Updated on June 28, 2021

Why did NII file for dissolution in the State of Delaware?

In connection with the agreement to sell its operations in Brazil, NII’s sole remaining operating business, NII’s Board of Directors unanimously approved the dissolution of NII and submitted it to NII’s stockholders for approval. On June 27, 2019, NII’s stockholders authorized the dissolution to take place following such sale. On December 18, 2019, NII announced that it closed the sale of its operations in Brazil. Since NII no longer has any active operations, in accordance with the authorization by the Board of Directors and NII’s stockholders, on January 13, 2020 NII filed its certificate of dissolution.

What happens to my shares? Can I sell my shares? Will NII buy my shares?

Stockholders retain the right to receive distributions pursuant to and in accordance with NII’s Complete Liquidation and Dissolution Plan (the “Plan”) and the General Corporation Law of the State of Delaware (the “DGCL”). Stockholders cannot sell their shares of NII common stock (the “Common Stock”) and NII will not buy shares of the Common Stock from stockholders. On December 18, 2019, NII announced that it notified the Nasdaq Stock Market ("Nasdaq") of its intention to delist the Common Stock from the Nasdaq Global Select Market. On December 30, 2019, NII filed a Notice of Delisting with the Securities and Exchange Commission and Nasdaq, and the Common Stock was delisted from trading on the Nasdaq Global Select Market on January 9, 2020.

In addition, in connection with the filing of the Certificate of Dissolution, on January 13, 2020, NII closed its stock transfer books and discontinued recording transfers of its common stock. As a result, holders of the Common Stock are no longer able to transfer record or beneficial ownership of the Common Stock, other than transfers by will, intestate succession or operation of law.

NII intends to seek to distribute funds to its stockholders in one or more distributions, as permitted by the DGCL, and will take all reasonable actions to optimize the distributable value to its stockholders.

When will I receive distributions for the shares I own?

NII intends to follow the long-form dissolution process under Delaware law, which requires that NII carry out certain procedures before any distributions can be made to stockholders. Such procedures include, among other things, providing notice of the dissolution to potential claimants, accepting or rejecting claims (including contingent claims) that are made and court proceedings in Delaware to determine the appropriate reserve for certain categories of claimants. As a result, it is difficult to determine when any distributions can be made, but NII currently expects that an initial distribution will occur during the third quarter of 2021, with the potential for additional distributions in the future.

What is the current status of the dissolution process?

As noted above in Question #1, on January 13, 2020, NII filed a certificate of dissolution with the Secretary of State of the State of Delaware.  Further, on October 8, 2020, the Company filed a Verified Petition for Dissolution in the Court of Chancery of the State of Delaware (the “Delaware Court”).  In addition, on January 15, 2021, the Company filed a Motion for a Distribution to Stockholders and for Approval of Reserves (the “Motion”) requesting that the Delaware Court enter an order granting NII’s request to make an initial distribution of $161.0 million (approximately $1.54 per share) to the Company’s stockholders and to establish a reserve of $125.7 million for the Company’s remaining known claimants and potential future unknown claimants.

Also, as previously announced, on March 22, 2021, the Delaware Court entered an Order Approving Notice and Certain Reserve Amounts and Barring Certain Claims (the “Order”).  The Order approved the reserves set forth in the Motion, with the exception of the proposed $3 million reserve for potential unknown claims (the “Unknown Claims Reserve”).  On March 16, 2021, the Delaware Court entered a separate order appointing a guardian ad litem (the “Guardian”) to represent the interests of potential unknown future claimants.  The Guardian has been charged with investigating the nature and extent of possible unknown claims, evaluating the sufficiency of the Unknown Claims Reserve, and evaluating whether a period of time longer than five years after the date of dissolution should be used for evaluating potential unknown claims.  If the Guardian determines that the Unknown Claims Reserve is adequate, then the Guardian will submit a recommendation to the Delaware Court to that effect.  If the Guardian, determines that the Unknown Claims Reserve is inadequate, then the Guardian may negotiate with the Company regarding an adequate Unknown Claims Reserve.  If the Guardian and the Company cannot reach agreement, then the Guardian will litigate the question of an Unknown Claims Reserve on behalf of the potential unknown claimants.

Furthermore, the Delaware Court may require NII to withhold an aggregate amount of security in excess of the $3 million amount originally proposed by NII for the Unknown Claims Reserve.  In addition, NII cannot predict the impact, if any, of the Covid-19 pandemic on the timing of proceedings in the Delaware Court, and it is possible that delays could result.  There also can be no assurance as to the timing or amount of any additional distributions that NII may make as part of the dissolution process.

When will the Guardian finish their work?

The Board of Directors of NII is doing everything in its power to enable the Guardian to complete its work as expeditiously as possible, including ensuring the Guardian has all information it needs to complete its review and responding to any questions raised by the Guardian in a prompt manner.  While there can be no assurances with respect to the timing or outcome of the work conducted by the Guardian, all other reserves proposed in the Motion were approved by the Delaware Court in the Order, and therefore the Company expects to make an initial distribution once the Guardian’s work is concluded and approved by the Delaware Court.

What is the expected amount of the distributions?

Based on currently available information, NII currently estimates that the total amount of distributions will be from $2.41 to $2.60 per share. The low end of the range includes a reserve of $5 million for additional tax, accounting and legal costs, as well as potential personnel costs, that may need to be incurred in connection with the dissolution process and a reserve of $3 million for currently unknown claims that may arise during the dissolution process, which constitutes the Unknown Claims Reserve proposed by NII in the Motion, but remains subject to review by the Guardian and approval by the Delaware Court.  The ultimate amount distributable to stockholders will depend on factors outside of NII’s control, including, among other things, the amount of cash recovered from escrow related to the sale of NII’s operations in Mexico and the amount that the Delaware Court ultimately determines is reasonably likely to be sufficient for the Unknown Claims Reserve, and could vary from NII’s current estimates.

Do I need to do anything to receive the distributions?

No, you don’t need to take any actions to receive distributions. The shares of the Common Stock that you beneficially owned as of January 13, 2020 provide you the right to receive any distributions that may be made by NII in the future.

How will I be paid the distributions?

Distributions will be paid by NII to the record holders of the Common Stock, including Cede & Co. NII understands that the Depository Trust Corporation will then allocate and distribute the funds to the beneficial holders of the Common Stock.

Will NII provide any updates about the dissolution process, including information about distributions?

Yes, NII intends to update stockholders on material developments. Please continue to check NII’s website at www.nii.com for any updates. For further information regarding the dissolution process, please reference the Proxy Statement filed with the Securities and Exchange Commission on April 24, 2019.


Court Filings