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 April, 2026.
Commission File Number: 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact Name of Registrant as Specified in Its
Charter)
8400 NW 36th Street, Suite 530
Doral, FL 33166
United States
(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 ☒ Form
40-F ☐
MILLICOM INTERNATIONAL
CELLULAR S.A.
INDEX TO FURNISHED MATERIAL
Item
______
| 1. | Press
release dated April 2, 2026. |
Item 1
Millicom prices reopening of
$75 million of 7.375% Senior Notes Due 2032
Luxembourg,
April 2, 2026 – Millicom International
Cellular S.A. (“Millicom”) (NASDAQ US (TIGO) announces today the successful pricing of $75 million aggregate principal
amount of its 7.375% Senior Notes due 2032 (the “Additional Notes”) in a Regulation S only tap private placement to
an investor that is not a “U.S. Person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the
“Securities Act”)) at a price of 100.985%, plus accrued and unpaid interest from and including April 2, 2026 to, but
excluding, the issue date of the Additional Notes. The Additional Notes will be issued as a reopening of, and will be part of the same
series as, the 7.375% Senior Notes due 2032 that Millicom originally issued on April 2, 2024 (the “Initial Notes”
and, together with the Additional Notes, the “Notes”), except that the Additional Notes will initially be issued under
a temporary ISIN and CUSIP during the 40-day distribution compliance period required under Regulation S, and will not be fungible with
or exchangeable for the Initial Notes during that period. After the expiration of the 40-day period, the Additional Notes will be assigned
the same ISIN and CUSIP as the initial Regulation S Notes and will be able to trade interchangeably with the Initial Notes. Currently,
$450 million aggregate principal amount of Notes are outstanding. The issuance and sale are expected to close on April 14, 2026, subject
to the satisfaction of market and other customary closing conditions. Millicom intends to use the net proceeds of the Additional Notes
for general corporate purposes, which may include capital expenditures and mergers and acquisitions. Interest on the Notes is payable
semi-annually in arrears on April 2 and October 2 of each year; the Notes will mature on April 2, 2032, unless earlier repurchased or
redeemed.
Application will
be made for the Additional Notes to be admitted to listing and trading on Official List of the Luxembourg Stock Exchange and admitted
to trading on the Euro MTF market thereof.
This press release
shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is being issued pursuant
to and in accordance with Rule 135c under the Securities Act.
Important Information
This press release
may constitute a public disclosure of inside information by Millicom under Regulation (EU) 596/2014, as subsequently amended, and any
relevant implementing rules and regulations.
United States
The Additional Notes
have not been and will not be registered under the Securities Act. The Additional Notes may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable
state securities laws. There will be no public offer of the Additional Notes in the United States (for these purposes, “United
States” means the United States of America, its territories and possessions, any State of the United States, and the District
of Columbia).
Prohibition of
Sales to EEA Retail Investors
The Additional Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (“EEA”). 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 Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently,
no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling
the Additional Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling
the Additional Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In member states
of the EEA, this press release is for distribution only to and directed only at persons who are “qualified investors” within
the meaning of Article 2(e) of the Prospectus Regulation (the “Qualified Investors”). In relation to each member state
of the EEA that has implemented the Prospectus Regulation (each, a “Relevant Member State”), the investment contemplated
by this press release is not being made, and will not be made, to the public in that Relevant Member State, other than to any legal entity
that is a Qualified Investor. Each potential investor located within a Relevant Member State will be deemed to have represented, acknowledged
and agreed that it is a Qualified Investor.
The Additional Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is not: (i)
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 European Union (Withdrawal) Act 2018 (“EUWA”); nor (ii) a qualified investor as defined in paragraph 15 of
Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“POATR”). Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”)
for offering or selling the Additional Notes or otherwise making them
available to retail
investors in the UK has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Within the UK, this
press release is for distribution only to and directed only at persons who are “qualified investors” as defined in paragraph
15 of Schedule 1 of the POATR who are also persons (a) who have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion
Order”), (b) falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”)
of the Financial Promotion Order, (c) outside the UK, or (d) to whom an invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the investment may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The
Additional Notes are not being offered to the public in the UK. This press release is directed only at Relevant Persons and must not
be acted on or relied on by persons who are not Relevant Persons. The investment or investment activity to which this press release relates
is only available to, and will only be engaged in with, Relevant Persons and any person who receives this press release who is not a
Relevant Person should not rely or act upon it.
MiFID II Product
Governance / EEA and UK PRIIPs
MiFID II professionals/ECPs-only
/ No EEA PRIIPs KID — Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Additional Notes are not available
to retail investors in the EEA.
UK MiFIR professionals/ECPs-only
/ No UK PRIIPs KID — UK manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients
only (all distribution channels). No UK PRIIPs KID has been prepared as the Additional Notes are not available to retail investors in
the UK.
Certain statements
included within this press release are “forward-looking statements” within the meaning of the U.S. federal securities laws
intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements reflect Millicom’s intentions, beliefs or current expectations and include, but are not limited to, all statements other
than statements of historical facts, including, without limitation, those regarding Millicom’s strategy, plans, objectives, goals
and targets, including those related to the completion of this institutional private placement and the use of proceeds therefrom. Millicom’s
ability to achieve its projected results is dependent on many factors which are outside management’s control. Actual results may
differ materially from (and be more negative than)
those projected
or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly
affect expected results and is based on certain key assumptions. Accordingly, no assurance can be given that any particular expectation
will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past
trends or activities should not be taken as a representation that such trends or activities will continue in the future. All forward-looking
statements included herein are based on information available to Millicom as of the date hereof and the delivery of this document does
not imply that the information contained herein is correct as at any time subsequent to the date hereof. Millicom undertakes no obligation
to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except
as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to Millicom or persons
acting on its behalf are expressly qualified in their entirety by these cautionary statements.
For
further information, please contact:
Press:
Sofía Corral, Director Corporate Communications
press@millicom.com
|
Investors:
Luca Pfeifer,
VP for Investor Relations
investors@millicom.com
|
About
Millicom
Millicom
(NASDAQ: TIGO) is a leading provider of fixed and mobile telecommunications services in Latin America. Through its TIGO® and Tigo
Business® brands, the company provides 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, highspeed data, voice, and business-to-business solutions such as cloud and
security. As of December 31, 2025, Millicom, including its Honduras Joint Venture, employed approximately 15,000 people and provided
mobile and fiber-cable services through its digital highways to approximately 52 million customers, with a fiber-cable footprint over
14 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg with principal executive
offices in Doral, Florida.
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: April 2, 2026
