SCHEDULE 13D/A: Niel Family Entities Boost Millicom Stake to 41.88% Through Recent SDR Acquisitions and Amended Senior Facilities

Entities controlled by Xavier Niel and his family have increased their beneficial ownership in Millicom International Cellular S.A. to 41.88% through recent Swedish Depositary Receipt acquisitions, financed by an amended senior facilities agreement.

Summary

• Atlas Investissement SAS, Atlas SAS, Iliad Holding SAS, and the Niel Family (Xavier, Jules, John, Elisa, and Joseph Niel) collectively beneficially own 70,470,018 common shares and Swedish Depositary Receipts (SDRs) of Millicom International Cellular S.A., representing 41.88% of the outstanding shares as of March 14, 2025.
• Atlas recently acquired an additional 803,818 SDRs between March 13 and March 17, 2025, for an aggregate purchase price of SEK 240,965,194.19 (approximately $23.2 million USD based on SEK/USD exchange rate of 0.0963 as of March 17, 2025).
• These acquisitions were financed through a drawdown from the Long-Term Financing pursuant to the Senior Facilities Agreement, which was amended and restated on February 28, 2025.
• Atlas had a non-exclusive blind mandate purchase plan with DNB Markets from March 13 to March 17, 2025, allowing for purchases of up to 7,333,800 SDRs, with DNB Markets independently determining volume and timing.
• The Senior Facilities Agreement includes term loan facilities (Facility B1, B2, B3) and a revolving credit facility, with total commitments as of February 28, 2025, including $747,217,833.80 for Facility B2, $67,639,108.34 for Facility B3, and $100,000,000 for the Original Revolving Facility.
• The purpose of the facilities includes financing acquisitions, refinancing existing indebtedness (like the Margin Loan), and covering transaction costs.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The Niel Family's continued and increasing investment in Millicom, reaching a significant 41.88% stake, indicates strong confidence in the company. The structured financing through a senior facilities agreement provides stability for these strategic moves. While there are inherent risks associated with debt and large acquisitions, the overall tone is one of strategic commitment and execution.

Positives

• The Niel Family's increased stake to 41.88% demonstrates continued strong commitment and confidence in Millicom International Cellular S.A.'s future.
• The structured financing through the amended Senior Facilities Agreement provides a clear framework for ongoing strategic acquisitions and operational funding.
• The use of a blind mandate purchase plan indicates a disciplined approach to market acquisitions, aiming to minimize market impact while accumulating shares.

Risks

• The Senior Facilities Agreement contains financial covenants, including a Proportionate Net Leverage Ratio, which, if breached, could trigger an Event of Default.
• A 'Change of Control' event, as defined in the Senior Facilities Agreement (e.g., Niel Family's beneficial ownership falling below 50% or Topco's direct holding in the Company falling below 90%), could entitle lenders to cancel commitments and demand repayment.
• The LTV Ratio for Facility B2 must not exceed 45% and for Facility B3 and Additional Facilities must not exceed 50% pro forma for any utilization, posing a risk if the Target Share Value declines.
• Mandatory prepayment obligations exist based on Excess Cash Flow and Net Cash Proceeds from Take-Out Financing or Equity Offerings, which could impact the company's liquidity or strategic flexibility.
• Compliance with various securities laws (e.g., Regulation S, Rule 144, MAR, Exchange Act) and anti-corruption, anti-money laundering, and sanctions laws is critical, with potential for default if violated.
• If the Target ceases to be a foreign private issuer (FPI Status Event) while Target Shares are subject to Transaction Security, amendments to financing documents may be required to prevent Finance Parties from becoming subject to Section 16 of the Exchange Act.
• The Senior Facilities Agreement includes provisions for 'Excluded Matters' and 'Agreed Security Principles' that limit the scope and enforceability of guarantees and security, which could affect lender recourse in certain scenarios.

Future Outlook

The filing indicates a continued interest in acquiring Millicom shares, as evidenced by the recent purchases and the non-exclusive purchase mandate. The Senior Facilities Agreement provides a long-term financing structure for these and future acquisitions, suggesting a sustained strategic investment in Millicom. The financial covenants and mandatory prepayment clauses in the loan agreement will influence future financial decisions and capital allocation.

Industry Context

This filing reflects a significant and growing stake by the Niel Family in Millicom, a major telecommunications operator in Latin America. Such a large ownership position by a prominent industry figure like Xavier Niel could signal a long-term strategic interest in the Latin American telecom market, potentially leading to further consolidation or operational changes within Millicom. It aligns with a broader trend of strategic investors taking substantial positions in established telecom companies to drive value or pursue specific market strategies.

Corporate Governance

Related Party Transactions

• The reporting persons (Atlas Investissement SAS, Atlas SAS, Iliad Holding SAS, and the Niel Family) are related parties, with Atlas Investissement controlling Atlas, Iliad Holding controlling Atlas Investissement, and Xavier Niel being the President of Iliad Holding and Atlas Investissement.
• The Senior Facilities Agreement includes a 'Limitation on Affiliate Transactions' clause, generally requiring transactions with Affiliates to be on arm's length terms or better and for full market value, with specific exceptions for permitted dividends, loans, and advances.

Stakeholder Impact

• **Shareholders (Millicom)**: Increased ownership concentration by the Niel Family could lead to more centralized control and strategic direction. Minority shareholders might be impacted by potential squeeze-out or delisting procedures if the Niel Family's stake continues to grow.
• **Lenders**: The Senior Facilities Agreement provides a structured financing arrangement with specific covenants, security, and repayment terms, defining their risk and return profile. The 'Change of Control' clause offers protection.
• **Employees**: No direct impact mentioned, but strategic shifts or operational changes driven by the new ownership could indirectly affect employees.
• **Customers/Suppliers**: No direct impact mentioned, but the long-term strategic vision of the Niel Family for Millicom could influence service offerings or supply chain relationships.
• **Creditors (Existing)**: The refinancing of the Margin Loan is a direct impact. Other existing creditors of Millicom (e.g., bondholders under the Target Indenture) are subject to the intercreditor arrangements and the overall financial health of the company under the new debt structure.

Next Steps

• Atlas may continue to acquire Millicom shares, potentially up to the maximum allowed under the terminated purchase mandate (7,333,800 SDRs), or through other means.
• The company will need to comply with the financial covenants (Proportionate Net Leverage Ratio) and other undertakings outlined in the Senior Facilities Agreement.
• Mandatory prepayments may be triggered by Excess Cash Flow or proceeds from Take-Out Financing/Equity Offerings, requiring the company to manage its liquidity and debt repayment schedule.
• Ongoing compliance with securities laws, anti-corruption, anti-money laundering, and sanctions regulations is required.

Key Dates

Keywords

Millicom, Atlas Investissement, Xavier Niel, Telecom, Ownership Stake, SEC Filing, Schedule 13D, Swedish Depositary Receipts, SDRs, Senior Facilities Agreement, Debt Financing, Acquisition, Beneficial Ownership, Corporate Governance, Financial Covenants, Market Abuse Regulation, Sanctions Compliance