Millicom Intl Cellular S A SEC Filings

Millicom International Cellular S.A. reports a very strong Q4 and full-year 2025, highlighted by record profitability and cash generation. Full-year revenue was $5.8 billion, essentially flat year-on-year, but operating profit rose to $1.6 billion and net profit attributable to owners surged to $1.3 billion, mainly helped by a $741 million gain on the $975 million Lati tower portfolio sale.

Service revenue grew organically 2.8% in 2025 and 5.2% in Q4, while Adjusted EBITDA increased 11.4% to $2.75 billion, lifting operating cash flow to $2.03 billion and equity free cash flow to $916 million. The balance sheet expanded as total assets reached $17.3 billion and debt and financing rose to $6.9 billion, though management states leverage remained below 2.5x.

Millicom also executed several strategic moves, including acquisitions in Uruguay and Ecuador, and later agreed to acquire remaining shares in Tigo Colombia and Telefónica’s controlling stake in Coltel, plus a joint deal for Telefónica’s Chile operations. The company adopted amended IAS 21, recording a $188 million negative equity adjustment, and entered 2026 targeting at least $900 million of equity free cash flow and year-end leverage around 2.5x.

Atlas Investissement SAS and related parties report beneficial ownership of 70,470,018 common shares, or 42.2%, of Millicom International Cellular S.A. This percentage is based on 167,092,668 shares outstanding as of October 31, 2025. The amendment also discloses a Call Option Agreement among NJJ Cactus SAS, Millicom Spain, S.L. and Celtel Chile, S.L. tied to the acquisition of Telefonica Moviles Chile S.A. Millicom Spain receives a call option exercisable during two 30-day periods after the fifth and sixth anniversaries of the Target’s purchase, with the price payable in cash and newly issued Millicom shares determined by a volume-weighted average price.

Millicom International Cellular S.A. is acquiring Telefonica’s Chilean business through a jointly controlled vehicle owned 51% by NJJ and 49% by Millicom. Telefonica will receive an initial closing payment of $50 million, plus potential earn-out payments of up to $150 million tied to structural value creation and paid from the acquired company’s cash flows.

The acquired business’s debt and transaction obligations are explicitly non-recourse to Millicom, and the business will not be consolidated in Millicom’s financial statements during joint ownership. At closing, Telefonica must contribute CLP 79 billion (about $92 million) to support payments and balance sheet stability.

Millicom will operate the Chilean business from day one and apply its regional playbook, while preserving its balance sheet through this partnership structure. Millicom holds call options in years five and six post-closing to acquire NJJ’s stake at a 10% discount to Millicom trading multiples, with a mirror option for NJJ if Millicom does not exercise, reinforcing long-term strategic positioning in Chile and South America.

Millicom International Cellular S.A. has successfully concluded a tender offer to acquire Telefónica’s controlling 67.5% equity stake in Colombia Telecomunicaciones S.A. E.S.P. (Coltel) for USD 214.4 million, with closing expected on February 6.

The company plans to participate in Phase 2 of Colombia’s privatization process, expected around April, to pursue the remaining Coltel shares. Management describes the deal as a decisive step to expand scale, resilience, and investment capacity in Colombia, supporting accelerated rollout of fiber and 5G networks and broader digital inclusion in the country.

International Cellular S.A. (Millicom) is expanding its control of its Colombian operations through a major share purchase. The company won a public auction conducted by Empresas Públicas de Medellín for 100% of its remaining shares in UNE Telecommunicaciones S.A. (also known as Tigo Colombia).

Millicom bid COP 418,741 per share, for a total consideration of about COP 2.1 trillion (approximately USD 571 million). After closing, which is expected on January 29, 2026 under the auction rules, Millicom’s ownership in UNE will rise to nearly 100%, with a simplified structure intended to support streamlined operations and strategic integration in Colombia.

A holder of TIGO common stock filed a notice of proposed sale of 1,860 shares through Morgan Stanley Smith Barney LLC Executive Financial Services on or about 12/29/2025 on the NASDAQ market. The filing lists an aggregate market value of $102,281.40 for these shares, compared with 172,096,305 common shares outstanding. The shares to be sold were acquired on 06/21/2022 through an Employee Stock Purchase Plan, with payment made in cash.

Atlas Investissement SAS and affiliates filed Amendment No. 24 to Schedule 13D on Millicom International Cellular (TIGO), reaffirming beneficial ownership of 70,470,018 Common Shares, equal to 42.2% of the class based on 167,084,562 shares outstanding as of September 30, 2025. Voting and dispositive power is reported as shared for these shares and sole power as zero.

The filing discloses new secured equity financing arrangements. On November 12, 2025, Atlas entered into four master agreements for prepaid forwards and equity swaps with major banks, together constituting an approximately USD 800 million transaction secured by pledges over Atlas’s TIGO shares and including margin call mechanisms. The stated purpose is to refinance the Senior Facilities Agreement and pay related costs; any excess cash may be used for working capital. The disclosure notes these transactions do not require the purchase of any Common Shares by Atlas or the counterparties.

Millicom (TIGO) announced a final resolution of a DOJ investigation involving historical improper payments by its Guatemalan subsidiary, Comunicaciones Celulares S.A. (Comcel), from a period when Millicom lacked operational control. The matter is being resolved through a deferred prosecution agreement that will remain in place for two years and does not require a corporate monitor.

Financial terms include a $60 million fine and forfeiture of $58.2 million in approximate benefits. The fine reflects a 50 percent discount off the bottom end of the U.S. Sentencing Guidelines range, which the company attributes to its 2015 voluntary self-disclosure, extensive cooperation, and remediation. Millicom will report to DOJ on its compliance program during the term of the DPA. The company emphasized that it strengthened compliance after gaining full ownership of Comcel in 2021 and has since exited personnel involved in misconduct.

Millicom (TIGO) reported Q3 2025 results showing steady operations and stronger profitability. Revenue was $1,420 million versus $1,431 million a year ago, while operating profit rose to $390 million from $300 million. Net profit attributable to owners increased to $195 million from $51 million. Adjusted EBITDA reached a record $695 million, with operating cash flow at $534 million and equity free cash flow at $243 million.

For the nine months, revenue was $4,166 million and net profit totaled $1,096 million, supported by a $742 million gain on the Sale of Lati Operations. Net cash from operating activities was $1,257 million, and cash and cash equivalents were $1,663 million as of September 30, 2025. The company completed acquisitions in Uruguay ($440 million enterprise value) and Ecuador ($380 million) after quarter-end and continues to target 2025 equity free cash flow of around $750 million and year-end leverage below 2.5x.