Millicom announces consent solicitations to amend its outstanding senior notes
Rhea-AI Summary
Millicom International Cellular S.A. (TIGO) has announced consent solicitations to amend its outstanding senior notes. The company is seeking consent from holders of its 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. The proposed amendments are related to Atlas Luxco S.à r.l.'s offer to purchase all of Millicom's outstanding common shares.
The amendments aim to prevent a Change of Control Triggering Event that would require Millicom to make a purchase offer at 101% of the principal amount plus accrued interest. Millicom will pay a $2.50 per $1,000 principal amount consent fee to noteholders who approve the amendments by August 14, 2024. The changes will be effective if a majority of noteholders consent for each series.
Positive
- Millicom is proactively managing its debt obligations in relation to the potential acquisition
- The company is offering a consent fee of $2.50 per $1,000 principal amount to noteholders who approve the amendments
Negative
- If approved, the amendments would remove noteholders' right to a Change of Control Payment in case of acquisition
- The proposed changes could potentially reduce noteholder protections in the event of a change in company ownership
News Market Reaction
On the day this news was published, TIGO declined 2.58%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
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
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
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
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.
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
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.
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For further information, please contact
| Press: Sofía Corral, Director Corporate Communications press@millicom.com | Investors: Michel Morin, VP Investor Relations investors@millicom.com |
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.
FAQ
What is the purpose of Millicom's consent solicitations for its senior notes?
When is the expiration date for Millicom's consent solicitations?
What is the consent fee offered by Millicom for the senior notes amendments?
Which senior notes are affected by Millicom's consent solicitations?
