NII Holdings begins tender for 13% notes

New York, Feb. 4 - NII Holdings Inc. said that its wholly owned NII Holdings (Cayman) Ltd. subsidiary has begun a cash tender offer for all of the unit's 13% senior secured discount notes due 2009.

The company also is soliciting consents to proposed indenture changes that would eliminate substantially all restrictive covenants and certain event of default provisions.

The deadline for holders to deliver their consents is 5 p.m. Feb. 18, and the deadline for noteholders to tender their notes is midnight ET March 3, with both deadlines subject to possible extension.

NII Holdings, a Reston, Va.-based telecommunications company that markets Nextel Communications Inc.'s wireless phone service in Latin America (the company was formerly known as Nextel International Inc. before reorganizing under Chapter 11 in 2002), is the unconditional guarantor for payment of principal and interest on the 13% notes.

NII said that NII Cayman will pay $1,165 per $1,000 principal amount at maturity of notes which are validly tendered by the consent deadline and for which consents have been validly delivered and are accepted for payment. Total consideration will include a $20 per $1,000 principal amount consent payment.

Holders tendering their notes after the consent deadline but before the offer expires will receive $1,145 per $1,000 principal amount but will receive no consent payment.

NII Holdings said that NII Cayman intends to finance the tender offer with intercompany loans from its parent and cash on hand. NII Holdings intends to use a portion of its proceeds from its recent issuance of $250 million of new 2 7/8% convertible notes due 2034 to fund its intercompany loans to NII Cayman.

Completion of the tender offer and NII Cayman's obligation to accept for purchase and to pay for validly tendered 13% notes is conditioned receiving the required consents and tenders.

Citigroup is the dealer manager (call the Liability Management Group at 212 723-6106 or 800 558-3745). Global Bondholder Services Corp. is the information agent and depositary for the tender offer (866 470-4100).

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