3 1/2% Convertible Notes Due 2033
NII HOLDINGS, INC.
Prospectus Supplement No. 3 dated March 31, 2004
This prospectus supplement relates to an aggregate principal amount of $180.0 million of 3 1/2% convertible notes due 2033 and the 6,750,000 shares of our common stock (as adjusted for a three-for-one stock dividend, as discussed below) issuable upon conversion of the notes. This prospectus supplement should be read in conjunction with and may not be delivered or utilized without our prospectus dated March 11, 2004, including any amendments or supplements thereto. The terms of the notes are set forth in the prospectus. The notes are not listed on any securities exchange. The notes are designated for trading in the PORTAL market. Our common stock is listed on the Nasdaq National Market under the symbol NIHD.
Our Board of Directors approved a three-for-one stock split of our common stock to be effected in the form of a stock dividend. The stock dividend was paid on March 22, 2004 to stockholders of record as of March 12, 2004.
See Risk Factors beginning on page 4 of the prospectus for a discussion of certain risks that you should consider in connection with an investment in the notes.
We will not receive any of proceeds from the sale of notes or common stock by the selling security holders. The selling security holders may sell the notes or common stock either directly or through underwriters, broker-dealers or agents and in one or more transactions at market prices prevailing at the time of sale or at negotiated prices.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.
The table below sets forth additional information concerning beneficial ownership of the notes and the shares of common stock issuable upon conversion of the notes, and supplements and amends the table appearing under Selling Security Holders beginning on page 42 of the prospectus. To the extent that a selling security holder is listed both in the table below and in the table appearing in the prospectus, the information set forth below regarding the selling security holder updates and amends the information in the prospectus.
Principal | Common Stock Owned | |||||||||||||||||||||||
Amount of | Shares of | Conversion | Upon Completion | |||||||||||||||||||||
Notes | Common Stock | shares of | of the Offering | |||||||||||||||||||||
Beneficially | Percentage | Beneficially | Common | |||||||||||||||||||||
Owned and | of Notes | Owned Prior to | Stock | Number | ||||||||||||||||||||
Name of Beneficial Owner | Offered | Outstanding | the Offering(1) | Offered(2) | of Shares | Percentage(3) | ||||||||||||||||||
Barclays Global Investors Limited
|
$ | 1,000,000 | * | | 37,500 | | | |||||||||||||||||
St. Albans Partners LTD.
|
10,350,000 | 5.75% | | 388,125 | | | ||||||||||||||||||
Century Park Trust
|
2,500,000 | 1.39% | | 93,750 | | |
* | Less than 1%. |
(1) | Shares in this column do not include shares of common stock issuable upon conversion of the notes listed in the column to the right. |
(2) | Assumes conversion of all of the holders notes at the initial conversion rate of 37.5 shares of common stock (as adjusted for the three-for-one stock dividend) per $1,000 principal amount of the notes, not including fractional shares for which we will pay cash as described under Description of Notes Conversion of Notes. However, this conversion rate is subject to adjustment as described under Description of Notes Conversion of Notes. As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. |
(3) | Calculated based on 68,883,210 shares of our common stock (as adjusted for the three-for-one stock dividend) outstanding as of December 31, 2004. |