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): October 18, 2010

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-32421	91-1671412
(State or other jurisdiction	(Commission File Number)	(IRS 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 1.02 Termination of Material Definitive Agreement.

          On October 18, 2010 (the “Effective Date”), NII Holdings, Inc., a Delaware corporation (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 a Termination and Release Agreement (the “Termination Agreement”), pursuant to which the parties have agreed to terminate, as of the Effective Date, the Investment and Securities Subscription Agreement entered into on February 15, 2010 by and among the parties to the Termination Agreement (the “Investment Agreement”). The Investment Agreement provided for, among other things, the acquisition by Televisa of a 30% equity interest in Nextel Mexico for an aggregate purchase price of $1.44 billion. In the Investment Agreement, the parties agreed, among other things, 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. A description of additional material terms and conditions of the Investment Agreement is contained in the Current Report on Form 8-K filed by the Company on February 16, 2010.

          The Termination Agreement provides that all rights and obligations under the Investment Agreement are terminated and the parties are released from claims with respect to the Investment Agreement and related agreements. The Termination Agreement also provides that the parties have certain ongoing confidentiality and procedural obligations, and the Company has agreed to provide indemnification relating to, among other things, certain claims relating to the spectrum auction in Mexico and the related grant of a spectrum concession to a subsidiary of Nextel Mexico. The parties have agreed to continue to discuss the potentiality of entering into commercial arrangements.

          The decision to terminate the Investment Agreement stems from the parties’ differences in views on the regulatory and other risks associated with the investment and their inability to reach agreement on modifications to the Investment Agreement that would address those risks. The Company also believes that Televisa’s decision to terminate the Investment Agreement was influenced, in part, by a change in Televisa’s strategic priorities including a decision to concentrate on opportunities directly related to its existing core businesses. Based on these factors, the Company determined that its interests would be better served by maintaining its independence in order to focus on the opportunities of its wireless strategy in Mexico, including the deployment of its third generation (3G) network across Mexico supported by the concession relating to 30 MHz in the AWS spectrum [1710-1770/2110-2170 MHz] granted to a subsidiary of Nextel Mexico on October 1, 2010, while continuing to pursue the potential benefits of the commercial arrangements with Televisa.

SAFE HARBOR

     This report includes forward-looking statements regarding the commercial agreements, 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 report include: the inability to reach agreements on commercial arrangements; inability to realize operational efficiencies; unexpected costs or liabilities; unexpected results of litigation; the impact of more intense competitive conditions and changes in economic conditions in the Mexican telecommunications market; the impact on the Company’s financial results, and potential reductions in the recorded value

of its 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 the Company operates compared to the U.S. dollar; the risk that the Company’s network technologies will not perform properly or support the services its customers want or need, including the risk that technology developments to support its services will not be timely delivered; the risk that customers in the markets the Company serves will not find its services attractive; and the additional risks and uncertainties that are described from time to time in the Company’s 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 the Company with the Securities and Exchange Commission. This report speaks only as of its date, and the Company disclaims any duty to update the information herein, except as required by law.

Item 7.01 Regulation FD Disclosure.

     On October 18, 2010, the Company issued a press release announcing the termination of 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 October 18, 2010.

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: October 18, 2010	By:	/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 18, 2010.

EX-99.1

Exhibit 99.1

TELEVISA AND NII HOLDINGS MUTUALLY AGREE TO
TERMINATE INVESTMENT AGREEMENT

RESTON, Va and Mexico City, Mexico. — October 18, 2010 — NII Holdings, Inc. [NASDAQ: NIHD] and Grupo Televisa, S.A.B. [“Televisa”, BMV:TLEVISA CPO; NYSE: TV] today announced that they have mutually agreed to terminate the previously announced Investment and Securities Subscription Agreement dated as of February 15, 2010, pursuant to which Grupo Televisa would have acquired an equity stake in Nextel Mexico.

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^SM, a digital two-way radio feature. NII Holdings, Inc., a Fortune 500 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 based on its market capitalization 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 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.

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Televisa S.A.B.
Av. Vasco de Quiroga 2000
Col. Santa Fe CP. 01210
http://www.televisa.com

Investor Relations:
Carlos Madrazo
María José Cevallos
(5255) 5261-2445
ir@televisa.com.mx
http://www.televisair.com

Media Relations:
Manuel Compeán
(5255) 5728 3815
mcompean@televisa.com.mx

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

http://www.nii.com

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

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

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