SCHEDULE: Atlas Investissement Boosts Millicom Stake to 46% with New Financing

Atlas Investissement has increased its beneficial ownership in Millicom International Cellular S.A. to 46.0% through an upsizing of existing equity financing and a new derivative transaction to acquire an additional 3.25 million shares.

Summary

• Atlas Investissement, along with its controlling entities (Iliad Holding, Maya, and the Niel Family), now beneficially owns 77,070,018 common shares of Millicom International Cellular S.A., representing 46.0% of the outstanding shares.
• This increased ownership reflects 73,820,018 shares previously disclosed and an expected purchase of an additional 3,250,000 common shares.
• The additional shares are expected to be acquired under Amended Equity Derivative Transaction Agreements on or before June 30, 2026.
• Atlas Investissement upsized its existing secured equity financing transactions by an aggregate of approximately USD 190,000,000 with four unaffiliated third-party financial institutions: BNP Paribas, Crédit Agricole Corporate and Investment Bank, Natixis, and Societe Generale.
• The purpose of this upsizing is to fund a forthcoming scheduled partial settlement of an original Equity Derivative Transaction and cover related transaction costs and expenses.
• New first demand guarantees have been issued by the Guarantor to the benefit of the financial institutions, replacing previous initial guarantees.
• The new equity derivative transaction involves Atlas Investissement paying cash to the Bank for shares, with physical settlement expected, and cash dividends being passed to Atlas Investissement.
• Atlas Investissement does not have voting, investment, or dispositive control over shares held by the Bank for hedging until physical delivery.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating a strengthened financial position for Atlas Investissement's strategic stake in Millicom and a clear intent to increase its ownership, which could be a bullish signal for Millicom's stock.

Positives

• Increased beneficial ownership by Atlas Investissement to 46.0% signals strong confidence in Millicom International Cellular S.A.
• Successful upsizing of equity financing by USD 190,000,000 demonstrates continued financial support and access to capital for strategic investments.
• The new equity derivative transaction provides a clear path to acquire an additional 3,250,000 shares, further consolidating Atlas Investissement's position.
• The option to extend the maturity date for the Prepaid Forwards and Equity Swaps (up to five years) provides flexibility in the financing structure.

Negatives

• Atlas Investissement is obligated to pay legal fees related to the drafting, negotiation, and execution of the amendment agreements and new guarantees.
• The financing involves pledges over Millicom common shares held by Atlas Investissement, which could be a risk in adverse market conditions.

Risks

• Enforcement of security interests: The Pledge Agreement and Cash Collateral Agreement secure Party B's (Atlas Investissement's) obligations, and Party A (the banks) has rights to enforce these.
• Market Disruption Events: Provisions exist for adjustments or termination of transactions in case of market disruption, which could impact the value or settlement of the derivative transactions.
• Extraordinary Events: Events such as Tender Offers, Merger Events, Delisting, Nationalisation, Insolvency Event, Insolvency Filing Event, or an Insolvency Proceeding Event could trigger termination of the transactions.
• Change in Law: New laws or regulations, or changes in their interpretation, could make a transaction illegal or result in additional taxes/withholdings, potentially leading to termination.
• Increased Cost of Hedging: The Bank (hedging party) may incur increased costs of hedging, which could impact the transaction terms.
• Counterparty's compliance with trading guidelines: The Bank uses commercially reasonable efforts to comply with trading guidelines, but deviations or adjustments may occur due to changes in law or internal policies.
• Counterparty's lack of control over voting rights: Atlas Investissement will not have direct or indirect voting, investment, or dispositive control over shares held by the Bank for hedging until settlement and delivery.

Future Outlook

Atlas Investissement expects to purchase up to an additional 3,250,000 common shares of Millicom International Cellular S.A. on or before June 30, 2026, through amended equity derivative transaction agreements. The timing and exact number of shares will depend on the Bank's hedging position. The maturity dates for the prepaid forwards and equity swaps can be extended up to the fifth anniversary of the Amendment Date (March 27, 2031) with the consent of the financial institutions.

Management Comments

• Atlas Investissement has the full authority and capacity to enter into this Amendment Agreement, and that this Amendment Agreement has been duly authorised by all internal procedures or any other competent internal authority.
• The Guarantor has the full authority and capacity to grant each New Guarantee and that each New Guarantee has been duly authorised by all internal procedures or any other competent internal authority.

Industry Context

StockSavvy.ai notes that this filing reflects a continued trend of strategic investors consolidating significant stakes in telecommunications companies, particularly in emerging markets where Millicom operates. The use of complex equity derivative structures and syndicated financing from multiple banks is common for large-scale strategic investments, allowing for flexible capital deployment and risk management. The increased stake by Atlas Investissement could signal a long-term commitment and potentially influence future strategic directions or M&A activities within the sector.

Comparison to Industry Standards

• The use of FBF Master Agreements and ISDA Master Agreements for equity derivative transactions is standard practice in international financial markets, aligning with global benchmarks for managing complex financial instruments.
• The syndicated financing approach involving multiple major European banks (BNP Paribas, Crédit Agricole, Natixis, Societe Generale) is typical for large-scale equity financing, spreading risk and leveraging diverse capital sources, comparable to similar arrangements seen in major telecom infrastructure projects or large-cap equity investments globally.
• The beneficial ownership of 46.0% by Atlas Investissement is a substantial stake, approaching a controlling interest, which is a common strategic move by large investment groups aiming for significant influence or eventual full acquisition in target companies, similar to activist investor positions or private equity buyouts in the telecom space.

Stakeholder Impact

• Shareholders (Millicom): Increased beneficial ownership by a strategic investor (Atlas Investissement) could signal stability and long-term commitment, potentially leading to positive market perception. The additional share purchases could reduce float and increase demand.
• Creditors (Financial Institutions): The upsizing of secured equity financing and new guarantees provide continued business and security for the lending banks.
• Atlas Investissement: Consolidates its strategic position in Millicom, increasing its influence and potential returns from the investment.

Next Steps

• Atlas Investissement expects to purchase up to an additional 3,250,000 Common Shares on or before June 30, 2026.
• The timing and number of shares for the new equity derivative transaction will be determined based on the Bank's hedging position.
• Party B (Atlas Investissement) may request to extend the Maturity Date of the Prepaid Forwards and Equity Swaps to the fourth or fifth anniversary of the Amendment Date, subject to Party A's consent.
• Party B is obligated to pay legal fees to Party A's and Other Banks' counsels within thirty (30) calendar days following request.

Key Dates

Recommendation

The significant increase in beneficial ownership by Atlas Investissement to 46.0% and the planned acquisition of an additional 3.25 million shares demonstrate a strong conviction in Millicom's value. The substantial upsizing of equity financing by USD 190 million further solidifies Atlas Investissement's strategic commitment and financial capacity. This aggressive accumulation of shares by a major investor, coupled with flexible long-term financing, suggests a bullish outlook and potential for future strategic actions, making Millicom a compelling 'buy' for investors seeking exposure to a company with strong institutional backing.

Keywords

Millicom International Cellular, Atlas Investissement, Equity Financing, Schedule 13D, Beneficial Ownership, Equity Derivatives, Prepaid Forwards, Equity Swaps, BNP Paribas, Crédit Agricole, Natixis, Societe Generale, Share Acquisition, Strategic Investment, Corporate Governance, SEC Filing