Millicom International Cellular S.A. (“Millicom”) announced today that it will seek consents from holders of its various Senior Notes to amend certain provisions of the governing indentures. The consents, known as “Consents,” are being solicited from holders of record as of August 2, 2024, for the following series of notes: 6.625% Senior Notes due 2026, 5.125% Senior Notes due 2028, 6.250% Senior Notes due 2029, 4.500% Senior Notes due 2031, and 7.375% Senior Notes due 2032 (collectively, the “Notes”).
These solicitations are governed by the terms and conditions outlined in the consent solicitation statement dated August 5, 2024.
In conjunction with these solicitations, Atlas Luxco S.à r.l., a Luxembourg company, has made separate offers in Sweden and the United States to purchase all outstanding common shares of Millicom, including those represented by Swedish depositary receipts. This is part of their acquisition plan, as detailed in their Tender Offer Statement and Rule 13e-3 Transaction Statement filed with the U.S. Securities and Exchange Commission on July 1, 2024 (the “Offers”). The Proposed Amendments aim to address the implications of Atlas Luxco’s acquisition, which would result in them owning over 50% of Millicom’s shares (the “Acquisition”).
The completion of this Acquisition would trigger a “Change of Control” as defined in the indentures. If this change, coupled with a “Rating Decline,” occurs, it would constitute a “Change of Control Triggering Event,” obliging Millicom to offer to purchase the Notes at 101% of their principal amount plus any accrued interest (the “Change of Control Payment”).
If approved, the Proposed Amendments would ensure that the Acquisition does not trigger a Change of Control, and thus, no Change of Control Payment would be required even if the Acquisition and a Rating Decline occur.
Approval of the Proposed Amendments requires consent from holders of at least a majority of the outstanding principal amount of each series of Notes, excluding those owned by Millicom or its affiliates (the “Requisite Consents”). Each series of Notes requires separate approval. Once Requisite Consents are obtained and not revoked, a Supplemental Indenture will be executed to implement the Proposed Amendments.
Millicom will offer a cash payment of $2.50 per $1,000 principal amount of Notes (the “Consent Fee”) to holders who deliver valid Consents before 5:00 p.m., New York City time, on August 14, 2024, unless extended (the “Expiration Date”). If the conditions of the Consent Solicitation are met or waived, Millicom plans to pay the Consent Fee promptly after the Acquisition’s completion, which may take some time.
Holders who do not deliver a Consent by the Expiration Date or who revoke their Consent will forfeit the Consent Fee, although the Proposed Amendments, if approved, will still apply to all holders of the affected Notes.
Millicom reserves the right to alter or terminate the Consent Solicitations at any time. This press release will also be available on the Luxembourg Stock Exchange website.
