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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): August 7, 2009

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-32421	91-1671412
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1875 Explorer Street, Suite 1000
Reston, Virginia		20190
(Address of principal executive offices)		(Zip Code)

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

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

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

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

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

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

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

Item 8.01. Other Events.

On August 7, 2009, we issued a press release, pursuant to Rule 135c under the Securities Act of 1933, as amended, that announced a proposed private offering of senior notes issued by our wholly owned subsidiary, NII Capital Corp. and guaranteed by us and our other United States subsidiaries. A copy of the press release is being filed as an exhibit to this report and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release dated August 7, 2009.

SIGNATURES

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


	NII HOLDINGS, INC. (Registrant)
Dated: August 7, 2009	By:	/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President and General Counsel

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated August 7, 2009.

Exhibit 99.1

PRESS RELEASE

NII Holdings, Inc.
1875 Explorer Street, Suite 1000
Reston, Va. 20190
(703) 390-5100

Contacts:
Investor Relations: Tim Perrott
(703) 390-5113
tim.perrott@nii.com

Media Relations: Claudia E. Restrepo
(786) 251-7020
claudia.restrepo@nii.com

NII Holdings Announces Proposed Offering of Senior Notes

RESTON, VA, August 7, 2009 — NII Holdings, Inc. (Nasdaq: NIHD) today announced its intention to offer, through its wholly owned subsidiary NII Capital Corp., approximately $500 million principal amount of senior notes due 2016, to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions pursuant to Regulation S under the Securities Act. The notes will be issued by NII Capital Corp. and guaranteed by NII Holdings and all of NII Holdings’ other United States subsidiaries.

NII intends to use the net proceeds from the notes offering for general corporate purposes, which may include, without limitation, expansion of its existing network, either through capital expenditures for internal expansion or acquisitions of other operators, the acquisition of telecommunications spectrum licenses or other assets, the deployment of new network technologies, the refinancing, repayment or repurchase of outstanding indebtedness, or other purposes.

The notes being offered have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology, including “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” and “forecast,” or other similar words. Statements contained in this press release are based upon information presently available to us and assumptions that we believe to be reasonable. We are not assuming any duty to update this information should those facts change or should we no longer believe the assumptions to be reasonable. These statements are subject to risks and uncertainties, including without limitation, general market conditions, the market for the company’s securities, the performance of the company’s business and other risks detailed from time-to-time in the company’s filings with the Securities and Exchange Commission. There is no assurance that NII Holdings, Inc. will offer the notes or on what terms.