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
September, 2021.
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:
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
MILLICOM INTERNATIONAL
CELLULAR S.A.
INDEX TO FURNISHED MATERIAL
Item
______
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1.
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Press release dated September 8, 2021
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Item 1
PRESS
RELEASE
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Millicom Announces Bond Exchange Offer
Luxembourg, September
8, 2021 – Millicom International Cellular S.A. (the “Company”) (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB)
announced today that it has offered to exchange up to $335,000,000, in aggregate original principal amount1 (the “Maximum
Acceptance Amount”), of the Company’s outstanding 6.625% Senior Notes due 20262 (the “2026 Existing Notes”
or “Old Notes”) held by Eligible Holders (as defined below) for newly issued US dollar-denominated 4.500% Senior Notes due
2031 (the “New Notes”) (the “Exchange Offer”). The New Notes will be senior unsecured indebtedness and will rank
equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The New Notes will constitute
an additional issuance of the Company’s previously issued $500,000,000, in aggregate original principal amount, 4.500% Senior Notes
due 2031. The purpose of the Exchange Offer is to refinance the Old 2026 Existing Notes, which have a call date on October 15, 2021,
by exchanging the Old Notes for the New Notes, which will mature in 2031, and thereby extend the overall maturity profile and reduce
the overall cash cost of the Company’s debt. The information contained herein is qualified in its entirety by and subject to the
terms and conditions described in the offering memorandum dated as of the date hereof (the “Offering Memorandum”).
Exchange Offer
Deadline
The Exchange Offer
will expire at 11:59 PM, New York City time, on October 5, 2021, unless extended (such time and date, as the same may be extended, the
“Expiration Date”). Eligible Holders who validly tender 2026 Existing Notes for exchange by 5:00 PM, New York City time,
on September 21, 2021, unless extended (such time and date, as the same may be extended, the “Early Participation Date”),
will receive an amount of New Notes based on the Total Exchange Ratio (as described below). Eligible Holders who validly tender 2026
Existing Notes for exchange after the Early Participation Date, but on or prior to the Expiration Date, will receive an amount of New
Notes based on the Exchange Ratio (as described below). 2026 Existing Notes tendered in the Exchange Offer may be withdrawn prior to
5:00 PM, New York City time, on September 21, 2021 (such time and date, as the same may be extended, the “Withdrawal Date”).
Exchange Offer
Consideration
Note: The
Old Notes trade with a “Pool Factor,” as defined below, which means the percentage of the $500,000,000 aggregate original
principal amount of the Old Notes that remains outstanding after the impact of the Company’s optional redemption of $50 million
in Old Notes in February 2021 (such redemption, the “Partial Redemption”), which equals 90%. References to the “original”
principal amount of the Old Notes refer to the $500 million aggregate original principal amount of the Old Notes issued in October 2018,
or portions thereof, without giving effect to the Partial Redemption or the Pool Factor. Holders wishing to tender their Old Notes must
tender the original principal amount of Old Notes held by them, to which the Pool Factor, among other adjustments, will be applied in
calculating the principal amount of New Notes that such tendering holder may receive as consideration. The following table summarizes
the applicable consideration payable in the Exchange Offer for 2026 Existing Notes validly tendered (and not validly withdrawn) and accepted
by the Company:
________________________
1 This
aggregate original principal amount of $335 million is subject to a “Pool Factor,” explained later in this press release,
and is equivalent to an outstanding principal amount on the Old Notes of $301.5 million.
2 ISIN/Common
Code Nos. XS1894610119 and 189461011 (Regulation S Notes) and CUSIP/ISIN Nos. 600814AP20 and US600814AP20 (Rule 144A Notes).
PRESS
RELEASE
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CUSIP
/ ISIN / Common Code
of Old Notes
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Coupon
of
Old Notes
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Maturity
Date of
Old Notes
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Aggregate
Principal
Amount
Outstanding of Old Notes(1)(2)
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Pool
Factor (%)
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Maximum
Acceptance Amount(3)
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Title
of New
Notes to be Issued
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Price
of New Notes to be Issued per $1,000 Principal Amount of New Notes
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Total
Exchange
Price(4)(5)
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Exchange
Price(4)(6)
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Total
Exchange Ratio(7)(8)
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Exchange
Ratio(8)(9)
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600814AP20/
US600814AP20 (Rule 144A CUSIP/ISIN)
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6.625%
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October
15, 2026
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$450,000,000
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90%
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$335,000,000
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4.500%
Senior Notes due 2031
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$1,035.00
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$1,053.75
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$1,022.70
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1.01812
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0.98812
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XS1894610119/
189461011 (Reg. S ISIN/ Common Code)
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(1) As of September 7, 2021, holders of
Old Notes held $500,000,000 in aggregate principal amount of Old Notes, prior to the application of the Pool Factor. In February 2021,
the Company redeemed 10%, or $50 million, of the then-outstanding aggregate principal amount of the Old Notes, which amount was recorded
by Euroclear, Clearstream and DTC as a prepayment of principal. In accordance with the procedures of Euroclear, Clearstream and DTC,
book-entry positions of the Old Notes reflect the aggregate original issued principal amount and a pool factor of 90% (the “Pool
Factor”).
(2) The outstanding aggregate principal
amount of the Old Notes is stated after giving effect to the application of the Pool Factor.
(3) Our obligation to accept Old Notes
validly tendered and not validly withdrawn is subject to a maximum aggregate original principal amount of Old Notes being sought in the
Exchange Offer equal to the Maximum Acceptance Amount. If the aggregate original principal amount of all of the validly tendered and
not validly withdrawn Old Notes exceeds the Maximum Acceptance Amount, then the Exchange Offer will be oversubscribed, and tenders of
Old Notes will be subject to the proration and priority provisions described in the Offering Memorandum. We reserve the right to increase
the Maximum Acceptance Amount at our discretion.
(4) Eligible holders will also receive
accrued and unpaid interest on their Old Notes accepted for exchange from the last interest payment date up to but excluding the Early
Exchange Date or the Final Exchange Date, as applicable (which dates are expected to be September 24, 2021 and October 8, 2021, respectively),
less the accrued and unpaid interest on the New Notes from April 27, 2021 to the applicable Exchange Date.
(5) The Total Exchange Price for each
$1,000 original principal amount of Old Notes (without giving effect to the Pool Factor) tendered and not validly withdrawn prior to
the Early Participation Date.
(6) The Exchange Price for each $1,000
original principal amount of Old Notes (without giving effect to the Pool Factor) tendered and not validly withdrawn after the Early
Participation Date and prior to the Expiration Date will be the Total Exchange Price less the Early Participation Payment.
(7) The Total Exchange Ratio is equal
to the Total Exchange Price, divided by $1,035 (the “Price of New Notes”). Such amount, multiplied by $1,000, and further
multiplied by the Pool Factor, represents the principal amount of New Notes a holder will be eligible to receive for each $1,000 original
principal amount of Old Notes validly tendered and accepted prior to the Early Participation Date.
(8) The amount of New Notes to be issued
to any holder will be issued in minimum denominations of $200,000 and integral multiples of $1,000 above such amount will be rounded
down to the nearest U.S. $1,000. No tender of Old Notes will be accepted if it would result in the issuance of less than $200,000 principal
amount of New Notes. Cash will be paid in lieu of any fractional entitlement of less than $1,000.00 in principal amount of New Notes
that are not issued due to rounding.
(9) The Exchange Ratio is equal to the
Exchange Price divided by the Price of New Notes. Such amount, multiplied by $1,000, and further multiplied by the Pool Factor, represents
the principal amount of New Notes a holder will be eligible to receive for each $1,000 original principal amount of Old Notes validly
tendered and accepted after the Early Participation Date.
PRESS
RELEASE
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The Exchange Price
is an amount equal to the Total Exchange Price less the Early Participation Payment. The “Early Participation Payment” is
equal to $31.05 and is payable in New Notes. Cash will be paid in lieu of any fractional entitlement of less than $1,000.00 in principal
amount of New Notes that are not issued due to rounding (based on the application of the Total Exchange Ratio or Exchange Ratio, as applicable).
The amount of cash paid in lieu will be equal to the principal amount of any fractional entitlement of New Notes multiplied by the Price
of New Notes expressed as a percentage (103.5%).
Eligible Holders
of 2026 Existing Notes properly tendered in the Exchange Offer (and not validly withdrawn) will be entitled to receive a cash payment
equal to the accrued and unpaid interest on their 2026 Existing Notes accepted for exchange from the last applicable interest payment
date up to but excluding the applicable settlement date, less the accrued and unpaid interest on the New Notes from April 27, 2021 (the
last date on which interest on the existing 4.500% Senior Notes due 2031 has been paid) to the applicable Exchange Date (as defined below).
Exchange Dates
We reserve the right,
but are under no obligation, at any point following the Early Participation Date and before the Expiration Date to accept for exchange
any 2026 Existing Notes validly tendered at or prior to the Early Participation Date (the date of such exchange, the “Early Exchange
Date”). The Early Exchange Date will be determined at our option and, if it occurs, is expected to occur promptly following the
Early Participation Date. If, after the Early Participation Date, we choose to exercise our option to have an Early Exchange Date and
all conditions to the Exchange Offer have been or are concurrently satisfied or waived by us, we will, upon the terms and subject to
the conditions set forth in the Offering Memorandum, including the proration terms described in the Offering Memorandum, accept for exchange
2026 Existing Notes validly tendered in the Exchange Offer prior to the Early Participation Date up to the Maximum Acceptance Amount,
and the exchange for such 2026 Existing Notes will be made on the Early Exchange Date. Regardless of whether we choose to exercise our
option to have an Early Exchange Date, if, at or prior to the Expiration Date, all conditions to the Exchange Offer have been or concurrently
are satisfied or waived by us, we will, upon the terms and subject to the conditions set forth in the Offering Memorandum, including
the proration terms described in the Offering Memorandum, accept for exchange 2026 Existing Notes validly tendered in the Exchange Offer
at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Date (the date of such exchange, the “Final
Exchange Date”) up to (i) the Maximum Acceptance Amount less (ii) the 2026 Existing Notes exchanged on Early Exchange Date. The
Final Exchange Date will be promptly after the Expiration Date. Each of the Early Exchange Date and the Final Exchange Date is referred
to as an “Exchange Date.”
Proration
Our obligation to
accept 2026 Existing Notes validly tendered and not validly withdrawn is capped to the Maximum Acceptance Amount. If the aggregate principal
amount of all of the validly tendered and not validly withdrawn 2026 Existing Notes exceeds the Maximum Acceptance Amount, then the Exchange
Offer will be oversubscribed, and tenders of 2026 Existing Notes will be subject to the proration and priority provisions described in
the Offering Memorandum.
PRESS
RELEASE
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Further Information
The Exchange Offer
is being made only to holders of 2026 Existing Notes who have certified, by submitting an instruction to the clearing system, that such
holder has represented to the Company that it is (1)(a) a “qualified institutional buyer,” or “QIB,” as defined
in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and under applicable state securities
laws; or (b) a “non-US Person” (as defined in Regulation S under the Securities Act), and (2)(a) if located or resident in
any Member State of the European Economic Area, holders of 2026 Existing Notes who are persons other than “retail investors”
(for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended,
the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended,
the “Prospectus Regulation”)); and (b) if located or resident in the United Kingdom, holders of 2026 Existing Notes who are
persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the EUWA) (such holders, collectively, the “Eligible Holders”).
D.F. King has been
appointed as the information and exchange agent for the Exchange Offer. You may contact the Information and Exchange Agent by calling
+44 20 7920 9700 (in London), +1 212 269 5550 (in New York), +1 (800) 431-9646 (toll free) or via e-mail to millicom@dfkingltd.com. Holders
wishing to access the Offering Memorandum and any other offer documents should visit the Exchange Offer website (https://sites.dfkingltd.com/millicom)
and complete the online Eligibility Certification form.
This press release
is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely to such persons and
in such jurisdictions as are permitted under applicable law.
The New Notes
have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. The New Notes are being issued only to Eligible Holders.
Important Information – Cautionary
Statement About Forward-Looking Statements
This press release
contains certain forward-looking statements concerning our intentions, including those in respect of the Exchange Offer, beliefs or current
expectations regarding our future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well as the
general economic conditions of the industries and countries in which we operate. Forward-looking statements include statements concerning
our plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or
intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in
the industries and the economic, political and legal environments in which we operate and other information that is not historical information.
Many such forward-looking statements c can be identified by the use of forward-looking words such as “anticipate,” “believe,”
“could,” “expect,” “should,” “plan,” “intend,” “estimate” and
“potential,” among others.
Such forward-looking
statements are only our current expectations and are based on our management’s beliefs and assumptions and on information currently
available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those
expressed or implied in the forward-looking statements as a result of various factors, including those described in Millicom’s
annual report on Form 20-F for the year ended December 31, 2020 as well as other uncertainties and events, especially in light of the
political, economic, social and legal environments in which we operate.
-END-
PRESS
RELEASE
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For further information,
please contact
Press:
Vivian Kobeh, Director, Corporate Communications
+1-786-628-5300
press@millicom.com
Yocasta Valdez, Group Manager,
Digital Media & Communications
+1-305-929-5417
press@millicom.com
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Investors:
Michel Morin, VP, Investor
Relations
+1-786-628-5270
investors@millicom.com
Sarah Inmon, Director,
Investor Relations
+1-786-628-5303
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 services dedicated to emerging markets in Latin America and Africa. Millicom sets
the pace when it comes to providing high- speed broadband and innovation around The Digital Lifestyle® services through its principal
brand, TIGO. As of December 31, 2020, Millicom operating subsidiaries and joint ventures employed more than 21,000 people and provided
mobile services to approximately 55 million customers, with a cable footprint of more than 12 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:
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/s/ Salvador Escalon
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Name:
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Salvador Escalon
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Title:
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Executive Vice President, General Counsel
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Date: September 8, 2021
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