman reviewed with the Board the changes from AMX's prior proposal to the current proposed terms, including proposed indemnification requirements, key termination rights, termination payments, the ability to use certain tax credits, purchase price adjustment mechanism and other key terms, and the impact of changes from AMX's original proposal on the estimated distributable proceeds to the Company's stockholders. The Board then discussed the Company's current trading price, information available in the market regarding the Company's strategic process, the transaction value and potential range of distributable value available to the Company's stockholders after closing costs and other leakage. The Board also discussed the benefits and drawbacks of the proposed transaction. The Board then discussed potential options to improve the distributable value per share, focusing on the purchase price, factors in the purchase price adjustment and indemnification. The Board also discussed AI Brazil's rights under the Shareholders Agreement, and the possibility of negotiating an agreed-upon transaction instead of using the drag-along mechanism under the Shareholders Agreement. Finally, the Board discussed the Company's stand-alone business plan and access to cash. Following these

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discussions, the Board directed management to negotiate an improvement on the distributable value available to the Company's stockholders in connection with the proposed transaction by increasing the purchase price and minimizing leakage.

Through the remainder of January 2019 and beginning of February 2019, representatives of NII and its legal and financial advisors and representatives of AMX and its legal advisor continued discussions regarding the purchase price adjustment provisions, indemnification and other open issues in the draft Purchase Agreement. Discussions also continued with respect to due diligence.

While representatives of NII had informed and provided updates to representatives of AI Brazil in the preceding months of a potential transaction involving Nextel Brazil, on February 6, 2019, representatives of NII met formally with representatives of AI Brazil to discuss the proposed transaction with AMX, including the current draft of the Purchase Agreement, and to discuss the possibility of an agreement for AI Brazil to sell its interest in the Nextel Brazil Business as part of the proposed transaction with AMX in lieu of NII exercising its drag-along rights under the Shareholders Agreement. Representatives of NII and AI Brazil also discussed the obligations of AI Brazil under the terms of the draft Purchase Agreement.

On February 7, 2019, the Board held a meeting with NII's senior management, with NII's financial advisors and legal counsel also in attendance. Mr. Freiman reviewed the status of negotiations with AMX regarding the proposed transaction. Mr. Freiman also reviewed with the Board the status of discussions with AI Brazil regarding an alternative to the drag-along mechanism under the Shareholders Agreement and key issues raised in those discussions, including the need to resolve a disagreement relating to the treatment of funds to be released from the Mexico Escrow. The Board then discussed AI Brazil's ability and any interest in funding Nextel Brazil on an ongoing basis and that no commitment for long-term funding had been made. The Board also discussed the benefits and drawbacks of various proposals for AI Brazil's sale of its equity in Nextel Brazil and the expected impact of these proposals on distributable value to the Company's stockholders. The Board then discussed options for Nextel Brazil to continue as a stand-alone business and potential commercial agreements with certain telecom providers. In light of the discussions, the Board confirmed that management should continue to engage with AI Brazil on the alternative arrangement for the sale of AI Brazil's equity in Nextel Holdings in lieu of NII exercising the drag-along rights under the Shareholders Agreement.

On February 8, 2019, as directed by the Board, members of NII's senior management team continued to negotiate terms of an alternative arrangement with AI Brazil for the sale of AI Brazil's equity in Nextel Holdings in connection with the proposed transaction with AMX in lieu of NII exercising drag-along rights under the Shareholders Agreement. Also on February 8, 2019, NII submitted an updated proposal in writing to AI Brazil to outline terms regarding AI Brazil's participation in the Sale and matters relating to the treatment of any funds released from the Mexico Escrow.

Also on February 8, 2019, at the direction of the senior management of the Company, legal counsel to NII had a conference call with legal counsel to AMX to discuss open issues in the draft Purchase Agreement.

On February 13, 2019, representatives of NII and representatives of AMX held a conference call to continue negotiations on the terms of the purchase price adjustment in the Purchase Agreement.

On February 14, 2019, a representative of Party A called Mr. Rittes, Nextel Brazil's chief executive officer, to explain events that resulted in Party A disengaging from the process in recent months. The parties also discussed whether there was interest in revisiting a potential MVNO transaction with Nextel Brazil and potential resolution of the key issues raised in the prior discussions regarding an MVNO transaction. Party A did not engage in further discussions with NII following this discussion with Mr. Rittes.

On February 14 and February 15, 2019, members of NII's senior management team, together with NII's financial advisors and legal counsel, held in person meetings in New York, New York with members of management from AMX and its legal representatives to continue negotiations of the purchase agreement, including issues relating to indemnification matters, purchase price adjustment, tax matters and treatment of AI Brazil under the Purchase Agreement.

On February 17, 2019, members of NII's senior management held a conference call with representatives from AI Brazil to discuss AI Brazil's concerns with respect to the purchase price adjustment, its participation in the regulatory process and termination right under the draft Purchase Agreement and certain issues presented in the draft Side Letter.

On February 17, 2019, Mr. Rittes was contacted by representatives from a strategic bidder, Party G, who had been among the potential bidders contacted earlier in the process but that had previously failed to pursue a bid. The representatives

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expressed an interest in talking to Nextel Brazil about a strategic transaction. Party G did not engage in further discussions with NII following this discussion with Mr. Rittes.

On February 18, 2019, AI Brazil contacted NII's senior management to express disagreement with certain terms reflected in the most recent draft of the Purchase Agreement, in particular relating to the purchase price adjustment, tax matters and the scope of obligations applicable to AI Brazil. Over the course of the next several days, representatives of NII and AI Brazil continued to discuss, by email correspondence and telephone calls, the terms of the Side Letter and the Purchase Agreement.

Also on February 18, 2019, the Board held a meeting to receive an update from NII's senior management team regarding the proposed transaction with AMX. Mr. Freiman provided an update on the current terms presented in the draft Purchase Agreement from AMX, including that the current terms required the Company to indemnify AMX after closing for non-fundamental representations and warranties and disclosed tax matters up to a cap of $30 million and for undisclosed tax matters up to an additional cap of $50 million, which represented a total indemnification obligation of $80 million. Mr. Freiman also updated the Board regarding discussions with AI Brazil, noting that AI Brazil raised a number of issues with respect to the draft Purchase Agreement and certain terms under the Side Letter, including retaining a right of first refusal in the event a Superior Proposal is presented to NII and the waiver of NII's drag-along rights in the context of a Superior Proposal. Mr. Freiman also discussed the Company's offer with respect to resolving the disagreement between AI Brazil and NII with respect to the treatment of any funds released from the Mexico Escrow. Mr. Rittes then updated the Board on his recent discussions with representatives of Party A, and the Board discussed the low likelihood of this party being able to proceed with and close a strategic transaction on a timely basis and the benefits and drawbacks of a potential MVNO agreement with this party, including the feasibility of closing such a transaction. Mr. Rittes also updated the Board on his discussions with representatives of Party G, and the Board discussed the benefits and drawbacks of exploring a strategic transaction with Party G and the feasibility of Party G being able to close a transaction on a timely basis. The Board then also reviewed other opportunities to improve Nextel Brazil's business as a stand-alone business, including potential commercial opportunities and a potential capital markets transaction by the Company in 2019. The Board and management discussed the Company's liquidity, viability of the stand-alone alternative versus undertaking a strategic transaction, risks relating to the potential that funds held in the Mexico Escrow might not be recovered in 2019 and the benefits and drawbacks of pursuing an alternative transaction to what has been presented by AMX. Following a discussion of the benefits and drawbacks of the various alternatives, the Board indicated that it was willing to proceed with a transaction with AMX if the transaction value could be improved and downside risks reduced, and the Board directed management to seek improved transaction value from AMX.

On February 19, 2019, at the direction of the Board, Mr. Shindler contacted Daniel Hajj, the Chief Executive Officer of AMX, to propose a purchase price increase of $75 million. During the discussion, Mr. Hajj indicated that he would consider the proposal. Mr. Hajj asked Mr. Shindler to consider if there were other alternatives that would improve the overall value of the transaction to the Company. Later that same day, Mr. Hajj called Mr. Shindler and indicated that AMX was unwilling to increase the purchase price, and suggested instead that NII consider whether the transaction value could be increased through a revision to the indemnification provisions or through changes in the treatment and use of tax credits. Mr. Hajj suggested that if NII could agree to some alternative to increase the transaction value to the Company, he would present that revised proposal to members of the AMX Board of Directors. Later that same day, members of AMX's management team contacted Mr. Freiman to communicate a similar message and that AMX would provide a proposal on February 21, 2019.

On February 21, 2019, NII's Board held a meeting to receive an update on the status of the discussions regarding the potential transaction. NII's senior management and representatives from Rothschild & Co and Greenhill also attended the meeting. Mr. Freiman updated the Board regarding recent discussions with AMX regarding NII's request that AMX increase the purchase price for the transaction. He noted that while AMX had indicated a willingness to discuss improvements to the value of the transaction they were not willing to change the purchase price. He then confirmed that management expected to receive the details of AMX's proposed changes later in the day. Mr. Shindler confirmed that he had received a consistent message from AMX's Chief Executive Officer. Mr. Freiman and Ms. Smith then updated the Board on discussions with AI Brazil regarding the draft Side Letter. The Board discussed the open issues regarding the Side Letter and the potential timeline for resolving these matters. The Board then discussed what would constitute adequate incremental compensation in connection with the transaction and what changes to the terms in the transaction with AMX would achieve this adequate incremental compensation.

On the evening of February 21, 2019, representatives of AMX delivered an updated written proposal in response to NII's request to increase the value of the transaction. As part of the proposal, AMX confirmed that it would not increase the

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purchase price, but proposed to eliminate the requirement that a portion of the purchase price be placed in an escrow to cover indemnification claims related to breach of non-fundamental representations and warranties and disclosed tax matters, though the indemnification cap for such claims would remain the same. AMX also proposed to reduce the special indemnification cap for undisclosed tax matters by $25 million and to reduce the survival period for such indemnification.

On February 22, 2019, members of NII's senior management held a call with management from AMX to discuss the terms of the updated proposal from AMX. NII communicated that they did not view the modifications to the escrow requirement and the $25 million reduction for indemnification for the undisclosed taxes to be a sufficient increase in value. Management from AMX reiterated that AMX was not willing to increase the purchase price, directly or indirectly, but suggested that AMX might consider other changes to the indemnification package and the treatment of the intercompany notes. Following the discussion, NII's senior management provided an update to the Board regarding this discussion and suggested a meeting on February 25, 2019 to review the current terms as proposed by AMX and management's recommendation regarding a counterproposal.

On February 25, 2019, NII's Board held a meeting to receive an update from senior management regarding the February 21 proposal from AMX. Representatives from Rothschild & Co, Greenhill and Jones Day were also in attendance. Mr. Freiman reviewed with the Board the discussions with AMX with respect to AMX's proposal. Mr. Freiman also explained the impact of AMX's proposal on the implied distributable value to NII's stockholders. The Board discussed the updated proposal from AMX and the potential timing of distributions to NII's stockholders. Representatives from Rothschild & Co and Greenhill reviewed with the Board their preliminary financial analysis based on the revised proposal from AMX. The Board then discussed the Company's near-term ability to raise cash and the benefits and drawbacks of potential methods of obtaining capital previously discussed with the Board. The Board also discussed the expected timeline for the release of funds from the Mexico Escrow. The Board then discussed the recent discussions with AI Brazil regarding the transaction and their proposed terms and the impact of those terms on the distributable value available to NII's stockholders. The Board then discussed whether the offer from AMX in the context of all these factors was appropriate consideration for Nextel Brazil and whether the Board was willing to proceed with the transaction as currently contemplated and potential additional requests to improve or protect the distributable value available to NII's stockholders. The representatives from Rothschild & Co and Greenhill then left the meeting. The members of the Board then discussed that the AMX revised offer did not provide the increase in value that the Board was trying to achieve and discussed the benefits and drawbacks of making additional requests to AMX to improve the value. The Board then discussed potential fundraising options and stand-alone options for Nextel Brazil, including an MVNO agreement and other commercial opportunities. After discussion, the Board determined that it was willing to move forward with the transaction and directed management to notify AMX and to suggest potential recommended changes to the proposed transaction to protect distributable value for the Company's stockholders.

Later in the day on February 25, 2019, representatives of NII submitted a revised markup of the Purchase Agreement to representatives of AMX reflecting an updated proposal from NII in response to the terms proposed by AMX, including a proposal to eliminate the special indemnity for undisclosed tax matters and cap indemnification for all tax matters (other than certain matters related to transfer taxes) and breach of non-fundamental representations and warranties to the $30 million escrow.

On February 28, 2019, Mr. Hajj of AMX contacted Mr. Shindler by email regarding the results of his consultation with members of the AMX Board of Directors. He indicated that AMX was willing to eliminate the special indemnification for undisclosed taxes and that all indemnification for breach of non-fundamental representations and warranties and pre-closing taxes would be subject to a $30 million cap, which would be placed in escrow. Later that same day, NII's senior management team updated the Board regarding the latest discussions with AMX, and explained that AMX's latest proposal represented an overall $50 million reduction in potential indemnification obligations of NII.

From March 1 through March 12, 2019, NII and its representatives conducted negotiations and exchanged drafts of the Purchase Agreement with representatives of AI Brazil and AMX. NII and AI Brazil continued to negotiate and exchange drafts of the Side Letter. During the course of negotiations, NII's Board was advised of the status of the negotiations and the proposed terms.

On March 12, 2019, the Board met to consider developments in the transaction process, including the current status of negotiations with AMX and AI Brazil with respect to the proposed Purchase Agreement and the Side Letter. Representatives of Jones Day, Rothschild & Co and Greenhill also attended the meeting. Management of the Company presented the current terms of the transaction and reviewed with the Board the current outstanding issues to be negotiated with AMX and AI Brazil, including with respect to the treatment of certain tax contingencies under the purchase price adjustment. The Board also

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discussed the increase in the purchase price from the original proposal, the reduction in the indemnification cap, and purchase price adjustment factors that have resulted in an improvement of the overall transaction value of approximately $250 million from AMX's original proposal in July 2018. The Board discussed these matters and authorized management to continue its discussions with AMX and AI Brazil.

Between March 13 and March 17, 2019, representatives of the Company, AI Brazil and AMX continued to negotiate and discuss final issues related to the proposed transaction, including resolution of outstanding issues relating to the treatment of tax contingencies included in the calculation of the working capital adjustment under the Purchase Agreement. They also discussed the timing of signing of the definitive agreements, and representatives of the Company urged AI Brazil and AMX to be ready to sign the definitive agreements as soon as possible.

On March 17, 2019, the Board met to consider the proposed Sale. Representatives of Rothschild & Co, Greenhill, Jones Day and Williams Mullen, securities counsel for NII, attended the meeting at the request of the Board. Representatives of Jones Day reviewed the status of the transaction, the resolution of outstanding issues and the fiduciary duties of the Board in connection with its evaluation of the proposed Sale. Representatives of Rothschild & Co and Greenhill then reviewed and discussed their financial analysis with respect to the proposed Transactions. Thereafter, Rothschild & Co and Greenhill each rendered to the Board their respective opinions to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Rothschild & Co's and Greenhill's respective written opinions, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII. For a detailed discussion of the respective opinions of Rothschild & Co and Greenhill, please see the section of this proxy statement captioned "Opinions of NII's Financial Advisors." The meeting concluded with the passing of resolutions by the Board approving the proposed Sale and adopting the definitive Purchase Agreement with AI Brazil and AMX, approving the Side Letter with AI Brazil and approving certain related matters.

At the March 17, 2019 meeting, the Board also considered next steps for NII in the event the Sale was approved and completed. Williams Mullen reviewed a plan of dissolution with the Board. Recognizing the Company would have no operating assets following the completion of the Sale, the Board determined it would be in the best interests of the Company and its stockholders to approve a plan of dissolution but provide the Board discretion following such approval to determine when and if to implement such a plan, and to provide further discretion to abandon or amend such a plan, if the Board determined it was in the best interests of the Company and its stockholders to do so.

Following the meeting, on March 18, 2019, the Company, NIIH, AI Brazil and AMX signed the definitive Purchase Agreement, and the Company, NII Brazil, NIIH and AI Brazil signed the Side Letter. Thereafter, the Company issued a press release announcing the execution of the definitive Purchase Agreement with AMX and AI Brazil and the definitive Side Letter with AI Brazil.

On April 24, 2019, the Company filed a preliminary proxy statement with the Securities and Exchange Commission with respect to the Sale and the Plan of Dissolution.

After careful consideration, NII's Board unanimously determined that the Purchase Agreement, the Sale and the other transactions contemplated by the Purchase Agreement were advisable and fair to, and in the best interests of, the Company and the Company's stockholders and unanimously approved the Purchase Agreement and the consummation of the transactions contemplated thereby and determined to recommend approval and authorization of the Purchase Agreement and the transactions contemplated thereby to NII's stockholders. In reaching its decision, NII's Board consulted with senior management, outside legal counsel and outside financial advisors. The Board also consulted with outside legal counsel regarding its fiduciary duties, legal due diligence matters, and the terms of the Purchase Agreement, the Side Letter and related agreements. The Board also considered a number of factors, including the following material factors (which are not necessarily presented in order of relative importance) which the Board viewed as supporting its decision to approve and declare advisable the Purchase Agreement and the consummation of the transactions contemplated thereby and to

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recommend approval and authorization of the Purchase Agreement and the Sale and the other pending transactions contemplated thereby to NII's stockholders:

•

Financial information concerning the Company's business and the business of Nextel Brazil (including the financial position of NII, its available cash and outstanding debt, and information relating to the financial condition and prospects of Nextel Brazil), the risk that NII might not recover funds from the Mexico Escrow on a timely basis, the risk that NII might not be able to raise sufficient capital to fund the business;

•

The current competitive, economic, regulatory, and international and local Brazilian market conditions relating to Nextel Brazil's business and the telecom industry in Brazil and the impact such market conditions could have on Nextel Brazil's business;

•

The fact that ice group did not exercise the option under the Investment Agreement to make the second investment to acquire additional equity in Nextel Holdings, which resulted in liquidity and funding challenges for the Nextel Brazil Business that required initiating a process to identify strategic alternatives;

•

That if NII does not undertake the Sale, we will be required to make additional investment in the Nextel Brazil Business to maintain our ability to fund our operations without any assurances that those investments will yield positive results and sufficient returns in the future;

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That significant financing would be required to pursue ongoing business development efforts and the upcoming Brazilian 5G spectrum auction;

•

The three-and-a-half-year strategic review process undertaken by NII, with the advice and assistance of recognized legal and financial advisors, which included a solicitation and Sale process and ultimately resulted in the agreement with AMX;

•

The alternatives available if we were not to undertake the Sale, including retaining NII's 70% ownership of Nextel Brazil and continuing to operate Nextel Brazil on a stand-alone basis, which involves meaningful risks and uncertainties and, in the view of NII's Board, is less favorable to NII and NII's stockholders than the Sale;

•

That the Purchase Agreement and related agreements were agreed to only after a comprehensive auction process pursuant to which a total of 38 potential strategic and financial buyers were contacted over the course of over three years, which included, for a number of these interested parties, management presentations and due diligence sessions;

•

The fact that we held discussions with several other potential strategic partners and that the sale process had been publicly disclosed, but no parties submitted written Acquisition Proposals that were as favorable to NII as AMX's proposal;

•

The opinion of each of Rothschild & Co and Greenhill rendered to the Board to the effect that, as of March 17, 2019, and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Rothschild & Co and Greenhill's respective written opinions, the Consideration payable in the Transactions pursuant to the Purchase Agreement was fair, from a financial point of view, to NII, as more fully described in the section of this proxy statement captioned "Opinions of NII's Financial Advisors";

•

The fact that AMX has agreed to reimburse the Company for certain cash expenditures between signing and closing as part of the purchase price adjustment and agreed to accept the costs of terminating certain intercompany loans;

•

The Board's belief that the terms of the Purchase Agreement were consistent with market practice and would not preclude or deter a willing and financially capable third party, were one to exist, from making a Superior Proposal following the announcement of the Purchase Agreement; and

•

The reasonable likelihood of the consummation of the Sale in light of the relatively limited conditions to AMX's obligations to consummate the Sale, including the fact that the consummation of the Sale is not contingent on AMX's ability to secure financing commitments and regulatory approvals are not expected to pose a significant hurdle to the consummation of the Sale.