8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): February 15, 2010

NII HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

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 1.01. Entry into a Material Definitive Agreement.

     On February 15, 2010, NII Holdings, Inc. (the “Company”), Grupo Televisa, S.A.B., a Mexican corporation (“Televisa”) and the Company’s wholly-owned subsidiaries, Comunicaciones Nextel de Mexico, S.A. de C.V., a Mexican corporation (“Nextel Mexico”), and Nextel International (Uruguay), LLC, a Delaware limited liability company, entered into an Investment and Securities Subscription Agreement (the “Investment Agreement”) pursuant to which Televisa will acquire a 30% equity interest in Nextel Mexico for an aggregate purchase price of $1.44 billion. In the Investment Agreement, the parties agreed to form a consortium to participate together in an auction of licenses authorizing the use of certain frequency bands for wireless communication services in Mexico to be conducted by Comisión Federal de Telecomunicaciones in Mexico in the first half of 2010. Completion of the transactions contemplated by the Investment Agreement including the acquisition by Televisa of the equity interest is conditioned upon, among other things, the consortium’s success in acquiring spectrum in the auction.

Investment Agreement

     The Investment Agreement provides that Televisa will invest $1.44 billion to acquire a 30% equity interest in Nextel Mexico with $1.14 billion of the investment payable at closing and the remaining $300 million payable in three $100 million installments due on the first, second and third anniversaries of closing. Televisa’s stake in Nextel Mexico will increase from an initial level of 25.3% to 30% as the installments are paid.

     The Investment Agreement also gives Televisa an option to purchase an additional 7.5% equity interest in Nextel Mexico (the “Option”) for an exercise price equal to the fair market value of Nextel Mexico at the time the Option is exercised. For this and other purposes in the Investment Agreement, fair market value is determined based on the agreement of the parties or if no agreement can be reached, by an appraisal process set forth in the Investment Agreement. The Option may only be exercised by Televisa, in whole and not in part, within a period beginning 15 business days before, and ending 15 business days following, the third and fourth anniversaries of the closing.

     The Investment Agreement provides that Televisa will be entitled to appoint two of six members of Nextel Mexico’s board of directors and to proportionate representation on any board committees. The Investment Agreement also requires at least one of the directors appointed by Televisa approve certain actions, including approval of annual business plans and budgets, other significant matters not contemplated in the annual budget, material agreements, transactions between Nextel Mexico and its affiliates, significant acquisitions and dispositions, changes to dividend policies, amendments to any governing documents and other specified significant corporate events. These rights terminate if Televisa has sold a specified percentage of its equity interest in Nextel Mexico, and are generally not transferrable other than in connection with a transfer of all of Televisa’s equity interest.

     The Investment Agreement provides that Televisa may not transfer its equity interests in Nextel Mexico for a period of three years other than to specified permitted transferees. Subsequent transfers by Televisa, and specified significant transfers of the Company’s interest in

Nextel Mexico are subject to rights of first refusal in favor of the other party, which permit the other party to match the purchase terms offered by a third party.

     The Company, Nextel Mexico and Televisa also hold certain rights under the Investment Agreement that allow Televisa to require the Company to purchase Televisa’s equity interest and allow the Company to require Televisa to sell its equity interest to the Company. These rights can be triggered if the parties reach an impasse with respect to specified matters that require both parties’ approval and upon the occurrence of a change of control of either party. For example, Televisa may require the Company or its designee to purchase all of Televisa’s interest in Nextel Mexico in the event of a change of control of the Company or if the parties cannot agree on certain key decisions that require both parties’ approval (a “deadlock event”). Similarly, the Company has the right to purchase all of Televisa’s interest in Nextel Mexico in the event of a change of control of Televisa or a deadlock event. If the rights are exercised, the Company is required to purchase Televisa’s equity interest in Nextel Mexico for a price equal to its fair market value.

     The Investment Agreement also grants Televisa specified liquidity opportunities with respect to its equity interest in Nextel Mexico. Beginning on the third anniversary of closing and on each anniversary thereafter, Televisa will have liquidity put rights that, if exercised, will require the Company to purchase up to 33.3% of Televisa’s initial interest in Nextel Mexico (a “Liquidity Put Right”). Each Liquidity Put Right may only be exercised within a period beginning 30 days prior to, and ending 30 days following, the applicable anniversary of the closing.

     If the put or call rights are exercised because of an impasse related to a significant acquisition, disposition, merger or strategic alliance, the put or call price will be paid in cash. Upon the exercise of any liquidity puts, the consideration paid to purchase Televisa’s equity interests will be at least 50% in the form of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with the balance in cash or Common Stock as elected by the Company. Other puts or calls must be paid at least half in cash, with the balance in cash or Common Stock at the Company’s election. Any shares of Common Stock issued and delivered by the Company under the Investment Agreement to satisfy its purchase obligations will be valued based on the average closing price of the Common Stock for the prior 10 trading days. To comply with the NASDAQ Marketplace rules, the aggregate number of shares of Common Stock that may be issued and delivered to Televisa pursuant to the Investment Agreement will be limited to 19.99% of the outstanding shares of Common Stock on the trading day immediately prior to closing, unless stockholder approval is obtained. The Company has agreed to seek stockholder approval to allow the issuance of shares of Common Stock in excess of this limit. Assuming the transactions contemplated by the Investment Agreement are completed in 2010, the Company expects to seek this required stockholder approval at its annual meeting to be held in 2011.

     The Company has also agreed to enter into a registration rights agreement with respect to Common Stock that may be issued to Televisa under the Investment Agreement. Under the registration rights agreement the Company will be required to file a shelf registration statement under the Securities Act with the SEC when it delivers shares of its Common Stock to Televisa in connection with puts and calls under the Investment Agreement. In addition, under certain

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circumstances, Televisa would be granted piggyback registration rights. The registration rights agreement will contain customary indemnification provisions.

     The Investment Agreement includes other customary provisions, including a right of Televisa to participate on a prorated basis in certain sales by the Company of its interest in Nextel Mexico to an independent third party and the right of the Company under certain circumstances to compel Televisa to sell its interest in Nextel Mexico if the Company is selling its entire interest in Nextel Mexico.

     Pursuant to the terms of the Investment Agreement, Televisa has agreed to be bound by certain standstill provisions with respect to transactions involving the Company’s Common Stock and certain corporate governance matters for six months after the later of (i) the date when Televisa no longer beneficially owns 5% of the then-outstanding Common Stock and (ii) the date on which Televisa no longer has certain approval rights under the Investment Agreement.

     The securities to be issued to Televisa pursuant to the Investment Agreement, including the shares of Common Stock to be issued to satisfy the Company’s purchase obligations as described above, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance and sale of securities is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof. Televisa has represented that it is an “accredited investor” as defined in Regulation D and made certain other investment representations. The Company has not engaged in any general solicitation or advertising with regard to the issuance and sale of the securities and has not offered securities to the public in connection with this issuance and sale. The securities will include legends restricting transfer other than pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from registration.

     A copy of the Investment Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ending March 31, 2010, to be filed by the Company with the Securities and Exchange Commission (“SEC”).

SAFE HARBOR

     This report includes forward-looking statements regarding the proposed investment, auction participation and related transactions that are not historical or current facts and deal with potential future circumstances and developments and whether and when an investment may be consummated. Risks and uncertainties that could affect the forward-looking statements in this release include: the failure to successfully close the transactions contemplated by the investment agreement including due to a failure to successfully obtain spectrum in the upcoming spectrum auctions in Mexico or the failure to meet other closing conditions and the additional risks and uncertainties that are described in NII Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008, NII Holdings’ Current Report on Form 8-K that was filed on August 5, 2009 and, when filed, our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as in other reports filed from time to time by NII Holdings with the Securities

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and Exchange Commission. This report speaks only as of its date, and NII Holdings disclaims any duty to update the information herein except as required by law.

Item 3.02. Unregistered Sales of Equity Securities.

     The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

Item 7.01. Regulation FD Disclosure.

     On February 15, 2010, the Company issued a press release announcing that it had entered into the Investment Agreement. A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated February 15, 2010

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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.
By:	/s/ Gary D. Begeman
	Gary D. Begeman
	Vice President, General Counsel and Secretary

Date: February 16, 2010

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated February 15, 2010

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EX-99.1

Exhibit 99.1

NII HOLDINGS AND TELEVISA AGREE TO TELEVISA
INVESTMENT IN NEXTEL MEXICO

• Alliance positions NII Holdings and Televisa to provide new and innovative services and bundled service offerings to customers in Mexico

RESTON, Va and Mexico City, Mexico. — February 15, 2010 — NII Holdings, Inc. [NASDAQ: NIHD] and Grupo Televisa, S.A.B. [NYSE: TV] today announced that they have signed a definitive agreement under which Televisa will acquire an equity stake in NII Holding’s operating subsidiary in Mexico, Comunicaciones Nextel de Mexico, S.A. de C.V. Under the agreement, Televisa will invest $1.440 billion in cash for an initial 30% equity stake in Nextel Mexico, which reflects an implied pre-investment value of Nextel Mexico of $4.3 billion. Televisa will also be granted an option to acquire an additional 7.5% equity interest in Nextel Mexico that will be exercisable on either the 3^rd or 4^th anniversary of the completion of the initial investment. NII Holdings will continue to hold the remaining equity interests in Nextel Mexico and Nextel Mexico’s proven management team led by Peter Foyo will continue to manage the wireless operation.

The combination of Nextel Mexico’s differentiated wireless services and capabilities and Televisa’s market leading programming, content and multiple distribution channels, and the resources of its cable and satellite television businesses, will position the new venture to support a wide range of innovative telecommunications and media services. These new service offerings could include the first quadruple play of converged services including wireless, television, broadband data, and fixed voice services as well as innovative converged services designed to meet the needs of small and medium sized businesses, large enterprises as well as consumers. These offerings would build upon the unique capabilities of both companies and would further enhance Televisa and Nextel as the premier brands in pay television and wireless services in Mexico.

“We are thrilled to be moving forward with this exciting joint venture with Televisa, both because of the new opportunities it will create for our wireless business in Mexico and because of its potential to transform our business for the future,” said Steve Dussek, Chief Executive Officer of NII Holdings. “We believe that the powerful combination of NII’s expertise in the wireless communications business and Televisa’s extensive offerings as a market leader in broadcast media services, programming and content, broadband data, and fixed telephony, will create a first of its kind opportunity to provide customers in Mexico the broadest selection of high quality communications and media products and services. Televisa’s investment in Nextel Mexico is proof of the value that our team in Mexico has created and will position Nextel Mexico to pursue its plans to acquire spectrum in the upcoming auctions and, if we are successful, to develop and deploy 3G network capabilities, all with a goal of continuing our profitable growth strategy in the future,” he added.

“The combined strength of our brands, products and services, and people creates a new force in the telecommunication and media industry in Mexico,” said Peter Foyo, President of Nextel

Mexico. “I am proud to be working with our new partner Televisa — one of the most respected media and communications companies in the world — to lead the broadband revolution and bring the highest quality, cost effective services to the people of Mexico. Together with the skills and talents of our combined organizations, we will strive to accomplish this goal,” he added.

“With this partnership, we are accessing a platform with an experienced management team and a solid track record in the Mexican telecommunications industry,” said Emilio Azcárraga Jean, Chairman and Chief Executive Officer of Grupo Televisa. “There are significant synergies between Nextel Mexico’s wireless offerings and our extensive base of pay TV subscribers. With this venture we will be able to offer to our customer base the first quadruple play in Mexico, which paves the way for a successful integrated media and telecom strategy. In addition, with the various Televisa properties, Nextel Mexico will have access to an unparalleled media and marketing platform.”

Key Elements of the Transaction

• Televisa will acquire a 30% equity stake in Nextel Mexico for US$1.44 billion

• Implies a pre-investment value of Nextel Mexico of $4.3 billion

• Initial investment of $1.14 billion with the remaining investment made in three equal annual installments

• Televisa is granted an option to acquire an additional 7.5% equity stake in Nextel Mexico on either the 3^rd or 4^th anniversary of closing of the initial investment, for an exercise price based on the fair market value of Nextel Mexico on those dates

• Televisa is granted the right to appoint 2 of 6 Nextel Mexico board members as well as special approval rights for specified significant decisions, transactions and corporate events

• NII Holdings retains 70% of the equity in Nextel Mexico and will appoint the remaining four Nextel Mexico board members

• Investment Agreement provides for the negotiation of commercial arrangements between Nextel Mexico and Televisa and its affiliates to develop and offer new and innovative value added services and service bundles that capitalize on Televisa’s extensive programming and media content, distribution channels, backbone and backhaul network assets, and Nextel Mexico’s extensive wireless network infrastructure and expertise in operating wireless networks.

Televisa’s investment and the other transactions contemplated by the investment agreement are conditioned upon the Nextel/Televisa consortium being awarded licenses to use specified amounts of spectrum in the upcoming spectrum auctions in Mexico and other customary closing conditions.

Conference Call Information

Executives from NII Holdings and Televisa will each host conference calls to discuss this announcement.

NII Holdings will host its conference call on Tuesday, February 16, 2010 at 8:30 a.m. EDT. The call in numbers are: Domestic 866 730.5764 or International +1 857 350.1588. The conference call passcode is 13546277. The call will be available for replay shortly after the conclusion of the call. The replay numbers are as follows: Domestic 888-286-8010 and International +1 617-801-6888 pass-code 12525491.

Grupo Televisa will host a conference call at 10:00 a.m. Eastern Time on Tuesday, February 16, 2010 to discuss the agreement. To access the conference call, dial 800 322 9079 domestic and 973 582 2717 internationally. A replay of the call will be available until midnight Tuesday, February 23, 2010 at 800 642 1687 domestically and 706 645 9291 internationally. The conference ID number for the conference call, as well as for the replay, is 57445561.

About NII Holdings, Inc.

NII Holdings, Inc., a publicly held company based in Reston, Va., is a leading provider of mobile communications for business customers in Latin America. NII Holdings, Inc. has operations in Mexico, Brazil, Argentina, Peru and Chile offering a fully integrated wireless communications tool with digital cellular voice services, data services, wireless Internet access and Nextel Direct Connect® and International Direct Connect^TM, a digital two-way radio feature. NII Holdings, Inc., a Fortune 1000 company, trades on the NASDAQ market under the symbol NIHD and is a member of the NASDAQ 100 Index. Visit the Company’s website at http://www.nii.com.

Nextel, the Nextel logo, and Nextel Direct Connect are trademarks and/or service marks of Nextel Communications, Inc.

About Televisa S.A.B

Grupo Televisa S.A.B. is the largest media company in the Spanish-speaking world and a major participant in the international entertainment business. It has interests in television production and broadcasting, production of pay-television networks, international distribution of television programming, direct-to-home satellite services, cable television and telecommunication services, magazine publishing and publishing distribution, radio production and broadcasting, professional sports and live entertainment, feature-film production and distribution, the operation of a horizontal internet portal, and gaming. Grupo Televisa also owns an unconsolidated equity stake in La Sexta, a free-to-air television venture in Spain.

Televisa S.A.B.	NII Holdings Inc.
Av. Vasco de Quiroga 2000	1875 Explorer Street, Suite 1000
Col. Santa Fe CP. 01210	Reston, VA. 20190
http://www.televisa.com	(703) 390-5100
	http://www.nii.com
Investor Relations:
Carlos Madrazo	Investor Relations:

María José Cevallos	Tim Perrott
(5255) 5261-2445	(703) 390-5113
ir@televisa.com.mx	tim.perrott@nii.com
http://www.televisair.com
Media Relations:	Media Relations:
Manuel Compeán	Claudia E. Restrepo
(5255) 5728 3815	(786)251-7020
mcompean@televisa.com.mx	claudia.restrepo@nii.com

SAFE HARBOR

This news release includes “forward-looking statements” regarding the proposed business venture, investment, auction participation, future service offerings, business outlook and future performance, as well as other statements that are not historical or current facts and deal with potential future circumstances and developments. Forward-looking statements are qualified by the inherent risk and uncertainties surrounding future expectations generally and may materially differ from actual future experience. Risks and uncertainties that could affect the forward-looking statements in this release include: the failure to successfully close the transactions contemplated by the investment agreement, including due to a failure to obtain the necessary spectrum in the upcoming auctions or the failure to meet other closing conditions; inability to reach agreements on other commercial arrangements; inability to realize operational efficiencies; unexpected costs or liabilities; the impact of more intense competitive conditions and changes in economic conditions in the Mexican telecommunications market; the impact on our financial results, and potential reductions in the recorded value of our assets, that may result from fluctuations in foreign currency exchange rates and, in particular, fluctuations in the relative values of the currencies of the countries in which we operate compared to the U.S. dollar; the risk that our network technologies will not perform properly or support the services our customers want or need, including the risk that technology developments to support our services will not be timely delivered; the risk that customers in the markets we serve will not find our services attractive; and the additional risks and uncertainties that are described from time to time in NII Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008, NII Holdings’ Current Report on Form 8-k that was filed on August 5, 2009 and, when filed, our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as in other reports filed from time to time by NII Holdings with the Securities and Exchange Commission. This press release speaks only as of its date, and NII Holdings disclaims any duty to update the information herein, except as required by law.