Nii (NIHD) SC TO-I Issuer tender offer statement

Exhibit (a)(1)(A)

Offer to Purchase for Cash
up to $103,100,000 aggregate principal amount of the outstanding
4.25% Convertible Senior Notes due 2023
(CUSIP No. 62913F AM4)

The Tender Offer (as defined below) will expire at 11:59 p.m., New York City time, on March 4, 2020, or any other date and time to which the Company extends such Tender Offer (such date and time, as it may be extended, the “Expiration Date”), unless earlier terminated. You must validly tender your Notes (as defined below) at or prior to the Expiration Date to be eligible to receive the Purchase Price (as defined below) for such Notes. The Purchase Price will be payable in cash. Tendered Notes may be validly withdrawn from the Tender Offer at or prior to the Expiration Date. The Tender Offer is subject to the satisfaction or waiver of certain conditions as set forth under the heading “The Terms of the Tender Offer—Conditions to the Tender Offer.”

Upon the terms and subject to the conditions described in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Offer to Purchase”), NII Holdings, Inc., a Delaware corporation (the “Company,” “NII,” “we,” “us,” or “our”), hereby offers to purchase up to $103,100,000 aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 4.25% Convertible Senior Notes due 2023 (the “Notes”) for cash in an amount equal to $1,075 per $1,000 principal amount of Notes purchased (the “Purchase Price”), plus accrued and unpaid interest on such Notes, if any, up to, but not including, the Settlement Date (as defined herein) (“Accrued Interest”).  The Company refers to the offer to purchase the Notes as the “Tender Offer.”

The Tender Offer is open to all registered holders (individually, a “Holder” and, collectively, the “Holders”) of the Notes.  The Tender Offer is subject to the satisfaction or waiver of certain conditions as described herein.  See “The Terms of the Tender Offer—Conditions to the Tender Offer.”   The Tender Offer is not conditioned upon a minimum amount of Notes being tendered.  Notwithstanding any other provision of the Tender Offer, our obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn is limited to the Maximum Tender Amount. If we receive tenders of Notes in excess of the Maximum Tender Amount, we will accept the Notes on a pro rata basis (with adjustments to avoid the purchase of Convertible Notes in a principal amount other than in integral multiples of $1,000). See “The Terms of the Tender Offer—Pro Rata Allocation.”

The purpose of the Tender Offer is to reduce the aggregate principal amount of the outstanding Notes in furtherance of our dissolution and winding-up.  See “The Company” and “The Terms of the Tender Offer—Purpose of the Tender Offer.” If we purchase the Maximum Tender Amount of the outstanding Notes, through this Tender Offer or otherwise, we intend to exercise our right under the Indenture governing the Notes to redeem the Notes that remain outstanding at such time for a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Offer to Purchase contains important information that should be read before any decision is made with respect to the Tender Offer.  In particular, see “Certain Considerations” beginning on page 20 for a discussion of certain factors you should consider in connection with the Tender Offer.

Requests for additional copies of this Offer to Purchase and requests for assistance relating to the procedures for tendering Notes may be directed to D.F. King & Co., Inc., which is serving as depositary and information agent in connection with the Tender Offer (the “Depositary,” the “Information Agent” or the “Depositary and Information Agent”) at the address and telephone number on the back cover page of this Offer to Purchase.  Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to J.P. Morgan Securities LLC (the “Dealer Manager”) at its address and telephone number on the back cover page of this Offer to Purchase.  Beneficial owners may also contact their broker, dealer, commercial bank, trust company, custodian or other nominee for assistance regarding the Tender Offer.

NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, ITS OFFICERS, THE DEALER MANAGER, THE DEPOSITARY AND INFORMATION AGENT OR THE TRUSTEE UNDER THE

INDENTURE GOVERNING THE NOTES (THE “TRUSTEE”), OR ANY OF THEIR RESPECTIVE AFFILIATES, IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER.  HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THIS OFFER TO PURCHASE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Dealer Manager for the Offer is:
J.P. Morgan Securities LLC

Offer to Purchase dated February 5, 2020

The Tender Offer commenced on February 5, 2020 and will expire on the Expiration Date, unless earlier terminated by the Company.  No tenders of Notes will be valid if submitted after the Expiration Date.  If your Notes are held by a broker, dealer, commercial bank, trust company, custodian or other nominee (each, a “Nominee”), such Nominee may have an earlier deadline for accepting the offer.  You should promptly contact such Nominee that holds your Notes to determine its deadline.  The Tender Offer is open to all registered Holders of the Notes.

The Company will purchase any Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company, promptly following the Expiration Date (the date of such acceptance and purchase, the “Settlement Date”).  The Settlement Date is expected to occur within three business days following the Expiration Date, assuming the conditions to the Tender Offer have been either satisfied or waived by the Company at or prior to the Expiration Date.

Subject to compliance with applicable law, the Company reserves the right, in its sole discretion, to: (1) extend the Expiration Date to a later date and time as announced by the Company; (2) waive or modify in whole or in part any or all conditions to the Tender Offer; (3) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; or (4) otherwise modify or terminate the Tender Offer.  See “The Terms of the Tender Offer—Expiration Date; Extension; Termination and Amendment.”  In the event that the Tender Offer is terminated or otherwise not completed, the Purchase Price will not be paid or become payable to Holders of the Notes, without regard to whether such Holders have validly tendered their Notes (in which case, such tendered Notes will be promptly returned to Holders).  The Company will publicly announce any extension, termination or amendment in the manner described under “The Terms of the Tender Offer—Announcements.”

Notwithstanding any other provision of the Tender Offer, the Company’s obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer is conditioned upon satisfaction or waiver of the General Conditions (as defined herein).  The conditions to the Tender Offer are for the sole benefit of the Company and may be asserted by the Company in its sole discretion and may be waived by the Company in whole or in part, at any time and from time to time, in the sole discretion of the Company, regardless of whether any other condition of the Tender Offer is also waived, at or prior to the Expiration Date.  If the Tender Offer is terminated at any time, Notes validly tendered will be promptly returned to the tendering Holders.  See “The Terms of the Tender Offer—Conditions to the Tender Offer.”

Withdrawal rights with respect to the Notes will terminate on the Expiration Date.  Thereafter, tenders are irrevocable except that Notes not yet accepted for purchase may be withdrawn at any time after April 1, 2020 (40 business days after the commencement of the Tender Offer if the Company elects to extend).  For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in “The Terms of the Tender Offer—Withdrawal of Tenders.”

In the event that the Company modifies the Purchase Price and there are fewer than 10 business days remaining from and including the date of the announcement of such modification to and including the Expiration Date, the Company will extend the Expiration Date so that at least 10 business days remain until the Expiration Date.

See “Material U.S. Federal Income Tax Considerations” for a discussion of certain tax matters that should be considered in evaluating the Tender Offer.

If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding.  If the Company consummates the Tender Offer, the trading market for the Notes may be significantly more limited and the Notes that remain outstanding may be subject to redemption by the Company on terms that are less favorable than the terms of the Tender Offer.  For a discussion of this and other risks, see “Certain Considerations.”

IMPORTANT INFORMATION

The Notes are represented by one or more global certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company (“DTC”), and held in book-entry form through DTC.  DTC is the only registered

holder of the Notes.  DTC facilitates the clearance and settlement of securities transactions through electronic book-entry changes in accounts of DTC participants.  DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations.

A beneficial owner whose Notes are held by a Nominee and who desires to tender such Notes in the Tender Offer must contact its Nominee and instruct such Nominee to tender its Notes on such beneficial owner’s behalf.  Accordingly, beneficial owners wishing to participate in the Tender Offer should contact their Nominee as soon as possible in order to determine the time by which such owner must take action in order to so participate.  See “The Terms of the Tender Offer—Procedure for Tendering Notes.”

DTC has authorized DTC participants that hold Notes on behalf of beneficial owners of Notes through DTC to tender their Notes as if they were Holders.  To properly tender Notes, the Depositary and Information Agent must receive, at or prior to the Expiration Date:

·a timely confirmation of book-entry transfer of such Notes according to the procedure for book-entry transfer described in this Offer to Purchase; and

·an Agent’s Message (as defined herein) through the automated tender offer program (“ATOP”) of DTC.

There are no guaranteed delivery procedures provided for by the Company in order to tender Notes in the Tender Offer.  For more information regarding the procedures for tendering your Notes, see “The Terms of the Tender Offer—Procedure for Tendering Notes.”

You should read this Offer to Purchase, including the documents incorporated by reference herein, carefully before making a decision to tender your Notes.

THIS OFFER TO PURCHASE AND RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN ANY STATE OR IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.  IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE COMPANY BY THE DEALER MANAGER OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

Neither the delivery of this Offer to Purchase and any related documents nor any purchase of Notes by the Company will, under any circumstances, create any implication that the information contained in this Offer to Purchase or in any related document is current as of any time subsequent to the date of such information (or, in the case of a document incorporated by reference, the date of such document incorporated by reference).

No dealer, salesperson or other person has been authorized to give any information or to make any representations with respect to the Tender Offer other than the information and representations contained or incorporated by reference in this Offer to Purchase, and, if given or made, such information or representations must not be relied upon as having been authorized.

From time to time after completion of the Tender Offer, the Company and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, or through additional tender offers, exchange offers or otherwise.  Any future purchases or exchanges may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer.  Any future purchases or exchanges by the Company and its affiliates will depend on various factors existing at that time.  There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company and its affiliates may choose to pursue in the future.  Pursuant to Rule 13e-4(f)(6) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), neither the

Company nor its affiliates may purchase any Notes other than pursuant to the Tender Offer until 10 business days after the Expiration Date (or any earlier date of termination) of the Tender Offer.

If we purchase the Maximum Tender Amount of the outstanding Notes, through this Tender Offer or otherwise, we intend to exercise our right under the Indenture governing the Notes to redeem the Notes that remain outstanding at such time for a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.  At any time prior to the 55th Scheduled Trading Day (as defined in the Indenture) preceding the maturity date of the Notes, the Company may exercise this right and redeem for cash all (but not less than all) of the Notes if less than $10 million aggregate principal amount of Notes remains outstanding at such time.

In this Offer to Purchase, the Company has used the convention of referring to all Notes that have been validly tendered and not validly withdrawn as having been “validly tendered.” Any Notes validly withdrawn will be deemed to be not validly tendered for purposes of the Tender Offer.

TABLE OF CONTENTS

	Page
SUMMARY	1
AVAILABLE INFORMATION	6
DOCUMENTS INCORPORATED BY REFERENCE	6
FORWARD-LOOKING STATEMENTS	6
THE COMPANY	7
THE TERMS OF THE TENDER OFFER	8
Description of the Notes	8
Principal Terms of the Tender Offer	9
Payment for Notes	10
Purpose of the Tender Offer	11
Conditions to the Tender Offer	11
Procedure for Tendering Notes	12
Withdrawal of Tenders	16
Acceptance of Notes for Purchase; Accrual of Interest	17
Pro Rata Allocation	18
Expiration Date; Extension; Termination and Amendment	18
Additional Terms of the Tender Offer	19
Announcements	19
CERTAIN CONSIDERATIONS	20
Position of the Company and Other Parties Concerning the Tender Offer	20
The Tender Offer May Adversely Affect the Market Value of the Notes and Reduce the Liquidity of any Trading Market for the Notes	20
Withdrawal Rights	20
Conditions to the Consummation of the Tender Offer	20
Treatment of Notes Not Tendered in the Tender Offer	21
Material Tax Considerations	21
SOURCE OF FUNDS	21
INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS	21
MARKET PRICE INFORMATION	22
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	22
THE DEALER MANAGER, THE DEPOSITARY AND THE INFORMATION AGENT	25
MISCELLANEOUS	26

SUMMARY

The following summary highlights selected information from this Offer to Purchase and is provided solely for the convenience of Holders of the Notes.  This summary is not intended to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the information appearing elsewhere or incorporated by reference in this Offer to Purchase.  Each undefined capitalized term used in this Summary has the meaning set forth elsewhere in this Offer to Purchase.  Holders are urged to read this Offer to Purchase in its entirety, including all documents incorporated by reference, before making a decision to tender Notes.

Who is offering to purchase the Notes?

NII Holdings, Inc., a Delaware corporation, is offering to purchase the Notes.  See “The Company.”

What securities are being sought in the Tender Offer?

We are offering to purchase, upon the terms and subject to the conditions set forth in this Offer to Purchase, up to the Maximum Tender Amount of outstanding Notes for cash in an amount equal to $1,075 per $1,000 principal amount of Notes purchased, plus Accrued Interest.  If we receive tenders of Notes in excess of the Maximum Tender Amount, we will accept the Notes on a pro rata basis (with adjustments to avoid the purchase of Convertible Notes in a principal amount other than in integral multiples of $1,000). See “The Terms of the Tender Offer—Pro Rata Allocation.”

As of February 4, 2020, there were $113.0 million aggregate principal amount of the Notes outstanding.

Can the Company increase the Maximum Tender Amount for the Notes?

Yes. The Company may increase the Maximum Tender Amount for Notes if it amends the Tender Offer pursuant to the procedure described under “The Terms of the Tender Offer—Expiration Date; Extension; Termination and Amendment.”

Are the Notes subject to redemption?

At any time prior to the 55th Scheduled Trading Day preceding the maturity date of the Notes, we may redeem for cash all (but not less than all) of the Notes if less than $10 million aggregate principal amount of Notes remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Why is the Company making the Tender Offer?

The purpose of the Tender Offer is to reduce the principal amount of the outstanding Notes in furtherance of our dissolution and winding-up. See “The Company” and “The Terms of the Tender Offer—Purpose of the Tender Offer.”  If we purchase the Maximum Tender Amount of the outstanding Notes, through this Tender Offer or otherwise, we intend to exercise our right under the Indenture governing the Notes to redeem the Notes that remain outstanding at such time for a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. All of the Notes validly tendered and accepted for purchase in the Tender Offer will be retired and canceled.

Will I receive interest on my Notes purchased pursuant to the Tender Offer?

Yes.  Holders will receive Accrued Interest to, but not including, the Settlement Date in respect of their Notes that are accepted for purchase.

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How will the Company fund the purchase of the Notes?

We will use moneys held in the Escrow Account (as defined below) to fund the payment of the Purchase Price for all Notes validly tendered in the Tender Offer and accepted for purchase by us.  See “The Terms of the Tender Offer—Payment for Notes.”

What is the purchase price for the Notes?

The Purchase Price for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase shall be an amount equal to $1,075, payable to Holders who validly tender (and have not validly withdrawn) their Notes on or prior to the Expiration Date.  In addition, each Holder will receive Accrued Interest on such $1,000 principal amount of Notes validly tendered and accepted for purchase.

How many Notes will the Company purchase in all?

Upon the terms and subject to the conditions of the Tender Offer, we will purchase up to the Maximum Tender Amount of the outstanding Notes that are validly tendered and not validly withdrawn prior to the Expiration Date.

Will all of the Notes that I validly tender in the Tender Offer, and do not validly withdraw, be purchased?

Upon the terms and subject to the conditions of the Tender Offer, we will purchase all of the Notes that you validly tender pursuant to the Tender Offer and do not validly withdraw unless we receive tenders in excess of the Maximum Tender Amount.

May I tender only a portion of the Notes that I own?

Yes.  You do not have to tender all of the Notes that you own in order to participate in the Tender Offer, except that Notes must be tendered in denominations of $1,000 and any multiple thereof.

Will the Company purchase additional Notes after the Expiration Date of the Tender Offer?

From time to time after completion of the Tender Offer, we and our affiliates may purchase additional Notes in the open market, in privately negotiated transactions, or through a redemption, additional tender offers, exchange offers or otherwise.  Any future purchases or exchanges may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer.  Any future purchases or exchanges by us and our affiliates will depend on various factors existing at that time.  There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we and our affiliates may choose to pursue in the future. Pursuant to Rule 13e-4(f)(6) under the Exchange Act, neither we nor our affiliates may purchase any Notes other than pursuant to the Tender Offer until 10 business days after the Expiration Date (or any earlier date of termination) of the Tender Offer.

If we purchase the Maximum Tender Amount of the outstanding Notes, through this Tender Offer or otherwise, we intend to exercise our right under the Indenture governing the Notes to redeem the Notes that remain outstanding at such time for a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.  At any time prior to the 55th Scheduled Trading Day preceding the maturity date of the Notes, we may exercise this right and redeem for cash all (but not less than all) of the Notes if less than $10 million aggregate principal amount of Notes remains outstanding at such time.

When does the Tender Offer expire?

The Tender Offer will expire at 11:59 p.m., New York City time, on March 4, 2020, unless extended or earlier terminated by us.  If a Nominee holds your Notes, such Nominee may have an earlier deadline for accepting tenders.  You should promptly contact such Nominee that holds your Notes to determine its deadline.

If we are required by applicable law to make an announcement relating to an extension of the Expiration Date for the Tender Offer, an amendment or termination of the Tender Offer, acceptance of the Notes for purchase, or otherwise, we will do so as promptly as practicable and, in the case of an extension of the Expiration Date, no later

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than 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Date.  Unless otherwise specified in this Offer to Purchase or required by applicable law, we may choose to issue an announcement of this type in any reasonable manner, but we will have no obligation to do so other than by issuing a press release or a notice sent via DTC.

Under what circumstances can the Tender Offer be extended, amended or terminated?

Subject to applicable law, we may extend the Tender Offer, at any time or from time to time, for any reason.  Subject to applicable law, we also expressly reserve the right, at any time or from time to time, to amend the terms of the Tender Offer in any respect prior to the Expiration Date.  If the Tender Offer is terminated, no Notes will be accepted for purchase and any Notes that have been tendered will be returned to the Holders promptly after the termination.  For more information regarding our right to extend, amend or terminate the Tender Offer, see “The Terms of the Tender Offer—Expiration Date; Extension; Termination and Amendment.”

When will I receive payment for my validly tendered Notes?

The Settlement Date is expected to occur within three business days following the Expiration Date, assuming the conditions to the Tender Offer have been either satisfied or waived by us at or prior to the Expiration Date.

Upon satisfaction or waiver by us of the conditions to the Tender Offer, we will (1) accept for purchase Notes validly tendered and (2) promptly pay the Purchase Price for all Notes accepted for purchase by us.  Payment of the Purchase Price will be made with respect to Notes accepted for purchase on the Settlement Date, together with Accrued Interest.

What will happen to Notes the Company purchases in the Tender Offer?

All of the Notes purchased in the Tender Offer will be retired and canceled.

What are the significant conditions to the Tender Offer?

Notwithstanding any other provision of the Tender Offer, our obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer is conditioned upon satisfaction or waiver of the General Conditions (as defined herein).  The conditions to the Tender Offer are for our sole benefit and may be asserted by us in our sole discretion and may be waived by us in whole or in part, at any time and from time to time, in our sole discretion, regardless of whether any other condition of the Tender Offer is also waived, at or prior to the Expiration Date.  If the Tender Offer is terminated at any time, Notes validly tendered will be promptly returned to the tendering Holders.  The Tender Offer is not conditioned upon a minimum amount of Notes being tendered.  See “The Terms of the Tender Offer—Conditions to the Tender Offer.”

How do I tender my Notes?

If you desire to tender Notes for which you are the beneficial owner that are held through a Nominee, you should contact such Nominee promptly and instruct the Nominee to tender such Notes on your behalf.  To properly tender Notes, the Depositary must receive, on or prior to the Expiration Date:

·a timely confirmation of book-entry transfer of such Notes according to the procedure for book-entry transfer described in this Offer to Purchase; and

·an Agent’s Message through DTC’s ATOP.

We are not providing for procedures for tenders of Notes to be made by guaranteed delivery.  Accordingly, you must allow sufficient time for the necessary tender procedures to be completed during the normal business hours of DTC on or prior to the Expiration Date.  If you hold your Notes through a Nominee, you should keep in mind that such entity may require you to take action with respect to the Tender Offer a number of days before the Expiration Date in order for such entity to tender Notes on your behalf on or prior to the Expiration Date.  Tenders not

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completed prior to 11:59 p.m., New York City time, on March 4, 2020 will be disregarded and of no effect (unless the Tender Offer has been extended and such tenders are completed prior to the expiration of the extended Tender Offer).

See “The Terms of the Tender Offer—Procedure for Tendering Notes.” For further information, call the Depositary at its telephone number set forth on the back cover of this Offer to Purchase or consult your Nominee for assistance.

Once I have tendered the Notes, can I change my mind?

Tendered Notes may be validly withdrawn at any time on or prior to the Expiration Date.  Thereafter, tenders are irrevocable except that Notes not yet accepted for purchase may be withdrawn at any time after April 1, 2020 (40 business days after the commencement of the Tender Offer).  For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in “The Terms of the Tender Offer—Withdrawal of Tenders.”

To validly withdraw Notes, Holders must deliver a written or facsimile notice of withdrawal, or a properly transmitted “Request Message” through ATOP, with the required information (as set forth in under “The Terms of the Tender Offer—Withdrawal of Tenders”) at or prior to the Expiration Date.  Notes validly withdrawn prior to the Expiration Date may be tendered and delivered again prior to the Expiration Date in accordance with the procedures set forth in this Offer to Purchase.

What are the tax consequences to me if I validly tender my Notes?

For a summary of material U.S. federal income tax consequences of disposition of Notes pursuant to the Tender Offer, see “Material U.S. Federal Income Tax Considerations.”

Is the Company making any recommendation about the Tender Offer?

None of the Company, its board of directors, its officers, the Trustee, the Dealer Manager or the Depositary and Information Agent makes any recommendation as to whether you should tender your Notes pursuant to this Offer to Purchase.  Holders should determine whether to tender their Notes pursuant to this Offer to Purchase based upon, among other things, their own assessment of the current market value of the Notes, liquidity needs and investment objectives.

What happens to Notes that are not accepted for purchase?

We will return any tendered Notes that we do not accept for purchase to their tendering Holder without expense.  Notes not tendered and Notes otherwise not purchased pursuant to the Tender Offer will remain outstanding.  If the Tender Offer is consummated, the aggregate principal amount of Notes that remain outstanding will be reduced.  This may adversely affect the liquidity of and, consequently, the market price for the Notes that remain outstanding after consummation of the Tender Offer.  See “Certain Considerations.”

What if I choose not to tender my Notes?

Your rights and our obligations under the Notes that remain outstanding after the consummation of the Tender Offer will not change as a result of the Tender Offer.  Although Notes not purchased in the Tender Offer will remain outstanding following consummation of the Tender Offer, the purchase of the Notes may result in a smaller trading market for the remaining outstanding Notes, which may cause the market for such Notes to be less liquid and more sporadic, and market prices for such Notes may fluctuate significantly depending on the volume of trading of the Notes.  In addition, the Notes may be subject to redemption on terms that are less favorable than those in the Tender Offer.  See “Certain Considerations.”

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Who can I contact for more information?

J.P. Morgan Securities LLC is serving as the Dealer Manager in connection with the Tender Offer.  D.F. King & Co., Inc. is serving as both the Depositary and the Information Agent in connection with the Tender Offer.  Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to the Dealer Manager at its address and telephone number on the back cover page of this Offer to Purchase.  Beneficial owners may also contact their Nominee for assistance regarding the Tender Offer.  Requests for additional copies of this Offer to Purchase and requests for assistance relating to the procedure for tendering Notes may be directed to the Information Agent at the address and telephone number on the back cover page of this Offer to Purchase.

Who is the trustee of the Notes?

Wilmington Trust, National Association is the trustee with respect to the Notes under the Indenture (as defined herein) governing the Notes.

Will I be charged any brokerage commissions if I decide to tender my Notes?

No brokerage commissions or fees are payable by Holders to us, the Dealer Manager or the Depositary and Information Agent.  If your Notes are held through a broker or other Nominee who tenders the Notes on your behalf, such Nominee may charge you a commission for doing so.  You should consult with your Nominee to determine whether any charges will apply.  See “The Terms of the Tender Offer—Payment for Notes.”

What is the amount of currently outstanding Notes?

As of February 4, 2020, there were $113.0 million aggregate principal amount of the Notes outstanding.

What is the conversion rate of the Notes?

Subject to the terms and conditions of the Indenture governing the Notes and as described herein, the Notes are convertible under certain circumstances into cash at a conversion rate of 160.9658 common shares per $1,000 principal amount of Notes, which is equal to a conversion price of approximately $6.21 per share of our common stock.  On December 18, 2019, we irrevocably elected cash settlement as the settlement method for any conversion of the Notes.

We filed a Form 25 with the SEC and the Nasdaq Stock Market LLC (“Nasdaq”) on December 30, 2019 and our common stock was delisted from trading on Nasdaq on January 9, 2020.  The closing price of our common stock on the last day of trading, January 8, 2020, was $2.17 per share.  On January 13, 2020, we filed a certificate of dissolution with the Secretary of State of the State of Delaware as contemplated by the Plan of Complete Liquidation and Dissolution previously approved by our stockholders.  The Certificate of Dissolution became effective at 4:00 p.m. Eastern Time on January 13, 2020.  In connection with the filing of the Certificate of Dissolution, we closed our stock transfer books, discontinued recording transfers of our common stock and filed a Form 15 with the SEC.  Our common stock is no longer transferable, other than by will, intestate succession or operation of law. The Company expects that, pursuant to its dissolution, stockholders will receive distributions, if any, that are significantly less than $6.21 per share.  As a result, the value of our common stock will permanently be significantly less than the conversion price of approximately $6.21 per share, which would result in the cash amount a Holder would receive upon a permitted conversion of their Notes to be significantly less than the $1,000 principal amount of each Note.

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AVAILABLE INFORMATION

We filed reports and other information with the SEC in accordance with the Exchange Act, until January 14, 2020 when we filed a Form 15 to provide notice of the suspension of our reporting obligations under the Exchange Act.  Such reports and other information (including the documents incorporated by reference into this Offer to Purchase) may be inspected and copied at the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information.  Our SEC filings are also available to the public on the SEC’s website at www.sec.gov.  You also may access these documents and other information about us on our website at www.nii.com.  The information contained on or accessible through our website is not part of this offer to purchase, other than the documents that we file with the SEC that are expressly incorporated by reference herein.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the SEC with respect to NII are incorporated herein by reference and shall be deemed to be a part hereof (other than any portions of the respective filings that were furnished to, rather than filed with, the SEC under applicable SEC rules):

·Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 18, 2019, as amended April 30, 2019;

·Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 filed on May 10, 2019, August 8, 2019 and November 5, 2019, respectively;

·Definitive Proxy Statement on Schedule 14A filed on July 15, 2019; and

·Current Reports on Form 8-K filed on February 1, March 18, March 28, April 19, June 27, August 21, December 11, December 18 and December 19, 2019 and January 13, 2020.

Any statement contained herein or contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained herein or in any other subsequently filed document or report that also is incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

The Information Agent will provide without charge to each person to whom this Offer to Purchase is delivered upon the request of such person, a copy of any or all of the documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents).  Requests for such documents should be directed to the Information Agent at its telephone number and address set forth on the back cover of this Offer to Purchase.  The information relating to NII contained in this Offer to Purchase does not purport to be complete and should be read together with the information contained in the incorporated documents.

In addition, any questions and requests for assistance or requests for additional copies of this Offer to Purchase should be directed to the Information Agent at the address listed on the back cover of this Offer to Purchase.

FORWARD-LOOKING STATEMENTS

This Offer to Purchase and the documents incorporated by reference herein include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements give our current expectations or forecasts of future events. These forward-looking statements include, without limitation, statements regarding the status of the Company’s dissolution, winding up and liquidation and the Tender Offer. Words such as “anticipate”, “assume”, “believe”, “budget”, “continue”, “could”, “estimate”, “expect”,

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“forecast”, “intend”, “may”, “plan”, “potential”, “predict”, “projects”, “seek”, “should”, “will”, “future” and the negative of these or similar terms and phrases are intended to identify these forward-looking statements.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.  Forward-looking statements by us are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance.  Actual future performance, outcomes, and results may differ materially from those expressed in forward-looking statements made by us as a result of a number of important factors.  Examples of these factors include (without limitation):

·costs associated with and the timing of our dissolution, winding up and liquidation; and

·our ability to complete the tender of the Notes or otherwise repurchase the Notes.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements.  Additional risks that we may currently deem immaterial or that are not currently known to us could also cause the forward-looking events discussed in this Offer to Purchase or incorporated herein by reference not to occur as described.  Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Offer to Purchase.

THE COMPANY

NII completed the sale of its remaining business operations on December 18, 2019.  As a result, the Company delisted its common stock from the Nasdaq Global Select Market effective January 9, 2020 and filed a certificate of dissolution with the Secretary of State of the State of Delaware, as contemplated by the Plan of Complete Liquidation and Dissolution previously approved by the Company’s Board of Directors and stockholders.  The Certificate of Dissolution became effective at 4:00 p.m. Eastern Time on January 13, 2020.  In connection with the filing of the Certificate of Dissolution, the Company closed its stock transfer books and discontinued recording transfers of its common stock. Shares of the Company’s common stock are no longer transferable by record or beneficial owners, other than transfers by will, intestate succession or operation of law.

As a company in dissolution, NII continues its existence for three years after dissolution, or such longer period as the Delaware Court of Chancery may direct.  During this period, NII will be prosecuting and defending suits, settling and closing its business, if any, disposing of and conveying its property, discharging its liabilities and distributing to its stockholders any remaining assets. NII, as a dissolved corporation, may not continue the business for which it was organized.

With regard to the Notes, NII irrevocably elected cash settlement as the settlement method for any conversion of the Notes and entered into an Escrow Agreement with Wilmington Trust, National Association, as escrow agent and as trustee pursuant to which NII placed funds from the sale of its final business operations into an escrow account (the “Escrow Account”) in an amount sufficient to satisfy its obligations under the Notes and the Indenture governing the Notes. Funds from the Escrow Account will be used to pay the aggregate Purchase Price for all Notes validly tendered in the Tender Offer and accepted for purchase by NII.  See “The Terms of the Tender Offer—Payment for Notes.”

The principal office for NII is located at 1405 S. Fern Street, #93001, Arlington, VA 22202.  NII’s main telephone number is (703) 390-5100.  Additional information about NII’s former business can be found in its periodic filings with the SEC, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.  See “Documents Incorporated By Reference.”

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THE TERMS OF THE TENDER OFFER

Description of the Notes

The Notes were issued pursuant to the Indenture, dated as of August 14, 2018, and supplemented by the First Supplemental Indenture, dated as of December 18, 2019 (collectively, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).The following description of the Notes and any other description of the Notes contained in this Offer to Purchase or in any other document related to the Tender Offer are qualified in their entirety by reference to the Indenture.  Copies of the Indenture are available from the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Purchase.  Such material may also be accessed electronically at the SEC’s website located at www.sec.gov.

The terms and conditions governing the Notes, including the covenants and other protective provisions contained in the Indenture, will remain unchanged by the Tender Offer.  No amendments to the Indenture are being sought in connection with the Tender Offer.

As of February 4, 2020, there were $113.0 million aggregate principal amount of the Notes outstanding.

The Notes are unsecured obligations of NII and rank equally in right of payment with all of our existing and future senior unsecured indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness.  The Notes are effectively subordinated in right of payment to our existing and any future secured indebtedness, including the Sale, to the extent of the value of the collateral securing such indebtedness.  NII’s obligations under the Notes are jointly and severally unconditionally guaranteed by certain of our direct and indirect wholly owned subsidiaries.

The Notes mature on August 15, 2023 unless earlier repurchased or converted.  The conversion and clean-up redemption provisions of the Notes are as follows:

Conversion Rights

Subject to the terms and conditions of the Indenture, Holders may convert all or a portion of their Notes under certain circumstances at a conversion rate of 160.9658 common shares per $1,000 principal amount of Notes, which is equal to a conversion price of approximately $6.21 per share of our common stock.  On December 18, 2019, NII irrevocably elected cash settlement for any conversion of the Notes.  We filed a Form 25 with the SEC and the Nasdaq on December 30, 2019 and our common stock was delisted from trading on Nasdaq on January 9, 2020.  The closing price of our common stock on January 8, 2020, the last day our common stock was listed on Nasdaq, was $2.17 per share.

On January 13, 2020, we filed a certificate of dissolution with the Secretary of State of the State of Delaware as contemplated by the Plan of Complete Liquidation and Dissolution previously approved by our stockholders.  The Certificate of Dissolution became effective at 4:00 p.m. Eastern Time on January 13, 2020.  In connection with the filing of the Certificate of Dissolution, we closed our stock transfer books, discontinued recording transfers of our common stock and filed a Form 15 with the SEC.  Our common stock is no longer transferable, other than by will, intestate succession or operation of law. The Company expects that, pursuant to its dissolution, stockholders will receive distributions, if any, that are significantly less than $6.21 per share.  As a result, the value of our common stock will permanently be significantly less than the conversion price of approximately $6.21 per share, which would result in the cash amount a Holder would receive upon a permitted conversion of their Notes to be significantly less than the $1,000 principal amount of each Note.

Holders may convert the Notes to receive cash, at their option, in multiples of $1,000 principal amount at any time prior to the close of business on the business day immediately preceding February 15, 2023, but only in the following circumstances:

·during any calendar quarter commencing after the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20

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trading days (whether or not consecutive) during the last 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the Notes on each applicable Trading Day;

·during the five business day period following any five consecutive trading day period in which the Trading Price (as defined in the Indenture) for the Notes is less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the Notes on each such trading day;

·during a clean-up redemption (as described below); or

·upon the occurrence of specified corporate events.

Regardless of whether any of the foregoing circumstances occurs, Holders may convert the Notes to receive cash, in multiples of $1,000 principal amount, at any time on or after February 15, 2023 until the second Scheduled Trading Day (as defined in the Indenture) immediately preceding the maturity date for the Notes.

Clean-up Redemption

At any time prior to the 55th Scheduled Trading Day preceding the maturity date of the Notes, we may redeem for cash all (but not less than all) of the Notes if less than $10 million aggregate principal amount of Notes remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Principal Terms of the Tender Offer

Upon the terms and subject to the conditions described in the Offer to Purchase, the Company hereby offers to purchase for cash up to the Maximum Tender Amount of the outstanding Notes.

Subject to the terms and conditions of the Tender Offer, the consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the Purchase Price.  In addition to the Purchase Price, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Settlement Date, also receive Accrued Interest.

The Tender Offer commenced on February 5, 2020 and will expire on the Expiration Date, unless earlier terminated by the Company.  No tenders will be valid if submitted after the Expiration Date.  If a Nominee holds your Notes, such Nominee may have an earlier deadline for accepting the offer.  You should promptly contact such Nominee that holds your Notes to determine its deadline.  The Tender Offer is open to all Holders of the Notes.

The Company will purchase any Notes that have been validly tendered on or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company, promptly following the Expiration Date.  The Settlement Date is expected to occur with three business days following the Expiration Date, assuming the conditions to the Tender Offer have been either satisfied or waived by the Company at or prior to the Expiration Date.

Subject to compliance with applicable law, the Company reserves the right, in its sole discretion, to: (1) extend the Expiration Date to a later date and time as announced by the Company; (2) waive or modify in whole or in part any or all conditions to the Tender Offer; (3) delay the acceptance for purchase of any Notes or delay the purchase of any Notes; or (4) otherwise modify or terminate the Tender Offer.  In the event that the Tender Offer is terminated or otherwise not completed, the Purchase Price will not be paid or become payable to Holders of the Notes, without regard to whether such Holders have validly tendered their Notes (in which case, such tendered Notes will be promptly returned to Holders at our expense).  The Company will publicly announce any extension, termination or amendment in the manner described under “—Announcements.” See “—Expiration Date; Extension; Termination and Amendment.”

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Notwithstanding any other provision of the Tender Offer, the Company’s obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer is conditioned upon satisfaction or waiver of the General Conditions.  The conditions to the Tender Offer are for the sole benefit of the Company and may be asserted by the Company in its sole discretion and may be waived by the Company in whole or in part, at any time and from time to time, in the sole discretion of the Company, regardless of whether any other condition of the Tender Offer is also waived, at or prior to the Expiration Date.  If the Tender Offer is terminated at any time, Notes validly tendered will be promptly returned to the tendering Holders.  The Tender Offer is not conditioned upon a minimum amount of Notes being tendered.  See “—Conditions to the Tender Offer.”

Withdrawal rights with respect to the Notes will terminate on the Expiration Date.  Thereafter, tenders are irrevocable except that Notes not yet accepted for purchase may be withdrawn at any time after April 1, 2020 (40 business days after the commencement of the Tender Offer).  For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in “—Withdrawal of Tenders.” In the event that the Company modifies the Purchase Price and there are fewer than 10 business days remaining from and including the date of the announcement of such modification to and including the Expiration Date of the Tender Offer, the Company will extend the Expiration Date so that at least 10 business days remain until the Expiration Date.

NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, ITS OFFICERS, THE DEALER MANAGER, THE DEPOSITARY AND THE INFORMATION AGENT OR THE TRUSTEE, OR ANY OF THEIR RESPECTIVE AFFILIATES, IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER.  HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

Payment for Notes

Payment pursuant to the Tender Offer will be made by the deposit of the Purchase Price for all Notes validly tendered in the Tender Offer and accepted for purchase by us, plus Accrued Interest on such Notes, in immediately available funds by the Company on the Settlement Date with the Depositary, which will act as agent for tendering Holders for the purpose of receiving payment from the Company and transmitting such payment to tendering Holders.  For purposes of the Tender Offer, the Company will be deemed to have accepted for purchase validly tendered Notes if, as and when the Company gives oral (confirmed in writing) or written notice thereof to the Depositary and Information Agent.

The Company expressly reserves the right, in its sole discretion and subject to Rule 14e-1(c) under the Exchange Act, to delay acceptance for purchase of, or payment for, Notes if any of the conditions to the Tender Offer shall not have been satisfied or waived, or in order to comply, in whole or in part, with any applicable law.  See “—Conditions to the Tender Offer.” In all cases, payment by the Depositary to Holders or beneficial owners of the Purchase Price and Accrued Interest for Notes purchased pursuant to the Tender Offer will be made only after timely receipt by the Depositary prior to the Expiration Date for such Tender Offer of (1) timely confirmation of a book-entry transfer of such Notes into the Depositary’s account at DTC pursuant to the procedures set forth under “—Procedure for Tendering Notes” and (2) a properly transmitted Agent’s Message.

If any tendered Notes are not purchased pursuant to the Tender Offer for any reason, such Notes not purchased will be returned promptly, at our expense, to the tendering Holder (or, in the case of Notes tendered by book-entry transfer, such Notes will be promptly credited to the account maintained at DTC from which Notes were delivered) after the expiration or termination of the Tender Offer.

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will be entitled to receive the Purchase Price plus Accrued Interest.  Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to the Holders of purchased Notes or otherwise.

All Notes validly tendered and accepted for purchase in the Tender Offer will be retired and canceled.

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Tendering Holders of Notes purchased in the Tender Offer will not be obligated to pay brokerage commissions or fees to the Company, the Dealer Manager or the Depositary and Information Agent.  The Company will pay or cause to be paid all transfer taxes with respect to the purchase of any Notes in the Tender Offer.  If your Notes are held through a broker or other Nominee who tenders the Notes on your behalf, such broker or Nominee may charge you a commission for doing so.  You should consult with your broker or Nominee to determine whether any charges will apply.

The Notes may be tendered and accepted for purchase only in principal amounts equal to minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.  Holders who do not tender all of their Notes must ensure that they retain a principal amount of Notes equal to or greater than $1,000.

Purpose of the Tender Offer

The purpose of the Tender Offer is to reduce the principal amount of the outstanding Notes in furtherance of our dissolution and winding-up.  If we purchase the Maximum Tender Amount of the outstanding Notes, through this Tender Offer or otherwise, we intend to exercise our right under the Indenture governing the Notes to redeem the Notes that remain outstanding at such time for a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.  All of the Notes validly tendered and accepted for purchase in the Tender Offer will be retired and canceled.

From time to time after completion of the Tender Offer, the Company and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, or through a redemption or additional tender offers, exchange offers or otherwise.  Any future purchases or exchanges may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer.  Any future purchases or exchanges by the Company and its affiliates will depend on various factors existing at that time.  There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company and its affiliates may choose to pursue in the future.  Pursuant to Rule 13e-4(f)(6) under the Exchange Act, neither the Company nor its affiliates may purchase any Notes other than pursuant to the Tender Offer until 10 business days after the Expiration Date (or any earlier date of termination) of the Tender Offer.

Conditions to the Tender Offer

Notwithstanding any other provision of this Offer to Purchase, and in addition to (and not in limitation of) the Company’s right to extend and amend the Tender Offer at any time, in the Company’s sole discretion, the Company will not be required to accept for purchase, or to pay for, Notes validly tendered pursuant to the Tender Offer and may terminate, extend or amend the Tender Offer, and may (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of a tender offer) postpone the acceptance for purchase of, and payment for, Notes so tendered, and may terminate the Tender Offer, if on or prior to the Expiration Date all of the General Conditions have not been satisfied.

All of the “General Conditions” shall be deemed to be satisfied unless any of the following conditions shall occur on or after the date of this Offer to Purchase and at or prior to the Expiration Date:

·there shall have been instituted, threatened or be pending any action, proceeding or investigation (whether formal or informal) (or there shall have been any material adverse development with respect to any action or proceeding currently instituted, threatened or pending) before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Tender Offer that, in the reasonable judgment of the Company, either (1) is, or is likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company, or (2) would or would reasonably be expected to prohibit, prevent, restrict or delay consummation of the Tender Offer;

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·an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the reasonable judgment of the Company, either (1) is, or is likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company or (2) would or would reasonably be expected to prohibit, prevent, restrict or delay consummation of the Tender Offer;

·there shall have occurred or be likely to occur any event affecting the business or financial affairs of the Company and its subsidiaries that, in the reasonable judgment of the Company, would or would reasonably be expected to prohibit, prevent, restrict or delay consummation of the Tender Offer;

·the Trustee shall have objected in any respect to or taken action that could, in the reasonable judgment of the Company, adversely affect the consummation of the Tender Offer or shall have taken any action that challenges the validity or effectiveness of the procedures used by the Company in the making of the Tender Offer or the acceptance of, or payment for, the Notes; or

·there has occurred (1) any general suspension of, or limitation on prices for, trading in securities in the United States securities or financial markets; (2) any significant adverse change in the price of the Notes in the United States or other major securities or financial markets; (3) a material impairment in the trading market for debt securities; (4) a declaration of a banking moratorium or any suspension of payments with respect to banks in the United States or other major financial markets; (5) any limitation (regardless of whether mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the reasonable judgment of the Company, would or would reasonably be expected to affect the extension of credit by banks or other lending institutions; (6) a commencement of a war, armed hostilities, terrorist acts or other national or international calamity directly or indirectly involving the United States; or (7) in the case of any of the foregoing existing on the date hereof, in the reasonable judgment of the Company, a material acceleration or worsening thereof.

The foregoing conditions are for the Company’s sole benefit and may be asserted by the Company in its sole discretion or may be waived by the Company in whole or in part, at any time and from time to time, in the Company’s sole discretion, regardless of whether any other condition of the Tender Offer is also waived, at or prior to the Expiration Date.  If any condition to the Tender Offer is not satisfied or waived by the Company prior to the Expiration Date, the Company reserves the right, in its sole discretion, subject to applicable law:

·to terminate the Tender Offer and return any tendered Notes;

·to waive all unsatisfied conditions and accept for purchase Notes that are validly tendered prior to the Expiration Date;

·to extend the Tender Offer and retain the Notes that have been tendered during the period for which the Tender Offer is extended; or

·to otherwise amend the Tender Offer.

The failure by the Company at any time to exercise any of the foregoing rights will not be deemed a waiver of any other right and each right will be deemed an ongoing right that may be asserted at any time and from time to time.

The Tender Offer is not conditioned upon a minimum amount of Notes being tendered.

Procedure for Tendering Notes

The method of delivery of Notes, any required signature guarantees and all other required documents, including delivery through DTC and any acceptance of an Agent’s Message transmitted through ATOP, is at the election and risk of the person tendering Notes and transmitting an Agent’s Message and delivery will be

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deemed made only when actually received by the Depositary.  DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.  If delivery is by mail, it is suggested that Holders use properly insured, registered mail with return receipt requested and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary at or prior to such time.  Holders desiring to tender Notes must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC.  In no event shall the Holder send any documents or Notes to the Dealer Manager or to the Company.

Tender of Notes Held Through a Nominee

To effectively tender Notes that are held of record by a Nominee, the beneficial owner thereof must timely instruct such Nominee to tender the Notes on the beneficial owner’s behalf.  Any beneficial owner of Notes held of record by DTC or its Nominee, through authority granted by DTC, may direct the DTC participant through which such beneficial owner’s Notes are held in DTC to tender Notes on such beneficial owner’s behalf.

Tender of Notes Held Through DTC

To effectively tender Notes that are held through DTC, DTC participants should electronically transmit their acceptance through ATOP (and thereby tender the Notes), for which the transaction will be eligible, followed by a properly transmitted Agent’s Message delivered to the Depositary.  Upon receipt of such Holder’s acceptance through ATOP, DTC will edit and verify the acceptance and send an Agent’s Message to the Depositary for its acceptance.  Delivery of tendered Notes must be made to the Depositary pursuant to the book-entry delivery procedures set forth below.

Except as provided below, unless the Notes being tendered are deposited with the Depositary at or prior to the Expiration Date (accompanied by a properly transmitted Agent’s Message), the Company may, at its option, treat such tender as defective for purposes of the right to receive the Purchase Price for the Notes being tendered.  Payment for tendered Notes will be made only against deposit of the tendered Notes and delivery of all other required documents.

In order to validly tender Notes at or prior to the Expiration Date with respect to Notes transferred pursuant to ATOP, a DTC participant using ATOP must also properly transmit an Agent’s Message.  Pursuant to authority granted by DTC, any DTC participant that has Notes credited to its DTC account at any time (and thereby held of record by DTC’s nominee) may directly instruct the Depositary to tender Notes at or prior to the Expiration Date as though it were the registered Holder thereof by so transmitting an Agent’s Message.

Book-Entry Delivery and Tender of Notes Through ATOP

Promptly after commencement of the Tender Offer, the Depositary will establish one or more new accounts (or utilize existing accounts) with respect to the Notes at DTC for purposes of the Tender Offer (to the extent such arrangements have not been made previously by the Depositary).  Any financial institution that is a participant in DTC may make book-entry delivery of the Notes credited to such participant’s DTC account by causing DTC to transfer such Notes into the Depositary’s account or accounts at DTC in accordance with DTC’s procedures for such transfer.  Although delivery of Notes may be effected through book-entry transfer into the Depositary’s account at DTC, the Agent’s Message, and any other required documents, must, in any case, be transmitted to and received by the Depositary at or prior to the Expiration Date.  Delivery of documents to DTC does not constitute delivery to the Depositary.  The confirmation of a book-entry transfer into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating (1) the aggregate principal amount of Notes to be tendered by such participant, and (2) that such participant has received copies of the Offer to Purchase and agrees to be bound by the terms and conditions of the Tender Offer as described herein.

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THE NOTES AND THE AGENT’S MESSAGE SHOULD BE SENT ONLY TO THE DEPOSITARY, AND NOT TO THE COMPANY, THE DEALER MANAGER OR DTC (OR ANY OTHER BOOK-ENTRY TRANSFER FACILITY).

Signature Guarantees

Signatures on a notice of withdrawal must be guaranteed by a firm that is a member of a registered national notes exchange or the Financial Industry Regulatory Authority, or by a commercial bank or trust company having an office or a correspondent in the United States that is a participant in an approved Signature Guarantee Medallion Program (each of the foregoing, an “Eligible Institution”) unless the Notes tendered or withdrawn thereby, as the case may be, are tendered or withdrawn (1) by a registered Holder of Notes (or by a participant in DTC whose name appears on a security position listing as the owner of such Notes) or (2) for the account of an Eligible Institution.

General

Only Holders are authorized to tender their Notes.  The procedures by which Notes may be tendered by beneficial owners that are not Holders will depend upon the manner in which the Notes are held.  Therefore, to effectively tender Notes that are held through a Nominee, the beneficial owner thereof must timely instruct such Nominee to tender the Notes on the beneficial owner’s behalf according to the procedures described above.  DTC has authorized DTC participants that hold Notes on behalf of beneficial owners of Notes through DTC to tender their Notes as if they were the Holders.

The tender of Notes by a Holder (and the acceptance of such tender by the Company) pursuant to the procedures set forth above will constitute a binding agreement between such Holder and us in accordance with the terms and subject to the conditions set forth herein.

Notwithstanding any other provision hereof, payment of the Purchase Price, plus Accrued Interest, for Notes validly tendered and accepted for purchase pursuant to the Offer will, in all cases, be made only after timely receipt (i.e., at or prior to the Expiration Date) by the Depositary of a Book-Entry Confirmation (as defined above) of the transfer of such Notes into the Depositary’s account at DTC, as described above, and a properly transmitted Agent’s Message.

The Company, in its sole discretion, will determine all questions as to the form of documents and validity, eligibility (including time of receipt), acceptance for purchase and withdrawal of validly tendered Notes, and such determinations will be final and binding.  The Company reserves the absolute right to reject any and all tenders of Notes that it determines are not in proper form or where the acceptance for purchase of, or payment for, such Notes may, in the Company’s opinion, be unlawful.  The Company also reserves the absolute right in its sole discretion to waive any of the conditions of the Tender Offer or any defect or irregularity in the tender of Notes of any particular Holder, regardless of whether similar conditions, defects or irregularities are waived in the case of other Holders.  The Company’s interpretation of the terms and conditions of the Tender Offer will be final and binding.

Any defect or irregularity in connection with tenders of Notes must be cured within such time as the Company determines, unless waived by the Company.  Tenders of Notes shall not be deemed to have been made until all defects or irregularities have been waived or cured.  None of the Company, the Dealer Manager, the Depositary and Information Agent, the Trustee or any other person will be under any duty to give notification of any defects or irregularities in tenders or notices of withdrawal or will incur any liability for failure to give any such notification.  If the Company waives its right to reject a defective tender of Notes, the Holder will be entitled to the Purchase Price, plus Accrued Interest.

No Guaranteed Delivery

The Company is not providing for procedures for tenders of Notes to be made by guaranteed delivery.  Accordingly, Holders must allow sufficient time for the necessary tender procedures to be completed during the normal business hours of DTC on or prior to the Expiration Date.  If a Holder holds Notes through a Nominee, such Holder should keep in mind that such entity may require the Holder to take action with

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respect to the Tender Offer a number of days before the Expiration Date in order for such entity to tender Notes on such Holder’s behalf on or prior to the Expiration Date.  Tenders not completed prior to 11:59 p.m., New York City time, on March 4, 2020 will be disregarded and of no effect (unless the Tender Offer has been extended and such tenders are completed prior to the expiration of the extended Tender Offer).

Holders must tender their Notes in accordance with the procedures set forth in this section.

No Appraisal Rights

There are no appraisal or similar statutory rights available to the Holders in connection with the Tender Offer.

No Alternative, Conditional or Contingent Tenders

No alternative, conditional or contingent tenders of Notes will be accepted for purchase pursuant to the Tender Offer.  All questions as to the form of all documents and acceptance of all tenders of Notes will be determined by the Company, in its sole discretion, the determination of which shall be conclusive and binding.

Representations, Warranties and Undertakings

A tender of Notes under the procedures described above will constitute your acceptance of the terms and conditions of the Tender Offer.  In addition, by tendering Notes pursuant to this Offer to Purchase (including by accepting the Tender Offer through ATOP), the Holder is deemed to represent, warrant and undertake to the Company, the Depositary and the Dealer Manager that:

·the tendering Holder has received the Offer to Purchase and agrees to be bound by all the terms and conditions of the Tender Offer;

·the Notes are, at the time of acceptance, and will continue to be, until the payment on the Settlement Date, or the termination or withdrawal of the Tender Offer, or, in the case of Notes in respect of which the tender has been withdrawn, the date on which such tender is validly withdrawn, held by such Holder;

·the tendering Holder acknowledges that all authority conferred or agreed to be conferred pursuant to these representations, warranties and undertakings and every obligation of the tendering Holder shall be binding upon the successors, assigns, heirs, executors, administrators, trustee in bankruptcy and legal representatives of the tendering Holder and shall not be affected by, and shall survive, the death or incapacity of the tendering Holder;

·the tendering Holder has full power and authority to tender, sell, assign and transfer the tendered Notes;

·the Notes will, on the Settlement Date, be transferred by such tendering Holder to the Company in accordance with the terms of the Tender Offer, and the Company will acquire good, marketable and unencumbered title thereto, with full title guarantee free and clear of all liens, restrictions, charges and encumbrances, not subject to any adverse claim or right, and together with all rights attached thereto; and

·the tendering Holder will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Notes tendered.

By tendering Notes as set forth herein, and subject to and effective upon acceptance for purchase of, and payment for, the Notes tendered therewith, a tendering Holder (1) irrevocably sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Notes tendered thereby and accepted for purchase pursuant to the terms hereof, (2) waives any and all other rights with respect to the Notes (including, without limitation, the tendering Holder’s waiver of any existing or past defaults and their consequences in respect of the Notes and the Indenture under which such Notes were issued), (3) releases and discharges the Company from any and all claims such Holder may have now, or may have in the future, arising out of, or related to, such Notes,

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including, without limitation, any claims that such Holder is entitled to receive additional principal or interest payments with respect to such Notes or to participate in any repurchase, redemption or defeasance of the Notes, and (4) irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of such Holder (with full knowledge that the Depositary also acts as the agent of the Company) with respect to any such tendered Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Notes on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to, or upon the order of, the Company, (b) present such Notes for transfer on the relevant security register, and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such Notes (except that the Depositary will have no rights to, or control over, funds from the Company, except as agent for the tendering Holders, for the Purchase Price, plus any Accrued Interest, of Notes tendered pursuant to the Tender Offer, as determined pursuant to the terms of this Offer to Purchase, for any tendered Notes that are purchased by the Company).

By tendering Notes pursuant to the Tender Offer, the Holder will be deemed to have agreed that the delivery and surrender of the Notes is not effective, and the risk of loss of the Notes does not pass to the Depositary, until receipt by the Depositary and, in the case of Notes tendered through DTC’s ATOP, of a properly transmitted Agent’s Message together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company.

Withdrawal of Tenders

Withdrawal rights with respect to the Notes will terminate on the Expiration Date.  Thereafter, tenders are irrevocable except that Notes not yet accepted for purchase may be withdrawn at any time after April 1, 2020 (40 business days after the commencement of the Tender Offer).

For a withdrawal of Notes to be valid, the Depositary must timely receive a written or facsimile notice of withdrawal at one of its addresses set forth on the last page of this document, or a properly transmitted “Request Message” through ATOP must be received by the Depositary, in each case prior to the Expiration Date.  The withdrawal notice must:

·specify the name of the person that tendered the Notes to be withdrawn and, if different, the record holder of such Notes (or, in the case of Notes tendered by book entry transfer, the name of the DTC participant for whose account such Notes were tendered and such participant’s account number at DTC to be credited with the withdrawn Notes);

·contain a description(s) of the Notes to be withdrawn, including the CUSIP number, and the aggregate principal amount represented by such Notes to be withdrawn; and

·be signed by the Holder of such Notes in the same manner as the participant’s name is listed on the applicable Agent’s Message, or be accompanied by documents of transfer sufficient to have the Trustee register the transfer of the Notes into the name of the person withdrawing such Notes.

If the Notes to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal is effective immediately upon proper written or facsimile notice of withdrawal, even if physical release is not yet effected by the Depositary.  Any Notes validly withdrawn will be deemed to be not validly tendered for purposes of the Tender Offer.

Holders may not rescind their withdrawal of tendered Notes and any Notes validly withdrawn will thereafter be deemed not validly tendered for purposes of the Tender Offer.  Validly withdrawn Notes may, however, be validly tendered again by following one of the procedures described above under “—Procedure for Tendering Notes” at any time prior to the Expiration Date.

Holders may accomplish valid withdrawals of Notes only in accordance with the foregoing procedures.

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If a beneficial owner tendered its Notes through a Nominee and wishes to withdraw its Notes, it will need to make arrangements for withdrawal with its Nominee.  The ability of a beneficial owner to withdraw a tender of its Notes will depend upon the terms of the arrangements it has made with its Nominee and, if its Nominee is not the DTC participant tendering those Notes, the arrangements between its Nominee and such DTC participant, including any arrangements involving intermediaries between its Nominee and such DTC participant.

Through DTC, the Depositary will return to tendering Holders all Notes in respect of which it has received valid withdrawal instructions at or prior to the Expiration Date promptly after it receives such instructions.

All questions as to the form and validity (including time of receipt) of a notice of withdrawal will be determined by the Company in its sole discretion, which determination shall be final and binding.  None of the Company, the Dealer Manager, the Depositary and Information Agent, the Trustee or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification.

If the Company extends the Tender Offer, is delayed in its acceptance for purchase of Notes, or is unable to accept for purchase Notes under the Tender Offer for any reason, then, without prejudice to the Company’s rights under the Tender Offer, the Depositary may, subject to applicable law, retain tendered Notes on the Company’s behalf, and such Notes may not be withdrawn except to the extent tendering Holders are entitled to withdrawal rights as described in this section.

Acceptance of Notes for Purchase; Accrual of Interest

Acceptance of Notes for Purchase

The Company will be deemed to have accepted for purchase pursuant to the Tender Offer and thereby have purchased validly tendered Notes pursuant to the Tender Offer if, as and when the Company gives oral or written notice to the Depositary of the Company’s acceptance of such Notes for purchase pursuant to the Tender Offer.  The Company will announce acceptance for purchase of the Notes.  In all cases, payment for Notes purchased pursuant to the Tender Offer will be made by deposit of cash relating to the Purchase Price for all Notes validly tendered in the Tender Offer and accepted for purchase by the Company, plus the Accrued Interest, with the Depositary, which will act as agent for tendering Holders for the purpose of receiving payments from the Company and transmitting such payments to such Holders.

On the Settlement Date, the Company will settle all Notes accepted for purchase.  The Company expects such date to be within three business days following the Expiration Date.

Subject to applicable law (including Rule 13e-4(f)(5) under the Exchange Act, which requires that the Company pay the consideration offered or return the Notes deposited by or on behalf of Holders promptly after the termination or withdrawal of the Tender Offer), the Company expressly reserves the right, in its sole discretion, to delay acceptance for purchase of, or payment for, Notes in order to comply, in whole or in part, with any applicable law.  See “—Conditions to the Tender Offer.” In all cases, payment by the Depositary to Holders of consideration for Notes accepted for purchase pursuant to the Tender Offer will be made only after receipt by the Depositary prior to the Expiration Date of:

·confirmation of a book-entry transfer of such Notes into the Depositary’s account at DTC pursuant to the procedures set forth under “Procedure for Tendering Notes”; and

·a duly completed Agent’s Message through the facilities of DTC.

If the Tender Offer is terminated or withdrawn, or the Notes are not accepted for purchase, no consideration will be paid or payable to Holders of those Notes.  If any tendered Notes are not purchased pursuant to the Tender Offer for any reason, Notes tendered by book-entry transfer will be credited to the account maintained at DTC from which those Notes were delivered promptly following the Expiration Date or termination of the Tender Offer.

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If the Company is delayed in its acceptance for purchase of, or payment for, any tendered Notes or is unable to accept for purchase or pay for any tendered Notes pursuant to the Tender Offer for any reason, then, without prejudice to the Company’s rights hereunder, but subject to applicable law, tendered Notes may be retained by the Depositary on behalf of the Company (subject to Rules 13e-4(5)(f) and 14e-1 under the Exchange Act, which requires that the Company pay the consideration offered or return the Notes deposited by or on behalf of the Holders promptly after the termination or withdrawal of the Tender Offer).

All Notes validly tendered and accepted for purchase in the Tender Offer will be retired and canceled.

Holders will not be obligated to pay brokerage fees or commissions or transfer taxes with respect to the Company’s purchase of the Notes pursuant to the Tender Offer.  However, if you hold Notes through a broker or bank, you should consult that institution as to whether it charges any service fees.  The Company will pay certain fees and expenses of the Dealer Manager, the Depositary and the Information Agent in connection with the Tender Offer.  See “The Dealer Manager, the Depositary and the Information Agent.”

Accrual of Interest

Holders who tender Notes that are accepted for purchase pursuant to the Tender Offer will receive Accrued Interest.

Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to the Holders of purchased Notes or otherwise.

Pro Rata Allocation

The Company will accept for purchase an aggregate principal amount of Notes up to the Maximum Tender Amount set forth on the front cover of this Offer to Purchase. If the aggregate principal amount of Notes tendered exceeds the Maximum Tender Amount, the Company will accept for purchase an aggregate principal amount of Notes equal to the Maximum Tender Amount, allocated among the tendering holders on a pro rata basis in accordance with the respective principal amounts of the Notes tendered by the Holders.

Outstanding Notes may be tendered, and will be accepted for purchase, only in minimum denominations of $1,000 and integral multiples thereof. If, as a result of the Company’s pro rata acceptance of tendered Notes, the Company would be required to accept from one or more tendering Holders Notes in a principal amount that is not an integral multiple of $1,000, the Company will round the principal amount of the prorated Notes down to the nearest integral multiple of $1,000. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders.

We will not be able to definitely determine whether the Tender Offer is oversubscribed or what the effects of proration may be with respect to any particular series until after the Expiration Date has passed.

Expiration Date; Extension; Termination and Amendment

The Tender Offer will expire on the Expiration Date, unless earlier terminated by the Company.  The Company reserves the right, in its sole discretion, to extend the Expiration Date for the Tender Offer.  In addition, subject to applicable law, the Company expressly reserves the right, in its sole discretion, to terminate or withdraw the Tender Offer at any time and from time to time.  If the Tender Offer is terminated at any time, the Notes tendered and not previously accepted and purchased will be promptly returned to the tendering Holders.  There can be no assurance that the Company will exercise its right to extend, terminate or amend the Tender Offer.  Irrespective of any amendment to the Tender Offer, all Notes previously tendered pursuant to the Tender Offer and not accepted for purchase will remain subject to the Tender Offer and may be accepted for purchase thereafter for purchase by the Company, except when such acceptance is prohibited by law.

The Company will publicly announce any extension, termination or amendment in the manner described under “—Announcements.”

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If the Company makes a material change in the terms of the Tender Offer or the information concerning the Tender Offer or waives a material condition of the Tender Offer, the Company will disseminate additional materials and extend the Tender Offer to the extent required by law.  In the event of a termination of the Tender Offer, none of the Purchase Price will be paid or become payable on Notes.  In any such event, any Notes previously tendered pursuant to the Tender Offer will be returned to the tendering Holders in accordance with Rule 13e-4(f)(5) under the Exchange Act.

Additional Terms of the Tender Offer

·All communications, payments, notices, certificates, or other documents to be delivered to or by a Holder will be delivered by or sent to or by it at the Holder’s own risk.

·By submitting a valid electronic acceptance instruction, a Holder will be deemed to have given the representations, warranties and undertakings of the Holder set forth above in “—Procedure for Tendering Notes—Representations, Warranties and Undertakings”.

·All acceptances of tendered Notes by the Company shall be deemed to be made on the terms set out in this Offer to Purchase (and shall be deemed to be given in writing even if submitted electronically).

·The Company may in its sole discretion elect to treat as valid a tender instruction in respect of which the relevant Holder does not fully comply with all the requirements of these terms.

·Unless waived by the Company, any irregularities in connection with tenders of Notes must be cured within such time as the Company shall determine.  None of the Company, the Dealer Manager, the Depositary and Information Agent, the Trustee or any other person shall be under any duty to give notification of any defects or irregularities in such tenders of Notes, nor will any of such entities incur any liability for failure to give such notifications.  Tenders of Notes may be deemed not to have been made until such irregularities have been cured or waived.

·None of the Company, the Dealer Manager, the Depositary or the Trustee shall accept any responsibility for failure of delivery of a notice, communication or electronic acceptance instruction.

·Any rights or claims that a Holder may have against the Company in respect of any tendered Notes or the Tender Offer, other than rights or claims under federal securities laws, shall be extinguished or otherwise released upon the payment to such Holder of the Purchase Price, plus Accrued Interest, for such Notes, as determined pursuant to the terms of the Tender Offer.

·Without limiting the manner in which the Company may choose to make any public announcement, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release or giving notice to the Depositary and the Dealer Manager.

·The contract constituted by the Company’s acceptance for purchase in accordance with the terms of this Offer to Purchase of all Notes validly tendered (or defectively tendered, if such defect has been waived by the Company) shall be governed by, and construed in accordance with, the law of the State of New York.

Announcements

If the Company is required by applicable law to make an announcement relating to an extension of the Expiration Date for the Tender Offer, an amendment or termination of the Tender Offer, acceptance of the Notes for purchase, or otherwise, the Company will do so as promptly as practicable and, in the case of an extension of the Expiration Date, no later than 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Date.  Unless otherwise specified in this Offer to Purchase or required by applicable law, the Company may choose to issue an announcement of this type in any reasonable manner, but it will have no obligation to do so other than by issuing a press release or a notice sent via DTC.

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CERTAIN CONSIDERATIONS

In deciding whether to participate in the Tender Offer, each Holder should consider carefully, in addition to the other information contained in or incorporated by reference in this Offer to Purchase, the following risks:

Position of the Company and Other Parties Concerning the Tender Offer

None of the Company, its Board of Directors, its officers, the Dealer Manager, the Depositary and Information Agent or the Trustee makes any recommendation to any Holder whether to tender or refrain from tendering any or all of such Holder’s Notes, and none of them has authorized any person to make any such recommendation.  If anyone makes any recommendation or representation or gives any such information, Holders should not rely upon that recommendation, representation or information as having been authorized by the Company, the Dealer Manager, the Depositary and Information Agent or the Trustee.  Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes, and, if so, the principal amount of Notes to tender.

The Tender Offer May Adversely Affect the Market Value of the Notes and Reduce the Liquidity of any Trading Market for the Notes

All Notes validly tendered and accepted for purchase in the Tender Offer will be retired and canceled.  The Notes are not listed on any national or regional securities exchange or quoted on any automated quotation system.  To our knowledge, the Notes are traded infrequently in transactions arranged through brokers, and reliable market quotations for the Notes are not always available.  To the extent that Notes are purchased pursuant to the Tender Offer, the trading market for the Notes that remain outstanding will likely become further limited or cease altogether.  A bid for a debt security with a smaller outstanding principal amount available for trading (a smaller “float”) may be lower than a bid for a comparable debt security with a greater float.  Therefore, the market price for and liquidity of Notes not validly tendered may be affected adversely to the extent that the principal amount of Notes purchased pursuant to the Tender Offer reduces the float.  The reduced float may also tend to make the trading price more volatile.

Holders of Notes not tendered and purchased in the Tender Offer may attempt to obtain quotations for their Notes from their brokers; however, there can be no assurance that an active trading market will exist for the Notes following consummation of the Tender Offer.  The extent of the market for the Notes following consummation of the Tender Offer will depend upon a number of factors, including the size of the float, the number of Holders remaining at such time, the principal amount of Notes held by such Holders and the interest in maintaining a market in the Notes on the part of securities firms.

Withdrawal Rights

Withdrawal rights with respect to the Notes will terminate on the Expiration Date.  Thereafter, tenders are irrevocable except that Notes not yet accepted for purchase may be withdrawn at any time after April 1, 2020 (40 business days after the commencement of the Tender Offer).

Conditions to the Consummation of the Tender Offer

The consummation of the Tender Offer is subject to the satisfaction or waiver of several conditions.  See “The Terms of the Tender Offer—Conditions to the Tender Offer.” In addition, subject to applicable law, the Company may terminate the Tender Offer at any time prior to the Expiration Date in its sole discretion.  There can be no assurance that such conditions will be met, that the Company will not terminate the Tender Offer or that, in the event that the Tender Offer is not consummated, the market value and liquidity of the Notes will not be materially adversely affected.

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Treatment of Notes Not Tendered in the Tender Offer

Notes not tendered and purchased in the Tender Offer will remain outstanding.  The terms and conditions in the Indenture, including the covenants and other protective provisions contained in the Indenture, will remain unchanged.  No amendments to the Indenture are being sought in connection with the Tender Offer.

From time to time after completion of the Tender Offer, the Company and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, or through additional tender offers, exchange offers or otherwise.  Any future purchases or exchanges may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer.  Any future purchases or exchanges by the Company and its affiliates will depend on various factors existing at that time.  There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company and its affiliates may choose to pursue in the future.  Pursuant to Rule 13e-4(f)(6) under the Exchange Act, neither the Company nor its affiliates may purchase any Notes other than pursuant to the Tender Offer until 10 business days after the Expiration Date (or any earlier date of termination) of the Tender Offer.

If we purchase the Maximum Tender Amount of the outstanding Notes, through this Tender Offer or otherwise, we intend to exercise our right under the Indenture governing the Notes to redeem the Notes that remain outstanding at such time for a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. At any time prior to the 55th Scheduled Trading Day preceding the maturity date of the Notes, we may exercise this right and redeem for cash all (but not less than all) of the Notes if less than $10 million aggregate principal amount of Notes remains outstanding at such time.

Material Tax Considerations

See “Material U.S. Federal Income Tax Considerations” for a discussion of certain tax matters that should be considered in evaluating the Tender Offer.

SOURCE OF FUNDS

The Company would need approximately $111,100,000 to purchase the Maximum Tender Amount, based on the purchase price per $1,000 principal amount of Notes of $1,075 plus Accrued Interest through, but not including, an assumed Settlement Date of March 9, 2020.  The Company will use amounts in the Escrow Account to fund the payment of the Purchase Price for all Notes validly tendered (and not validly withdrawn) in the Tender Offer and accepted for purchase by the Company.

INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS

The following table lists the names of all directors and executive officers of the Company.  The business address of the Company and of each of the persons listed in the table below is 1405 S. Fern Street, #93001, Arlington, VA 22202.  The telephone number of the Company and each of the persons listed in the table below is (703) 390-5100.

Name	Position
Daniel E. Freiman	Acting Principal Executive Officer and Chief Financial Officer
Shana C. Smith	Vice President, General Counsel
Steven M. Shindler	Director
Kevin L. Beebe	Director
Howard S. Hoffmann	Director

To the Company’s knowledge, no executive officers, directors or affiliates hold a beneficial interest in the Notes.  No affiliate or associate or majority owned subsidiary of the Company and, to the Company’s knowledge, no director or executive officer of the Company or any subsidiary of the Company has engaged in any transaction in the Notes during the 60 days preceding the date of this Offer to Purchase.

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MARKET PRICE INFORMATION

The Notes are not listed on any national or regional securities exchange or quoted on any automated quotation system.  To our knowledge, the Notes are traded infrequently in transactions arranged through brokers, and reliable market quotations for the Notes are not always available.  To the extent that the Notes are traded, prices of the Notes may fluctuate greatly depending on the trading volume and the balance between buy and sell orders.

The Notes are convertible into cash in the circumstances and during the periods specified in the Indenture governing the Notes.  Our common stock is not transferable and no trading market for our common stock exists.  On January 8, 2020, the last day our common stock was traded on the Nasdaq Global Select Market under the symbol “NIHD,” the closing price was $2.17 per share.  The Company expects that, pursuant to its dissolution, stockholders will receive distributions, if any, that are significantly less than $6.21 per share.  As a result, the value of our common stock will permanently be significantly less than the conversion price of approximately $6.21 per share, which would result in the cash amount a Holder would receive upon a permitted conversion of their Notes to be significantly less than the $1,000 principal amount of each Note.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of material U.S. federal income tax considerations relating to the Tender Offer that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) that hold their Notes as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, or to different interpretation. We have not obtained, and do not intend to obtain, a ruling from the Internal Revenue Service (“IRS”) with respect to the U.S. federal income tax consequences described herein. No assurance can be given that the IRS will agree with the tax consequences addressed in this discussion, or that a court would not sustain any challenge by the IRS. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Holders (as defined below) in light of their particular circumstances (including Holders that are directly or indirectly related to the Company) or to Holders subject to special treatment under U.S. federal income tax law (such as banks and other financial institutions, insurance companies, dealers and traders in securities or other Holders that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, Holders that hold a Note as part of a straddle, hedge, constructive sale, conversion, or other integrated transaction, persons that purchase or sell Notes as part of a wash sale for U.S. federal income tax purposes, U.S. Holders whose functional currency is not the U.S. dollar, U.S. expatriates, “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax or U.S. Holders that have a “functional currency” other than the U.S. dollar).

This discussion also does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift or alternative minimum tax considerations.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of a Note that, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (y) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

As used in this discussion, the term “Non-U.S. Holder” means a beneficial owner of a Note that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes, and the term “Holder” means a U.S. Holder or a Non-U.S. Holder.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds a Note, the U.S. federal income tax considerations relating to the Tender Offer will depend in part upon the status and activities of such entity or arrangement and the particular partner. Any such entity or arrangement should consult its own tax

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advisor regarding the U.S. federal income tax considerations applicable to it and its partners relating to the Tender Offer.

EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE TENDER OFFER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.

U.S. Holders

Sale of a Note Pursuant to the Tender Offer

A U.S. Holder generally will recognize gain or loss upon the sale of a Note pursuant to the Tender Offer in an amount equal to the difference between the amount of cash received by such U.S. Holder upon such sale (other than any amounts attributable to accrued but unpaid interest, which, if not previously included in such U.S. Holder’s income, will be taxable as ordinary interest income to such U.S. Holder) and such U.S. Holder’s “adjusted tax basis” in such Note. A U.S. Holder’s adjusted tax basis in a Note is generally (i) the amount such U.S. Holder paid for such Note, (ii) increased by the amount of any market discount previously included in income (including in the year of sale) with respect to such Note by such U.S. Holder and (iii) decreased (but not below zero) by the aggregate amount of payments (other than stated interest) on such Note previously made to such U.S. Holder and any bond premium on such Note that has been used by such U.S. Holder to offset interest income on such Note. Subject to the market discount rules described below, any gain or loss so recognized generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder has held such Note for more than one year at the time of such sale. Net long- term capital gain of certain non-corporate U.S. Holders generally is subject to preferential rates of tax. The deductibility of capital losses is subject to limitations.

In the case of a U.S. Holder that acquired a Note at a market discount (generally the excess, if any, of the “stated redemption price at maturity” of such Note over such U.S. Holder’s initial tax basis in such Note, if such excess exceeds a statutory de minimis amount), any gain recognized on the sale of such Note generally will be treated as ordinary income to the extent of the market discount accruing during such U.S. Holder’s holding period for such Note (on a straight-line basis or, if elected by such U.S. Holder, on a constant yield basis), unless such U.S. Holder has previously elected to include such market discount in income as it accrues.

Medicare Tax

In addition to regular U.S. federal income tax, certain U.S. Holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their interest income on a Note and net gain from the sale of a Note pursuant to the Tender Offer.

Information Reporting and Backup Withholding

Information reporting generally will apply to payments to a U.S. Holder pursuant to the Tender Offer, unless such U.S. Holder is an entity that is exempt from information reporting and, when required, demonstrates this fact. Any such payment to a U.S. Holder that is subject to information reporting generally will also be subject to backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by such U.S. Holder on a timely basis to the IRS.

Non-U.S. Holders

Sale of a Note Pursuant to the Tender Offer

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Subject to the discussions below under “—Information Reporting and Backup Withholding” and “—FATCA Withholding”:

(a) a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the sale of a Note pursuant to the Tender Offer, unless:

(i) such gain is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), in which event such gain generally will be subject to U.S. federal income tax in the manner described below;

(ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of such sale and certain other conditions are met, in which event such gain (net of certain U.S. source losses) generally will be subject to U.S. federal income tax at a rate of 30% (except as provided by an applicable tax treaty); or

(iii) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (x) the five-year period ending on the date of such sale and (y) such Non-U.S. Holder’s holding period with respect to such Note, and certain other conditions are met.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we presently are not, and we do not presently anticipate that we will become at the time on or before the Expiration Date, a United States real property holding corporation. However, because this determination is dependent upon a number of factors, some of which are beyond our control, including the value of our assets, there can be no assurance that we are not a United States real property holding corporation; and

(b) amounts paid to a Non-U.S. Holder pursuant to the Tender Offer, if any, attributable to accrued but unpaid interest generally will not be subject to U.S. federal withholding tax, provided that (i) such amounts are not effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder, (ii) such Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, (iii) such Non-U.S. Holder is not a controlled foreign corporation described in section 957(a) of the Code that is related to us through actual or constructive stock ownership, (iv) such Non-U.S. Holder is not a bank whose receipt of such amounts is described in section 881(c)(3)(A) of the Code and (v) the certification requirements described below are satisfied.

The certification requirements referred to in clause (b)(v) above generally will be satisfied if the Non-U.S. Holder provides the applicable withholding agent with a statement (generally on IRS Form W-8BEN or W-8BEN-E) signed under penalties of perjury, stating, among other things, that such Non-U.S. Holder is not a U.S. person. U.S. Treasury regulations provide additional rules for a Note held through one or more intermediaries or pass-through entities.

If the requirements set forth in clause (b) above are not satisfied with respect to a Non-U.S. Holder, amounts attributable to accrued but unpaid interest generally will be subject to U.S. federal withholding tax at a rate of 30%, unless another exemption is applicable. For example, an applicable tax treaty may reduce or eliminate this withholding tax if such Non-U.S. Holder provides the appropriate documentation (generally, IRS Form W-8BEN or W-8BEN-E) to the applicable withholding agent.

If a Non-U.S. Holder is engaged in the conduct of a trade or business in the United States, and if amounts attributable to accrued but unpaid interest or gain recognized on the sale of a Note pursuant to the Tender Offer are effectively connected with such trade or business, such Non-U.S. Holder generally will not be subject to U.S. federal withholding tax on such interest or gain; provided that, in the case of amounts attributable to accrued but unpaid interest, such Non-U.S. Holder provides the appropriate documentation (generally, IRS Form W-8ECI) to the applicable withholding agent. Instead, such Non-U.S. Holder generally will be subject to U.S. federal income tax

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(but not the Medicare Tax described above) on such interest or gain in substantially the same manner as a tendering U.S. Holder (except as provided by an applicable tax treaty). In addition, a Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty) on its effectively connected income for the taxable year, subject to certain adjustments.

Information Reporting and Backup Withholding

Amounts treated as payments of interest on a Note to a Non-U.S. Holder and the amount of any U.S. federal tax withheld from such payments generally will be reported to the IRS and to such Non-U.S. Holder.

The information reporting and backup withholding rules that apply to payments to a U.S. Holder pursuant to the Tender Offer generally will not apply to payments to a Non-U.S. Holder pursuant to the Tender Offer if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E) or otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability if the required information is furnished by such Non-U.S. Holder on a timely basis to the IRS.

Non-Tendering Holders

The Tender Offer is not expected to have any U.S. federal income tax consequences to Holders that do not tender their Notes.

FATCA Withholding

Under Sections 1471 to 1474 of the Code and related U.S. Treasury guidance (“FATCA”), a withholding tax of 30% will be imposed in certain circumstances on payments attributable to accrued but unpaid interest on the Notes. In the case of payments made to a “foreign financial institution” (such as a bank, a broker, an investment fund or, in certain cases, a holding company), as a beneficial owner or as an intermediary, this tax generally will be imposed, subject to certain exceptions, unless such institution (i) has agreed to (and does) comply with the requirements of an agreement with the United States (an “FFI Agreement”) or (ii) is required by (and does comply with) applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction (an “IGA”) to, among other things, collect and provide to the U.S. tax authorities or other relevant tax authorities certain information regarding U.S. account holders of such institution and, in either case, such institution provides the withholding agent with a certification as to its FATCA status. In the case of payments made to a foreign entity that is not a financial institution (as a beneficial owner), the tax generally will be imposed, subject to certain exceptions, unless such entity provides the withholding agent with a certification as to its FATCA status and, in certain cases, identifies any “substantial” U.S. owner (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity). If a Note is held through a foreign financial institution that has agreed to comply with the requirements of an FFI Agreement or is subject to similar requirements under applicable foreign law enacted in connection with an IGA, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold tax on payments made to (a) a person (including an individual) that fails to provide any required information or documentation or (b) a foreign financial institution that has not agreed to comply with the requirements of an FFI Agreement and is not subject to similar requirements under applicable foreign law enacted in connection with an IGA.

Each Holder should consult its tax advisor regarding the application of FATCA to a Note.

THE DEALER MANAGER, THE DEPOSITARY AND THE INFORMATION AGENT

The Company has retained J.P. Morgan Securities LLC to act as the Dealer Manager, and D.F. King & Co., Inc. to act as the Depositary and Information Agent, for the Tender Offer.  The Dealer Manager will perform services

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customarily provided by investment banking firms acting as Dealer Managers of tender offers of a like nature, including, but not limited to, soliciting tenders of Notes pursuant to the Tender Offer and communicating generally regarding the Tender Offer with banks, brokers, custodians, Nominees and other persons, including Holders of Notes.  The Company has agreed to pay the Dealer Manager and the Depositary and Information Agent customary fees for their services in connection with the Tender Offer.  In addition, the Company has agreed to reimburse the Dealer Manager for its reasonable out-of-pocket expenses.  The Company has agreed to indemnify the Dealer Manager against certain liabilities that may arise in connection with the Tender Offer, including certain liabilities under the federal securities laws or to contribute to payments the Dealer Manager may be required to make in respect of those liabilities.

At any given time, the Dealer Manager may trade Notes or other securities of the Company for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the Notes or such other securities.

The Dealer Manager or its affiliates have provided in the past, and may provide in the future, financial, advisory, investment banking, lending and commercial banking services to the Company and its subsidiaries, for which it has received and will receive customary fees and commissions.  The Dealer Manager may also from time to time hold Notes, shares of the Company’s common stock and other securities issued by the Company, and, to the extent it owns Notes at the time of the Tender Offer, the Dealer Manager may tender these Notes.  If applicable, the Dealer Manager may also tender Notes on behalf of other Holders of Notes.  Subject to applicable law, during the course of the Tender Offer, the Dealer Manager may trade shares of the Company’s common stock and other securities issued by the Company for its own account or the accounts of its customers.  As a result, the Dealer Manager may hold long or short positions in the Company’s common stock and other securities issued by the Company.

None of the Dealer Manager or the Depositary and Information Agent assumes any responsibility for the accuracy or completeness of the information concerning the Tender Offer or the Company contained in this Offer to Purchase or related documents or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information.

The Company’s officers and employees (who will not be specifically compensated for such services), the Dealer Manager and the Depositary and Information Agent may contact Holders regarding the Tender Offer and may request brokers, dealers and other nominees to forward this Offer to Purchase and related materials to beneficial owners of Notes.  The Company will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Offer to Purchase and related documents to the beneficial owners of the Notes and in handling or forwarding tenders of Notes by their customers.

The expenses of soliciting tenders of the Notes will be borne by the Company.  Tendering Holders of Notes will not be required to pay any fee or commission to the Dealer Manager.  However, if a tendering Holder handles the transaction through its broker, dealer, commercial bank, trust company or other custodial entity, such Holder may be required to pay brokerage fees or commissions of that entity.

MISCELLANEOUS

The Company is not aware of any state where the making of the Tender Offer is not in compliance with the laws of such state.  If the Company becomes aware of any state where the making of the Tender Offer would not be in compliance with such laws, the Company will make a good faith effort to comply with any such state laws or may seek to have such state laws declared inapplicable to the Tender Offer.  If, after such good faith effort, the Company cannot comply with any such applicable state laws, the Tender Offer will not be made to the Holders residing in each such state.

In order to tender Notes, a Holder should send or deliver any required documents to the Depositary at one of its addresses set forth below or tender pursuant to DTC’s ATOP.  Questions or requests for assistance relating to the procedures for tendering Notes or for additional copies of the Offer to Purchase may be directed to the Information Agent at its telephone number and address set forth below.

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The Depositary for the Tender Offer is: D.F. King & Co., Inc.   By facsimile: (For Eligible Institutions only) (212) 709-3328 Confirmation: (212) 269-5552   By Mail, Overnight Courier or Hand: 48 Wall Street New York, New York 10005 Attn: Andrew Beck Facsimile: (212) 709-3328 The Information Agent for the Tender Offer is: D.F. King & Co., Inc.   48 Wall Street New York, New York 10005 Banks and Brokers call: (212) 269-5550 Toll free: (866) 796-3441 Email: nii@dfking.com

Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to the Dealer Manager at the telephone number and address set forth below.  You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Tender Offer or requests for additional copies of the Offer to Purchase.

The Dealer Manager for the Tender Offer is:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Telephone No.: (800) 261-5767

Facsimile: (212) 270-1063

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