UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2019
___________

NII HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
001-37488
(Commission File Number)
91-1671412  
(IRS Employer
Identification No.)
 
 
 
12110 Sunset Hills Road, Suite 600
Reston, Virginia
 (Address of principal executive offices)

20190
(Zip Code)

Registrant's telephone number, including area code: (703) 390-5100

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.     

On February 1, 2019, the Board of Directors of NII Holdings, Inc. (the “Company”) approved a Letter Agreement with Steven Shindler, Director, amending Mr. Shindler’s Amended and Restated Separation and Release Agreement to extend a provision scheduled to expire on January 31, 2019.

Mr. Shindler remains involved in the Company’s strategic projects, and the Letter Agreement provides for the extension of a payment of 200% of Mr. Shindler’s annual target bonus in effect on August 1, 2017 and 18 months of COBRA benefits should the Company enter into a transaction agreement that meets the definition of Change of Control as defined in the Company’s Change of Control Severance Plan on or before July 31, 2019, payable within twenty business days of the closing date of such transaction. These benefits align with the additional benefits Mr. Shindler would have been eligible for under the Company’s Change of Control Severance Plan.

The description of Mr. Shindler’s Letter Agreement contained in this Form 8-K is qualified in its entirety by reference to the complete text of the Letter Agreement filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.     
    
 (d) Exhibits.
Exhibit No.
 
Description
 
 
 
10.1
 
 







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                    
    
 
 
NII HOLDINGS, INC.
 
 
(Registrant)
 
 
 
 
 
 
Dated: February 1, 2019
 
By: /s/ SHANA C. SMITH                             
 
 
Shana C. Smith
 
 
General Counsel and Secretary







NIILOGOA04A01A01A01A01A19.JPG
 
 


Exhibit 10.1


February 1, 2019


Re: Amended and Restated Separation and Release Agreement


Dear Steve:

Pursuant to the Amended and Restated Separation and Release Agreement between you and NII Holdings, Inc. (“NII”), dated July 25, 2017 and amended on July 30, 2018 (the “Separation and Release Agreement”), NII agreed to provide certain benefits following your transition from Chief Executive Officer and Director to Director.

In light of your current involvement with NII’s strategic projects, we hereby memorialize that the Board of Directors of NII has amended Section 1(A)(4) of the Separation and Release Agreement to provide that in the event that on or before July 31, 2019 a transaction agreement is entered into that meets the definition of Change of Control, as defined in NII’s Change of Control Severance Plan, as amended and restated effective November 2, 2015, NII shall provide you with a payment equal to 200% of your target annual bonus in effect on August 1, 2017 and 18 months of COBRA benefits in one lump sum, payable within twenty (20) business days of the closing date of such transaction.

Please let me know if you have any questions or would like to discuss this matter in more detail.

Sincerely,                             
                    

/s/ SHANA C. SMITH                                              
Shana C. Smith
General Counsel