Atlas Investissement discloses 70.47M TIGO shares, $800M facility
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.
Positive
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Insights
42.2% stake reaffirmed; $800M secured financing against TIGO shares.
Atlas Investissement and related parties report 70,470,018 shares of TIGO, or 42.2% based on 167,084,562 outstanding as of September 30, 2025. Voting and dispositive power are shared across the reporting group; sole powers are zero. This preserves the previously disclosed control profile without stating changes in share count.
The amendment adds a financing layer: ~USD 800 million via prepaid forwards and equity swaps, secured by pledged TIGO shares and subject to margin call mechanisms. Proceeds are earmarked to refinance the Senior Facilities Agreement and related costs, with potential working capital use for Atlas.
The instruments can influence future trading dynamics through counterparties’ hedging, but the text states the arrangements do not require share purchases by Atlas or the banks. Subsequent filings may detail any effects tied to collateral or margin activity.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)
|
MILLICOM INTERNATIONAL CELLULAR SA (Name of Issuer) |
Common Shares (Title of Class of Securities) |
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) |
11/12/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Atlas Investissement SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Iliad Holding SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Maya SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Xavier Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Jules Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
John Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Elisa Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | L6388F110 |
| 1 |
Name of reporting person
Joseph Niel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
70,470,018.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
MILLICOM INTERNATIONAL CELLULAR SA | |
| (c) | Address of Issuer's Principal Executive Offices:
8400 NW 36th Street, Suite 530, Doral,
FLORIDA
, 33166. | |
Item 1 Comment:
This Amendment No. 24 ("Amendment No. 24") to Schedule 13D relates to the Common Shares, par value $1.50 per share (the "Common Shares"), of Millicom International Cellular S.A., a Luxembourg company ("Issuer"), and amends and supplements the initial statement on Schedule 13D filed on February 24, 2023, as amended by Amendment No. 1 to the Schedule 13D filed on March 28, 2023, Amendment No. 2 to the Schedule 13D filed on April 26, 2023, Amendment No. 3 to the Schedule 13D filed on May 12, 2023, Amendment No. 4 to the Schedule 13D filed on May 25, 2023, Amendment No. 5 to the Schedule 13D filed on June 2, 2023, Amendment No. 6 to the Schedule 13D filed on July 24, 2023, Amendment No. 7 to the Schedule 13D filed on August 24, 2023, Amendment No. 8 to the Schedule 13D filed on October 2, 2023, Amendment No. 9 to the Schedule 13D filed on November 8, 2023, Amendment No. 10 to the Schedule 13D filed on January 17, 2024, Amendment No. 11 to the Schedule 13D filed on May 23, 2024, Amendment No. 12 to the Schedule 13D filed on July 3, 2024, Amendment No 13. to the Schedule 13D filed on July 22, 2024, Amendment No. 14 to the Schedule 13D filed on August 2, 2024, Amendment No. 15 to the Schedule 13D filed on August 26, 2024, Amendment No. 16 to the Schedule 13D filed on September 9, 2024, Amendment No. 17 to the Schedule 13D filed on October 11, 2024, Amendment No. 18 to the Schedule 13D filed on March 12, 2025, Amendment No. 19 to the Schedule 13D filed on March 17, 2025, Amendment No. 20 to the Schedule 13D filed on August 13, 2025, Amendment No. 21 to the Schedule 13D filed on August 22, 2025, Amendment No. 22 to the Schedule 13D filed on September 4, 2025, and Amendment No. 23 to the Schedule 13D filed on September 22, 2025 (as so amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 24 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On November 12, 2025, Atlas Investissement entered into four separate master agreements on substantially the same terms relating to transactions on forward financial instruments (each, a "Master Agreement") with four unaffiliated third party financial institutions, pursuant to which Atlas Investissement entered into transactions consisting each of prepaid forwards and equity swaps that together constitute an aggregate of approximately USD 800 million secured equity financing transaction based on the value of Common Shares owned by Atlas Investissement (and including margin call mechanisms). The purpose of such equity financing transaction is limited to the refinancing of the Senior Facilities Agreement referred to in Amendment No. 15 to the Schedule 13D and the payment of related transaction costs and expenses, and any remaining excess cash will be used for working capital purposes of Atlas Investissement (including for the avoidance of doubt repayment in whole or in part of any existing or future intragroup loans owed by Atlas Investissement). The security for these transactions includes pledges over the Common Shares held by Atlas Investissement.
For the avoidance of doubt, the implementation of the above-mentioned transactions does not require the purchase of any Common Shares by either of Atlas Investissement or its counterparties under the above transactions.
The foregoing description of the transactions is qualified in its entirety by reference to the terms of each of the Master Agreement, prepaid forwards confirmations and equity swaps confirmations, each of which is filed as exhibit to this Amendment No. 24 and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 11 and 13 of each of the cover pages. | |
| (b) | See Items 7 through 10 of each of the cover pages. | |
| (c) | Except as described in Item 4 above and in Item 4 of Amendment No. 23 to the Schedule 13D filed on September 22, 2025, the Reporting Persons have not effected any transactions in Shares during the past sixty days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 24 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended by adding the following exhibits:
31. Master Agreement Relating to Transactions on Forward Financial Instruments, dated November 12, 2025, by and between Atlas Investissement SAS and BNP Paribas
32. Master Agreement Relating to Transactions on Forward Financial Instruments, dated November 12, 2025, by and between Atlas Investissement SAS and Credit Agricole Corporate and Investment Bank
33. Master Agreement Relating to Transactions on Forward Financial Instruments, dated November 12, 2025, by and between Atlas Investissement SAS and Natixis
34. Master Agreement Relating to Transactions on Forward Financial Instruments, dated November 12, 2025, by and between Atlas Investissement SAS and Societe Generale
35. Confirmation of Prepaid Forwards, dated November 12, 2025, by and between Atlas Investissement SAS and BNP Paribas
36. Confirmation of Prepaid Forwards, dated November 12, 2025, by and between Atlas Investissement SAS and Credit Agricole Corporate and Investment Bank
37. Confirmation of Prepaid Forwards, dated November 12, 2025, by and between Atlas Investissement SAS and Natixis
38. Confirmation of Prepaid Forwards, dated November 12, 2025, by and between Atlas Investissement SAS and Societe Generale
39. Confirmation of Equity Swaps, dated November 12, 2025, by and between Atlas Investissement SAS and BNP Paribas
40. Confirmation of Equity Swaps, dated November 12, 2025, by and between Atlas Investissement SAS and Credit Agricole Corporate and Investment Bank
41. Confirmation of Equity Swaps, dated November 12, 2025, by and between Atlas Investissement SAS and Natixis
42. Confirmation of Equity Swaps, dated November 12, 2025, by and between Atlas Investissement SAS and Societe Generale | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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