Millicom Intl Cellular S A SEC Filings

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.

Millicom (Tigo) completed its USD 380 million acquisition of Telefónica’s telecommunications operations in Ecuador, advancing its South America strategy. The deal adds a new, dollarized market with stable fundamentals and strong demand for digital services.

Management framed the move as reinforcing Millicom’s role as a leading regional connectivity provider, following its recent Telefónica Uruguay acquisition. With Ecuador included, operations now span eleven countries, supporting the company’s focus on digital inclusion and next‑generation networks and services.

As of June 30, 2025, Millicom employed approximately 14,000 people and served 46 million customers, with a fiber‑cable footprint of over 14 million homes passed.

Atlas Investissement and related parties report holding 70,470,018 common shares of Millicom International Cellular S.A., representing 42.2% of the outstanding common shares based on 167,084,562 shares. The Schedule 13D/A (Amendment No. 23) updates prior filings and discloses that on August 20, 2025 Atlas entered into European-style call spread option transactions with third-party financial institutions to obtain economic exposure to Millicom shares.

The call spread transactions initially covered up to 1,111,111 shares per counterparty in multiple tranches and were exercisable in 40 staggered tranches. An amendment on September 2, 2025 extended the initial hedging period from 10 to 20 business days. As of September 18, 2025 the aggregate number of options was adjusted so the final aggregate number of Common Shares covered by the transactions is 1,691,380. The confirmations allow settlement in shares or cash and include strike/cap prices tied to hedging activity.

Amendment No. 22 to a Schedule 13D reports that Atlas Investissement SAS and related reporting persons beneficially own 70,470,018 common shares of Millicom International Cellular S.A., representing 42.2% of the outstanding common stock (based on 167,083,756 shares outstanding as of July 31, 2025). The filing discloses European-style call spread option transactions entered into on August 20, 2025 providing Atlas Investissement with economic exposure to up to 1,111,111 Common Shares per counterparty, exercisable in 40 tranches and settled in shares or cash under certain conditions. On September 2, 2025 Atlas Investissement amended the confirmations to extend the initial hedging period from 10 to 20 business days. The filing adds three amendment confirmations as exhibits.

Atlas Investissement and affiliated parties report holding 70,470,018 common shares of Millicom International Cellular S.A., representing 42.2% of the outstanding class based on 167,083,756 shares. This Amendment No. 21 discloses that on August 20, 2025 Atlas entered into European-style call spread option transactions with third-party financial institutions that provide economic exposure to up to 1,111,111 Common Shares per call, exercisable in 40 staggered tranches and settled in Common Shares or cash under certain conditions. The filing incorporates three letter agreements as Exhibits 25, 26 and 27 and otherwise confirms no other share transactions in the past sixty days except prior disclosures noted in earlier amendments.

Amendment No. 20 to Schedule 13D reports that Atlas Investissement SAS and related reporting persons beneficially own 70,470,018 Common Shares of Millicom International Cellular S.A., representing 42.2% of the 167,037,727 Common Shares outstanding used for the calculation. The filing updates entity structure following internal reorganizations completed on August 11, 2025, including renaming and a merger among holding entities.

The amendment also discloses that on August 11, 2025 Atlas Investissement entered into European-style call spread option transactions with Credit Agricole, Societe Generale and Natixis providing economic exposure in respect of up to 1,111,111 Common Shares per transaction, exercisable in 40 staggered tranches and settleable in shares or cash. Letter agreements are filed as Exhibits 22–24.