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): March 24, 2011

NII HOLDINGS, INC.

(Exact name of registrant as specified in its 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:

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 March 24, 2011, NII Holdings, Inc. (the “Company”) issued a press release announcing the pricing of the public offering of senior notes issued by its wholly owned subsidiary, NII Capital Corp., and guaranteed by the Company and certain of its 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 March 24, 2011.

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: March 24, 2011	By:	/s/ Shana C. Smith
		Shana C. Smith
		Corporate Counsel, Securities and Assistant Secretary

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated March 24, 2011.

EX-99.1

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 Pricing of Senior Notes

     RESTON, VA — March 24, 2011 — NII Holdings, Inc. (Nasdaq: NIHD) today announced the pricing of the offering, through its wholly owned subsidiary NII Capital Corp., of $750 million principal amount of 7.625% Senior Notes due 2021. The issue price to the public is 100% of the principal amount of the notes. The size of the offering was increased from the previously announced $500 million to $750 million. The sale of the notes is expected to close on or about March 29, 2011. The notes will be issued by NII Capital Corp. and guaranteed by NII Holdings and certain of NII Holdings’ other United States subsidiaries.

     Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated are acting as joint book-running managers for the notes offering.

     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. A registration statement on Form S-3, File No. 333-173029, relating to the notes has been filed with the Securities and Exchange Commission (“SEC”) and became effective upon filing. The offering will be made only by means of a prospectus. A copy of the prospectus for the offering may be obtained from the SEC’s website at www.sec.gov. Alternatively, the underwriters will arrange to send you the prospectus upon request to Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, fax: (212) 902-9316, email: prospectus-ny@ny.email.gs.com.

About NII Holdings

     NII Holdings a publicly held company based in Reston, Va., is a leading provider of mobile communications for business customers in Latin America. NII Holdings 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.

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 complete the sale of the notes.

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