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): December 16, 2013

___________

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:

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

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

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

240.14d-2(b))

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

240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2013, NII Holdings, Inc. (the “Company”) announced that, effective immediately, Peter Foyo will be appointed Executive Vice President, Business Development of the Company and will no longer serve as the President of Nextel Mexico, the Company's Mexican operating subsidiary.

In connection with Mr. Foyo's appointment to his new position, the Company entered into an Offer Letter (the "Offer Letter") with Mr. Foyo, dated as of December 16, 2013. For his services as Executive Vice President, Business Development, Mr. Foyo will continue to receive an annual salary of $535,829 and continue to be eligible for an annual incentive bonus with a target annual cash bonus of 60% of his annual salary and a target annual long-term equity grant commensurate with his position. Pursuant to the terms of the Offer Letter, if Mr. Foyo is terminated by the Company before March 31, 2015 in a manner that would result in compensatory benefits pursuant to the Company’s Severance Plan or if he elects to terminate his employment with the Company before March 31, 2014, Mr. Foyo would be entitled to receive a lump sum gross payment of $1,100,000. The Offer Letter supersedes the Employment Letter Agreement, dated April 29, 2011, between the Company and Mr. Foyo. A copy of the Offer Letter is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

John McMahon, in addition to continuing as the Company's President, Argentina and Chile, will serve as Interim President, Nextel Mexico until the Company names a successor to Mr. Foyo.

The full text of the Company's press release announcing the matters described herein is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Offer Letter dated December 16, 2013
99.1	Press Release dated December 16, 2013

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: December 19, 2013	By: /s/ SHANA C. SMITH
	Shana C. Smith
	Vice President and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Offer Letter dated December 16, 2013
99.1	Press Release dated December 16, 2013

EX-10.1

Exhibit 10.1

[NII Holdings, Inc. Letterhead]

December 16, 2013

Peter Foyo

Paseo Tamarindos No.-Piso 29

Colonia Bosques de las Lomas

Delegacion Cuajimalpa

Mexico, D.F.

C.P. 05120

Dear Peter:

Following up on our discussions regarding your new role with NII Holdings, Inc., (the “Company”) it is my pleasure to confirm our offer of employment as Executive Vice President, Business Development, reporting tothe Chief Executive Officer of the Company, and permanently based at the Company’s corporate headquarters in Reston, Virginia. As we discussed, you will begin making the transition to this new role effective immediately and your relocation is expected to be completed on or before March 31, 2014 as outlined below and subject to the voluntary termination of your employment with Servicios de Radiocommunicacion Movil de Mexico S. de R.L. de C.V.

This Agreement supersedes any and all prior written or oral agreements or understandings concerning your employment, compensation, expatriation, relocation or other fees the Company agreed to pay to you or on your behalf, including without limitation pursuant to the letter agreement between you and the Company dated April 29, 2011, with the exception of the Non-Competition and Confidentiality agreement, which you signed on March 29, 2006 and which will remain in effect.

Your base salary will be $44,652.42 per month ($535,829 if annualized), paid semi-monthly over twenty-four pay periods. This salary starts on the date of your acceptance of this agreement. You are expected to be available to consult with the Chief Executive Officer from the date of acceptance this offer letter through March 31, 2014, but you will have until March 31, 2014 to relocate to Reston, Virginia. It is expected that your official start date at the Company’s Reston office will be Monday, March 31, 2014.

Your position is eligible for an annual bonus of 60% of your base salary, consistent with the plan guidelines. You will not be eligible for this bonus incentive during your transition, but you will be eligible for the bonus program starting on April 1, 2014. Accordingly, any award under the bonus program for 2014 will be prorated to reflect that you are not eligible during the transition period. This bonus is discretionary and based on the consolidated results of the Company. You will also be eligible to be considered for a grant of additional long term equity incentive compensation in connection with the annual equity grant program for 2014 to the extent that the Company’s Board of Directors elects to make such grants. Your position is exempt which means you are not eligible for overtime.

To help with your relocation to this area, the Company will provide you with relocation assistance consistent with the Company’s relocation policy up to $75,000 as long as you agree to relocate and leave Mexico before February 28, 2014.

In connection with your repatriation to the U.S., and to ensure that tax is paid as and when required, the Company has retained international tax consultants to assist in the preparation and filing of U.S. federal and state (if applicable) income tax returns. They will also provide assistance for your income tax return in Mexico consistent with the support you received while you served as President of Nextel Mexico. Only the consultants designated may be used. You are eligible for assistance with the preparation of your U.S. and Mexican annual tax returns for the year ended December 31, 2013, as well as tax equalization reimbursement for the year ended December 31, 2013 for U.S. and foreign taxes incurred on your total compensation in excess of the U.S. tax that would have been incurred on the base salary had you remained in the United States during the year ended December 31, 2013. You are also eligible for up to two additional consultations upon your return to the U.S. Penalties and interest owing or preparation of amended returns, together with incremental consultant’s fees that result from failure to comply with the established procedure, may result in the Company charging you with these amounts. Similarly, the Company will take measures as are required to ensure you do not suffer, if upon final return and through no fault of your own, you find you have been charged with double taxation on your Company-earned income and benefits while assigned to the foreign assignment location.

The Company’s current benefits program for its U.S. based employees is a comprehensive package that includes health (medical, dental, and vision), short and long term income maintenance protection (disability), and capital accumulation (401(k)) plans. In addition, benefits include a Severance Plan and, for someone at your level, a Change in Control Severance Plan. In addition, subject to the voluntary termination of your employment with Servicios de Radiocommunicacion Movil de Mexico S. de R.L. de C.V. pursuant to article 53 of the Mexican Federal Labor Law on this date, then (a) should you be terminated by the Company between the date of your acceptance of this offer letter and March 31, 2015 in a manner that would result in compensatory benefits pursuant to the Company’s Severance Plan, you will, in lieu of the benefits otherwise to be received under that plan, be provided with a lump sum gross payment of $1,100,000 or (b) should you elect to terminate your employment with the Company between the date of your acceptance of this offer letter and March 31, 2014, you will be entitled to a lump sum gross payment of $1,100,000. The payment of the agreed lump sum amounts as provided in clauses (a) or (b) of the preceding sentence will be subject to applicable withholding amounts and to your execution of the Company’s release agreement. Please feel free to contact me should you have any questions prior to employment regarding these benefits.

Employment at the Company is “at will” and for no definite period of time. Either the Company or its employees may terminate employment at any time, with or without notice and for any reason or for no reason.

The Company is a leader in the fast moving wireless communication industry, and I sincerely believe that this position will offer you a challenging opportunity. Should you have any additional questions, please do not hesitate to call me.

Sincerely,    

/s/ Steven Shindler

Steven Shindler                

Chief Executive Officer

December 16, 2013                

I accept the offer and agree to its terms.

/s/ Peter Foyo

Peter Foyo

December 16, 2013

EX-99.1

Exhibit 99.1

NII HOLDINGS ANNOUNCES CHANGES TO EXECUTIVE MANAGEMENT TEAM

RESTON, Va. - December 16, 2013 - NII Holdings, Inc. [NASDAQ: NIHD], a provider of differentiated mobile communication services operating under the Nextel brand in Latin America, today, announced changes to its management team, effective immediately. Peter Foyo, formerly President of Nextel Mexico, will become Executive Vice President of Business Development for NII Holdings, based at the company’s headquarters in Reston, Virginia. John McMahon will act as Interim President of Nextel Mexico while the company conducts a search for a permanent replacement for Mr. Foyo. Mr. McMahon will also continue in his current role as Executive Vice President, Southern Cone, responsible for the company’s operations in Argentina and Chile. In addition, David Truzinski, currently Chief Information Officer, will take on the additional role of Chief Digital Officer of the company where he will be responsible for developing strategies to enhance its customers’ digital experience and allow the company to engage with its customers more effectively across the digital landscape.

"The changes we are making to our management team are all part of our broader strategy to position our company to drive profitable growth," said Mr. Shindler, Chief Executive Officer of NII Holdings. "Peter Foyo has been a key leader in our business, running the Mexico operation for 15 years and building the business from a start-up operation, to one that serves over 3.5 million subscribers and generates approximately $2 billion in annual revenues. I look forward to working with Peter to help us identify and pursue new opportunities that support our growth strategy."

Mr. Shindler added, "John McMahon has also been an integral part of our executive leadership team at NII for 14 years and has extensive knowledge of our operations having served as our Executive Vice President of Operations and most recently as our Executive Vice President of Southern Cone, overseeing our operations in Argentina and Chile. With his strong leadership skills and knowledge of operational best practices, I am confident that John will lead the Mexico organization successfully as we pursue our growth goals for 2014."

"In his additional role as Chief Digital Officer, Dave Truzinski will lead a more coordinated and comprehensive digital strategy for our organization designed to expand and deepen our connection with our customers. His cutting-edge thinking, background and expertise will help us drive even greater innovation in this arena," said Shindler.

About NII Holdings, Inc.

NII Holdings, Inc., a publicly held company based in Reston, Va., is a provider of differentiated mobile communication services for businesses and high value consumers in Latin America. NII, operating under

the Nextel brand in Brazil, Mexico, Argentina and Chile, offers fully integrated wireless communications tools with digital cellular voice services, data services, wireless Internet access and Nextel Direct Connect® and International Direct Connect^SM, a digital two-way radio. NII is a Fortune 500 and Barron's 500 company, and has also been named one of the best places to work among multinationals in Latin America by the Great Place to Work® Institute. The company trades on the NASDAQ market under the symbol NIHD. Visit the company's website at www.nii.com.

Nextel, the Nextel logo and Nextel Direct Connect and International Direct Connect are trademarks and/or service marks of Nextel Communications, Inc., and are used by NII's subsidiaries under license in Latin America.

Visit NII Holdings' news room for news and to access our markets' news center at www.nii.com/newsroom.

Safe Harbor Statement

This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this news release regarding expectations, including forecasts regarding operating results, performance assumptions and estimates relating to restructuring costs and capital requirements, as well as other statements that are not historical facts, are forward-looking statements. When used in this press release, these forward-looking statements are generally identified by the words or phrases would be, will allow, expects to, will continue, is anticipated, estimate, project or similar expressions. While the Company provides forward-looking statements to assist in the understanding of its anticipated future financial performance, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date of this report. Forward-looking statements are based on current expectations and assumptions that are subject to significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any updates to forward-looking statements to reflect events after the date of this report, including unforeseen events. We have included risk factors and uncertainties that might cause differences between anticipated and actual future results in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as well as in other reports filed from time to time with the Securities and Exchange Commission.

Media Contacts:

NII Holdings, Inc.

1875 Explorer Street, Suite 1000

Reston, VA 20190 (703) 390-5100

www.nii.com

Investor Relations: Tim Perrott

(703) 390-5113

tim.perrott@nii.com

Media Relations: Claudia Restrepo

(786) 251-7020

claudia.restrepo@nii.com