Filed Pursuant to Rule 424(b)(3)
Registration Number 333-110980
NII HOLDINGS, INC.
Shares of Common Stock Issued Upon Conversion of 3 1/2% Convertible Notes Due 2033
Prospectus Supplement No. 7 dated January 5, 2007
to the restated Prospectus dated July 15, 2004
On December 14, 2006, all of our issued and outstanding 3 1/2% convertible notes due 2033 (the
Notes) were converted into shares of our common stock pursuant to the terms of the Notes. This
prospectus supplement relates to the shares of our common stock that were issued upon such
conversions. This prospectus supplement should be read in conjunction with and may not be delivered
or utilized without our restated prospectus dated July 15, 2004, including any amendments or
supplements thereto. Our common stock is listed on the Nasdaq Global Select Market under the symbol
NIHD.
We will not receive any of proceeds from the sale of common stock by the selling security
holders. The selling security holders may sell the common stock either directly or through
underwriters, broker-dealers or agents and in one or more transactions at market prices prevailing
at the time of sale or at negotiated prices.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the restated prospectus. Any representation to the contrary is a criminal
offense.
The table below supplements, amends and restates the table appearing under Selling Security
Holders beginning on page 41 of the restated prospectus. To the extent that a selling security
holder is listed both in the table below and in the table appearing in the restated prospectus, the
information set forth below regarding the selling security holder updates and amends the
information in the restated prospectus.
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Shares of |
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Common Stock Owned |
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Common Stock |
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Upon Completion |
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Beneficially |
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Conversion Shares of |
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of the Offering |
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Owned Prior to |
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Common |
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Number |
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Name of Beneficial Owner |
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the Offering(1) |
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Stock Offered |
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of Shares |
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Percentage(2) |
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Laurel Ridge
Capital, LP |
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240,000 |
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All Other Holders of
Common Stock Issued Upon
Conversion or Future
Transferees from Such
Holders |
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(3 |
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(3 |
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(3 |
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(3 |
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* |
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Less than 1%. |
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(1) |
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Shares in this column do not include conversion shares of common stock offered. |
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(2) |
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Calculated based on 161,792,478 shares of our common stock outstanding as of December 31, 2006. |
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(3) |
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Information about additional selling security holders will be set forth in prospectus
supplements or amendments to the registration statement of which this prospectus is a part, if
required. |