Sec Form 13D Filing - Aurelius Capital Management LP filing for NII HOLDINGS INC (NIHD) - 2017-12-26

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 Amendment No. 4
NII Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
62913F508
(CUSIP Number)
Samuel Jed Rubin, Esq. c/o Aurelius Capital Management, LP 535 Madison Avenue, 22nd Floor New York, New York 10022 (646) 445-6590   with a copy to:   Eleazer Klein, Esq. Jason Kaplan, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 2017
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 9 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1	NAME OF REPORTING PERSONS Aurelius Capital Master, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON OO

 

 

1	NAME OF REPORTING PERSONS Aurelius Investment, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON OO

 

 

1	NAME OF REPORTING PERSONS Aurelius Capital Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON PN; IA

 

 

1	NAME OF REPORTING PERSONS Mark D. Brodsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON IN

This Amendment No. 4 amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2015 (the “Original Schedule 13D”, as amended, the “Schedule 13D”) with respect to the common stock, $0.001 par value (the “Common Stock”), of NII Holdings, Inc. a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13D. This Amendment No. 4 amends Item 5(a)-(c) and (e) as set forth below.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

Items 5(a)-(c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a),(b) As of the close of business on the date hereof, the Reporting Persons no longer may be deemed to beneficially own any shares of Common Stock.

(c) Information concerning transactions in the Common Stock by the Reporting Persons effected since the filing of Amendment No. 3 to the Schedule 13D is set forth in Annex I hereto and is incorporated herein by reference.

(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock as of December 21, 2017.

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 26, 2017

	AURELIUS CAPITAL MASTER, LTD.
	By: Aurelius Capital Management, LP, solely as investment manager and not in its individual capacity
	By:	/s/Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Person

 

	AURELIUS INVESTMENT, LLC
	By: Aurelius Capital Management, LP, solely as manager and not in its individual capacity
	By:	/s/Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Person

 

	AURELIUS CAPITAL MANAGEMENT, LP
	By:	/s/Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Person

 

	/s/Mark D. Brodsky
	MARK D. BRODSKY

  

Annex I

Transactions in the Shares Effected Since the Filing of Amendment No. 3

This Annex I sets forth transactions in the Common Stock by Aurelius Capital Master, Ltd. and Aurelius Investment, LLC since the filing of Amendment No. 3 to the Schedule 13D. Unless otherwise indicated, all trades were effected in the open market through brokers.

TRANSACTIONS IN THE COMMON STOCK BY AURELIUS CAPITAL MASTER, LTD.

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
12/21/2017	(2,737,520)	0.35

 

TRANSACTIONS IN THE COMMON STOCK BY Aurelius INVESTMENT, LLC

 

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
12/21/2017	(2,915,759)	0.35