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Atlas Investissement upsizes Millicom (TIGO) financing and derivative stake to 46%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Atlas Investissement SAS and related parties report beneficial ownership of 77,070,018 Common Shares of Millicom International Cellular S.A., representing 46.0% of the outstanding class based on 167,540,829 shares as of February 28, 2026.

The position reflects 73,820,018 shares already beneficially owned plus up to an additional 3,250,000 shares that Atlas Investissement expects to acquire on or before June 30, 2026 under amended equity derivative agreements with an unaffiliated bank.

On March 27, 2026 Atlas Investissement also amended and upsized its secured equity financing with four banks, increasing the maximum available amount by approximately USD 190,000,000. The additional draw is limited to funding a scheduled partial settlement of an existing equity derivative transaction and related costs, and is secured by pledges over Millicom shares held by Atlas Investissement.

Positive

  • None.

Negative

  • None.

Insights

Large shareholder cements a 46% economic stake using leveraged derivatives.

Atlas Investissement and its controlling entities disclose beneficial ownership of 77,070,018 Millicom shares, or 46.0% of the class, combining existing shares with up to 3,250,000 additional shares expected from a New Equity Derivative Transaction.

The group has also upsized its secured equity financing by about USD 190,000,000 with four banks. The proceeds are restricted to settling part of an existing equity derivative and covering related expenses, with pledges over Millicom shares as collateral.

Because all balances under the Amended Equity Derivative Transaction Agreements are scheduled to be physically settled, absent extraordinary events, Atlas Investissement is positioned to receive additional Millicom shares over time while relying on bank financing structures disclosed as of March 27, 2026.






L6388F110

(CUSIP Number)
Denis Klimentchenko
Skadden, Arps, Slate, Meagher & Flom, (UK) LLP, 22 Bishopsgate
London, X0, EC2N 4BQ
44(0)20 7519 7289

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/27/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 common shares, par value $1.50 per share ("Common Shares") of Millicom International Cellular S.A., a Luxembourg company (the "Issuer"), referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement SAS , a company incorporated under French law as a societe par actions simplifiee ("Atlas Investissement"), plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements (as defined in Item 4 below) on or before June 30, 2026. Iliad Holding SAS ("Iliad Holding"), as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya SAS ("Maya"), as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. Xavier Niel, the President of Maya, Jules Niel, John Niel, Elisa Niel and Joseph Niel (together, the "Niel Family") may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D


Atlas Investissement SAS
Signature:/s/ Anthony Maarek
Name/Title:Anthony Maarek, Managing Director
Date:03/27/2026
Iliad Holding SAS
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, President of Maya SAS, itself President of Iliad Holding SAS
Date:03/27/2026
Maya SAS
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, President
Date:03/27/2026
Xavier Niel
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel
Date:03/27/2026
Jules Niel
Signature:/s/ Jules Niel
Name/Title:Jules Niel
Date:03/27/2026
John Niel
Signature:/s/ John Niel
Name/Title:John Niel
Date:03/27/2026
Elisa Niel
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Elisa Niel
Date:03/27/2026
Joseph Niel
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Joseph Niel
Date:03/27/2026

FAQ

What new equity derivative transaction involving Millicom (TIGO) is disclosed in Amendment No. 27?

Atlas Investissement entered a New Equity Derivative Transaction with an unaffiliated bank. Under amended agreements, it expects to purchase up to an additional 3,250,000 Millicom Common Shares on or before June 30, 2026, with timing and quantity driven by the bank’s hedging position.

How much additional financing did Atlas Investissement arrange in connection with its Millicom (TIGO) position?

Atlas Investissement increased the maximum amount available under its secured equity financing transactions by approximately USD 190,000,000. These Upsize Transactions with four banks are limited to funding a scheduled partial settlement of an existing equity derivative and paying related transaction costs and expenses.

How is the 46.0% ownership percentage in Millicom (TIGO) calculated for Atlas Investissement?

The 46.0% figure is based on 167,540,829 Millicom Common Shares outstanding as of February 28, 2026. That number reflects 169,000,000 shares outstanding less 1,459,171 shares held in treasury, as disclosed on the issuer’s website and referenced in the amendment.

Do Atlas Investissement and its affiliates control voting on Millicom (TIGO) shares held by the bank for hedging?

Under the Amended Equity Derivative Transaction Agreements, Atlas Investissement has no direct or indirect voting, investment or dispositive control over Millicom shares held by the bank for hedging. The bank does not notify or consult Atlas Investissement regarding voting rights on those hedging-position shares before settlement.

Have the reporting persons made other recent Millicom (TIGO) share transactions besides those in Amendment No. 27?

The amendment states that, except for the transactions described in Item 4, the reporting persons have not effected any transactions in Millicom Common Shares since Amendment No. 26 was filed on March 13, 2026. This limits recent activity to the newly disclosed financing and derivative arrangements.
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