MICCF Millcom Swed Dep Rec (PK)

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 12)*
MILLICOM INTERNATIONAL CELLULAR S.A.
(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, EC2N 4BQ Tel: +44(0)20 7519 7289
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 1, 2024
(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: x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

 

CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Atlas Luxco S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO, BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   49,966,734(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   49,966,734(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   49,966,734(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.18%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

(1) Reflects 49,966,734 Swedish Depositary Receipts (“SDRs”) beneficially owned by Atlas Luxco S.à r.l. (“Atlas”), which may be exchanged for Issuer common shares, par value $1.50 per share (“Common Shares”), on a one-for-one basis. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, as the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and NJJ Holding.

 

 

CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Atlas Investissement
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   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	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   49,966,734(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   49,966,734(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   49,966,734(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.18%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

(1) Reflects 49,966,734 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, as the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and NJJ Holding.

 

 

CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   NJJ Holding
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   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	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   49,966,734(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   49,966,734(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   49,966,734(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.18%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

(1) Reflects 49,966,734 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, as the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and NJJ Holding.

 

 

CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Xavier Niel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   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	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   49,966,734(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   49,966,734(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   49,966,734(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   29.18%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1) Reflects 49,966,734 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, as the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and NJJ Holding.

 

 

Explanatory Note

 

This Amendment No. 12 (“Amendment No. 12”) 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 (the “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, as amended by Amendment No. 2 to the Schedule 13D filed on April 26, 2023, as amended by Amendment No. 3 to the Schedule 13D filed on May 12, 2023, as amended by Amendment No. 4 to the Schedule 13D filed on May 25, 2023, as amended by Amendment No. 5 to the Schedule 13D filed on June 2, 2023 (“Amendment No. 5”), as amended by Amendment No. 6 to the Schedule 13D filed on July 24, 2023 (“Amendment No. 6”), as amended by Amendment No. 7 to the Schedule 13D filed on August 24, 2023 (“Amendment No. 7”), as amended by Amendment No. 8 to the Schedule 13D filed on October 2, 2023 (“Amendment No. 8”), as amended by Amendment No. 9 to the Schedule 13D filed on November 8, 2023, as amended by Amendment No. 10 to the Schedule 13D filed on January 17, 2024 (“Amendment No. 10”), as amended by Amendment No. 11 to the Schedule 13D filed on May 23, 2024 (“Amendment No. 11”, and as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 12 shall have the same meanings ascribed to them in the Schedule 13D.

 

Atlas’ tender offer for all of the Issuer’s outstanding Common Shares and SDRs referred to in this Schedule 13D commenced on July 1, 2024. This Schedule 13D is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Issuer or any other securities, nor is it a substitute for the Tender Offer Statement and Rule 13e-3 Transaction Statement, including the Offer to Purchase (as defined below), Letter of Transmittal (as defined below) and related documents, that Atlas has filed under cover of Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”), and the Solicitation/Recommendation Statement on Schedule 14D-9 that the Issuer will file with the SEC. The US Offer is only being made pursuant to the Offer to Purchase, the Letter of Transmittal and related documents filed as a part of the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO. The Tender Offer Statement and Rule 13e-3 Transaction Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 of the Issuer contain or will contain important information that US Holders of Common Shares should consider before making any decision with respect to the tender offer. US Holders of Common Shares are urged to read these documents carefully. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing such requests to the Information Agent for the tender offer that is named in the Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

The maximum amount of funds required to consummate the Offers (as defined below) is approximately USD $2.9 billion, or SEK 30.9 billion. The consummation of the Offers is not subject to any financing condition.

 

The aggregate purchase price for Common Shares and SDRs validly tendered and accepted in the Offers will be funded with borrowings from external debt financing available to Atlas. Atlas has obtained one or more debt commitment letters, which include an irrevocable and unconditional undertaking by the relevant financing sources to execute, within 24 hours of written request by Atlas an English law governed interim facilities agreement in a form agreed upon (the “Interim Facilities Agreement”) for a maximum amount of USD $8,000,000,000 (the “Initial Debt Financing”) (the debt commitment letters, together with the Interim Facilities Agreement, the “Commitment Letters”). Atlas intends to replace or refinance all or a substantial part of the Initial Debt Financing with the Long-Term Financing (as defined in the Offer to Purchase).

 

 

The foregoing description is qualified in its entirety by reference to the Section entitled “The Tender Offers — Source and Amount of Funds” in the Offer to Purchase, which is included as an exhibit to this Schedule 13D and incorporated herein by reference.

 

The foregoing description is also qualified in its entirety by reference to the Form of Commitment Letter concerning the Interim Facilities Agreement, which is filed as an exhibit hereto and incorporated herein by reference.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On July 1, 2024, Atlas commenced an offer to purchase, through separate but concurrent offers in Sweden (the “Swedish Offer”) and the United States (the “US Offer”), all of the outstanding Common Shares, including SDRs (the SDRs, together with the Common Shares, the “Shares”), for USD $24.00 per Common Share and USD $24.00 per SDR (each such amount, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and for the US Offer the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and together with the Offer to Purchase and other materials related to the Swedish Offer and the US Offer, as each may be amended or supplemented from time to time, the “Offers”).

 

In the US Offer, the Offer Price of USD $24.00 per Common Share is payable net to the seller in cash, without interest, less any withholding taxes that may be applicable. In the Swedish Offer, settlement will be made in SEK and the Offer Price of USD $24.00 per SDR will be converted into SEK in connection with settlement.

 

The initial acceptance period for the Offers (the “Offer Period”) commenced on July 1, 2024, and will expire at one minute after 10:59 a.m. EST, or one minute after 4:59 p.m. CEST, on August 16, 2024, unless the Offer Period is extended (the end of the Offer Period, as may be extended, the “Expiration Time”).

 

If the conditions for completion of the Offers are satisfied and the Offers are successful, following consummation of the Offers, to the extent legally permitted by applicable law, Atlas currently intends to delist the Common Shares from the Nasdaq Stock Market and the SDRs from Nasdaq Stockholm, Large Cap, to terminate registration of the Common Shares under Section 12(g)(4) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and to suspend Millicom’s reporting obligations under Section 15(d) of the Exchange Act.

 

The foregoing description of the Offers is qualified in its entirety by reference to the Offer to Purchase and Letter of Transmittal, each of which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

 

Additional information set forth in the “Special Factors” Section in the Offer to Purchase, which is included as an exhibit to this Schedule 13D, is incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

 

(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on 171,255,664 Common Shares outstanding as of June 18, 2024 (based on 172,096,305 Common Shares outstanding, less 840,641 Common Shares held in treasury, as set forth in the last relevant update available on the date hereof in the “Stock Information” section of the Issuer’s website).

 

The aggregate number and percentage of Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

 

 

As of July 3, 2024, Atlas beneficially owned 49,966,734 SDRs, which may be exchanged for Common Shares on a one-for-one basis.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Atlas to the extent it directly holds the securities reported herein) is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares.

 

(c) The Reporting Persons have not effected any transactions in Common 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 Items 3 and 4 of this Amendment No. 12 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:

 

8

Form of Commitment Letter concerning the Interim Facilities Agreement (incorporated by reference to Exhibit (b) to the Schedule TO-T/Schedule 13E-3 filed with the SEC by the Reporting Persons on July 1, 2024).

 

9.

Offer to Purchase, dated July 1, 2024 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T/Schedule 13E-3 filed with the SEC by the Reporting Persons on July 1, 2024).

 

10.

Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-T/Schedule 13E-3 filed with the SEC by the Reporting Persons on July 1, 2024).

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 3, 2024

 

ATLAS LUXCO S.À R.L.
By:	/s/ Anthony Maarek
Name:	Anthony Maarek
Title:	Manager
By:	/s/ Tigran Khachatryan
Name:	Tigran Khachatryan
Title:	Manager
ATLAS INVESTISSEMENT
By:	/s/ Xavier Niel
Name:	Xavier Niel
Title:	Président of NJJ Holding itself Président of Atlas Investissement
NJJ HOLDING
By:	/s/ Xavier Niel
Name:	Xavier Niel
Title:	Président
XAVIER NIEL
By:	/s/ Xavier Niel

 

[Millicom International Cellular S.A. - Schedule 13D/A]

 

 

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