UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the month of
August, 2024.
Commission File
Number: 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact Name of
Registrant as Specified in Its Charter)
2, Rue du Fort
Bourbon,
L-1249 Luxembourg
Grand Duchy of
Luxembourg
(Address of principal
executive office)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x
Form 40-F ¨
MILLICOM INTERNATIONAL
CELLULAR S.A.
INDEX TO FURNISHED MATERIAL
Item
______
| 1. | Press release dated August 5, 2024. |
Item 1
Millicom announces consent solicitations
to amend its outstanding senior notes
Luxembourg, August 5, 2024
– Millicom International Cellular S.A. (“Millicom”) today announced that it will solicit consents (each, a “Consent”)
from the holders of record on August 2, 2024 of its 6.625% Senior Notes due 2026 (CUSIP No. 600814 AP2 and ISIN No. XS1894610119), 5.125%
Senior Notes due 2028 (CUSIP Nos. 600814 AN7 and L6388G AB6), 6.250% Senior Notes due 2029 (CUSIP Nos. 600814 AQ0 and L6388G HV5), 4.500%
Senior Notes due 2031 (CUSIP Nos. 600814 AR8 and L6388G HX1) and 7.375% Senior Notes due 2032 (CUSIP Nos. 600814 AS6 and L6388G JA9) (collectively,
the “Notes”) to amend (the “Proposed Amendments”) certain provisions of the indentures governing the Notes (the
“Indentures”).
The consent solicitations for each
series of Notes (collectively, the “Consent Solicitations” and, with respect to each series, a “Consent Solicitation”)
are being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated August 5, 2024
(the “Consent Solicitation Statement”).
Atlas Luxco S.à r.l., a
Luxembourg limited liability company (société à responsibilité limitée) (the “Purchaser”)
has offered to purchase, through separate but concurrent offers in Sweden and the United States, all of the issued and outstanding common
shares (including common shares represented by Swedish depositary receipts) (the “Shares”) of Millicom pursuant to the Tender
Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO filed by Atlas Luxco S.à r.l. and other members of the purchaser
group with the U.S. Securities and Exchange Commission on July 1, 2024 (the “Offers”). The Proposed Amendments are being sought
in connection with the proposed acquisition by the Purchaser in the Offers of that number of Shares as a result of which the Purchaser
would become the beneficial owner, directly or indirectly, of more than 50% of the Shares of the Company (the “Acquisition”).
The consummation of the Acquisition
would constitute a “Change of Control,” as defined in the Indentures. Were a “Rating Decline” (as defined in the
Indentures) also to occur, then the Change of Control and Rating Decline would constitute a “Change of Control Triggering Event”
and require Millicom to make an offer, in the manner contemplated by the applicable Indenture, to each holder of the Notes to purchase
all or any part of such holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes purchased, plus
accrued and unpaid interest, if any, to the date of purchase (such payment, a “Change of Control Payment”).
The Proposed Amendments, if they
become effective, would amend the Indentures such that the consummation of the Acquisition would not constitute a Change of Control, and
that, as a result, a Change of Control Triggering Event would not occur even if the Acquisition were to be consummated and there were
to be a Rating Decline, and holders of the Notes would therefore not be entitled to receive any Change of Control Payment in connection
with the consummation of the Acquisition.
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Approving the Proposed Amendments
in respect of an Indenture requires Consents from holders of at least a majority in aggregate outstanding principal amount of the series
of Notes governed by such Indenture, excluding any Notes owned by Millicom or its affiliates (the “Requisite Consents”). Each
Consent Solicitation is a separate Consent Solicitation to the Proposed Amendments with respect to the applicable Indenture. If the Requisite
Consents are received and not validly revoked in respect of one series of Notes, then the Indenture that governs that series of Notes
will be amended by the execution of a Supplemental Indenture setting forth the Proposed Amendments.
Millicom will pay a cash payment
equal to $2.50 per $1,000 principal amount of Notes (the “Consent Fee”) to holders of the Notes for which Consents to the
Proposed Amendments have been validly delivered (and not validly revoked) prior to 5:00 p.m., New York City time, on August 14, 2024,
unless extended (such time and date, with respect to each series of Notes, as may be extended, an “Expiration Date”). If the
conditions to the consummation of the Consent Solicitation for a series of Notes described in the Consent Solicitation Statement are satisfied
or waived, Millicom expects to pay the related Consent Fee promptly after the consummation of the Acquisition, which may not occur for
a significant period of time.
Holders of a series of Notes who
do not deliver a Consent prior to the applicable Expiration Date or who validly revoke their Consent will not receive the Consent Fee,
even though the Proposed Amendments, if they become effective, will bind all holders of such series of Notes and any subsequent holders.
Millicom reserves the right to modify or terminate the
terms of the Consent Solicitations at any time. This press release will also be posted on the website of the Luxembourg Stock Exchange.
The
information and tabulation agent for the Consent Solicitations is D.F. King. Any questions or requests for assistance may be directed
to D.F. King, at +1 212-269-5550 (Banks and Brokers) or +1 888-288-0951 (All Others - US toll free) or by e-mail to micc@dfking.com.
Millicom has retained BNP Paribas
Securities Corp. and J.P. Morgan Securities LLC to act as solicitation agents in connection with the Consent Solicitations. Questions
regarding the Consent Solicitations may be directed to BNP Paribas Securities Corp. at +1 (212) 841-3059 or by email to dl.us.liability.management@us.bnpparibas.com
or to J.P. Morgan Securities LLC at +1 (212) 834-7279.
This announcement does not constitute an offer to sell
or issue, or the solicitation of an offer to buy or subscribe for, securities (including the Notes) in any jurisdiction.
-END-
For further information, please
contact
Press:
Sofía Corral, Director Corporate Communications
press@millicom.com
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Investors:
Michel Morin, VP Investor Relations
investors@millicom.com
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About Millicom
Millicom (NASDAQ U.S.: TIGO, Nasdaq
Stockholm: TIGO_SDB) is a leading provider of fixed and mobile telecommunications services in Latin America. Through our TIGO®
and Tigo Business® brands, we provide a wide range of digital services and products, including TIGO Money for mobile financial
services, TIGO Sports for local entertainment, TIGO ONEtv for pay TV, high-speed data, voice, and business-to-business solutions such
as cloud and security. As of June 30, 2024, Millicom, including its Honduras Joint Venture, employed approximately 15,000 people, and
provided mobile and fiber-cable services through its digital highways to more than 45 million customers, with a fiber-cable footprint
of about 14 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg.
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, thereunto duly authorized.
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MILLICOM INTERNATIONAL CELLULAR S.A.
(Registrant) |
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By: |
/s/ Salvador Escalón |
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Name: |
Salvador Escalón |
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Title: |
Executive Vice President, Chief Legal and Compliance Officer |
Date: August 5, 2024
Millcom Swed Dep Rec (PK) (USOTC:MICCF)
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