NII Holdings Inc. completed the sale of its wireless operations in Brazil to América Móvil SAB de CV for an aggregate purchase price of $948.5 million after adjustments.
Upon completion of the deal, AI Brazil Holdings BV sold all of its interests in Nextel Holdings to NII Brazil Holdings, according to a Dec. 18 news release. NII International sold all of the issued and outstanding shares of NII Brazil Holdings to América Móvil, resulting in the latter acquiring direct ownership of NII Brazil Holdings and indirect ownership of all of the issued and outstanding shares of Nextel Brazil.
After deducting $491.6 million of net debt, the net purchase price at closing was $456.9 million. The purchase price is subject to review and adjustment by América Móvil within 45 days of closing of the transaction.
AI Brazil Holdings received a $2.5 million preferred return and its $125.2 million pro rata share of the net sale proceeds in consideration for the sale of its 27.55% ownership interest in Nextel Brazil. After deducting these amounts, NII's share of the net sale proceeds was $329.2 million.
Pursuant to the terms of the purchase agreement, $30.0 million of the net sale proceeds due to NII was placed into an 18-month escrow account to secure the company's indemnification obligations under the agreement, with América Móvil and Citibank NA as escrow agent.
In addition, $134.8 million of the net sale proceeds due to NII was placed into a separate escrow to satisfy NII's obligations under its convertible notes and related indenture. After taking into account these amounts, among other adjustments, the net proceeds to NII were $166.3 million.
NII also notified the Nasdaq Stock Market of its intent to delist its common stock from the Nasdaq Global Select Market. The company expects to file a Form 25 with the Securities and Exchange Commission and Nasdaq relating to the delisting of the common stock on or about Dec. 30, and to suspend trading of its common stock on the Nasdaq Global Select Market prior to the opening of trading Jan. 2, 2020. NII expects that the official delisting of its common stock will be effective Jan. 9, 2020.