Millicom International Cellular S.A. ("Millicom") (NASDAQ:MICC)
(STO:MIC) today announces its offers to purchase (the "Tender
Offers") for cash up to $300 million in aggregate principal amount
(the "Maximum Offer Amount") of the following debt securities (the
"Notes"):
Title of each Series CUSIP ISINs
Principal Amount Purchase Price*
Early Tender Premium* Acceptable Bid Price
Range*† 4.750% Senior Notes due 2020 600814AK3 US600814AK33;
XS0921332069 $500,000,000 $988.75 $30 N/A 6.625% Senior Notes due
2021 600814AL1 US600814AL16;XS0980363344 $800,000,000 N/A $30
$1,042.50 -$1,062.50
* per $1,000 in principal amount
† includes Early Tender Premium
The Tender Offers are made on the terms and subject to the
conditions set forth in the Tender Offer Memorandum dated 30
November 2016. Millicom believes that these bond purchases will
further enhance the group's financial efficiency by lowering the
annual interest charge, reducing the U.S. dollar proportion of the
group's gross debt, and smoothing the debt maturity profile.
The Tender Offers will expire at 5:00 pm New York time (NYT) on
6 January 2017 (the "Expiration Deadline"). In order to be eligible
for the Early Tender Premium, Noteholders must validly tender (and
not withdraw) their Notes on or before 5:00 pm NYT on 13 December
2016 (the "Early Tender Deadline"). Noteholders may only withdraw
their tendered Notes until 5:00 pm NYT on 13 December 2016 (the
"Withdrawal Deadline"). Noteholders who validly tender their Notes
after the Early Tender Deadline but on or before the Expiration
Deadline will not be eligible to receive the Early Tender Premium,
even if their Notes are accepted for purchase.
The Tender Offers comprise two offers. Millicom is offering
purchase consideration per $1,000 principal amount of the 2020
Notes accepted for purchase equal to: (i) the sum of the Purchase
Price, the Early Tender Premium and Accrued Interest for those
Noteholders who validly tender their 2020 Notes on or before the
Early Tender Deadline; and (ii) the sum of the Purchase Price and
Accrued Interest for those Noteholders who validly tender their
2020 Notes after the Early Tender Deadline but on or before the
Expiration Deadline. Millicom is offering purchase consideration
per $1,000 principal amount of the 2021 Notes accepted for purchase
equal to: (i) an amount that will be determined pursuant to a
modified "Dutch Auction" process in which Noteholders will receive
a Clearing Price, which will be established within the Acceptable
Bid Price Range indicated above as further described in the Tender
Offer Memorandum, plus Accrued Interest for those Noteholders who
validly tender their 2021 Notes on or before the Early Tender
Deadline, and (ii) the sum of the Clearing Price less the Early
Tender Premium plus Accrued Interest for those Noteholders who
validly tender their 2021 Notes after the Early Tender Deadline but
on or before the Expiration Deadline.
The maximum aggregate principal amount of the 2020 Notes
accepted for purchase will be the Maximum Offer Amount, and the
maximum aggregate principal amount of 2021 Notes accepted for
purchase will be the Maximum Offer Amount less the aggregate
principal amount of 2020 Notes purchased (the "Auction Cap"),
subject in each case to the prorationing provisions described in
the Tender Offer Memorandum. If the Tender Offers are fully
subscribed at the Early Tender Deadline, Noteholders who tender
their Notes after the Early Tender Deadline will not have any of
their Notes accepted for purchase.
Provided that all conditions to the Tender Offers described in
the Tender Offer Memorandum have been satisfied or waived to
Millicom's satisfaction, Millicom may elect to accept and pay for
those Notes validly tendered on or before the Early Tender Date
within three business days of the Early Tender Date, which is
expected to be on or about 16 December 2016. Any tendered Notes
accepted for purchase on the Expiration Date (subject to the
satisfaction or waiver of all conditions to the Tender Offers
described in the Tender Offer Memorandum) will be settled within
three business days of such date, which is expected to be on or
about 11 January 2017.
Subject to applicable law and as further described in the Tender
Offer Memorandum, Millicom, in its sole discretion, may extend,
amend, waive any condition of or terminate the Tender Offers at any
time, including by increasing the Maximum Offer Amount or the
Auction Cap. The Tender Offers are not conditioned upon the tender
of a minimum principal amount of Notes, but are subject to certain
conditions described in the Tender Offer Memorandum, and no
consideration will be paid if the conditions are not satisfied or
waived. Notes that are not validly tendered and/or not purchased
will remain outstanding
This press release is qualified in its entirety by the Tender
Offer Memorandum. This press release will also be posted on the
website of the Luxembourg Stock Exchange.
The tender agent for the Tender Offers is Citibank N.A., London
Branch. Any questions or requests for assistance or copies of the
consent solicitation statement may be directed to Citibank N.A.,
London Branch, at +44 20 7508 3867 or by e-mail to
exchange.gats@citi.com.
Millicom has retained Goldman Sachs International and J.P.
Morgan Securities plc to act as dealer managers in connection with
the Tender Offers. Questions regarding the Tender Offers may be
directed to Goldman Sachs International at +44 20 7774 9862; + 1
800 828 3182 (US toll free); +1 212 902 6941 or by email to
liabilitymanagement.eu@gs.com or J.P. Morgan Securities plc at +44
207 134 2468, +1 866 834 4666 (US toll free) or +1 212 834 3617
(collect) or by email to em_europe_lm@jpmorgan.com.
This press release is for information purposes only and does not
constitute an offer to purchase nor the solicitation of an offer to
sell any of the securities described herein nor shall there be any
offer or sale of such securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The Tender Offers
are being made pursuant to the Tender Offer Memorandum, which sets
forth the complete terms and conditions of the Tender Offers.
Capitalized terms used in this announcement and not otherwise
defined have the meanings ascribed to them in the Tender Offer
Memorandum. Noteholders can obtain copies of the Tender Offer
Memorandum from the tender agent or the dealer managers.
Noteholders are urged to read the Tender Offer Memorandum carefully
before making any decision with respect to their Notes.
Any individual or company whose Notes are held by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity and instruct such entity, as the holder of such
Notes, to tender their Notes in accordance with the customary
procedures of Euroclear, Clearstream or DTC, as applicable. If any
holder is in any doubt as to the action it should take, it is
recommended for such holder to seek its own financial and legal
advice, including as to any tax consequences, immediately from its
stockbroker, bank, manager, solicitor, accountant or other
independent financial or legal adviser. The Tender Offers are not
being made to, nor will Millicom accept tenders of Notes from,
holders in any jurisdiction in which it is unlawful to make such an
offer or solicitation. None of Millicom, the dealer managers, the
tender agent nor the trustee for the Notes makes any recommendation
as to whether Noteholders should tender their Notes in response to
the Tender Offers or at what bid prices holders of the 2021 Notes
should tender their Notes.
Certain statements in this press release, including those
describing the completion of the Tender Offers, constitute
forward-looking statements. These statements are not historical
facts but instead represent only Millicom's belief regarding future
events, many of which, by their nature, are inherently uncertain
and outside Millicom's control. It is possible that actual results
will differ, possibly materially, from the anticipated results
indicated in these statements.
About Millicom
Millicom is a leading telecom and media company dedicated to
emerging markets in Latin America and Africa. Millicom sets the
pace when it comes to providing innovative and customer-centric
digital lifestyle services through its principal brand, Tigo.
Millicom employs more than 16,000 people and provides mobile
services to more than 57 million customers, with a Cable footprint
of more than 7.5 million homes passed. Founded in 1990, Millicom
International Cellular SA is headquartered in Luxembourg and listed
on NASDAQ OMX Stockholm under the symbol MIC. In 2015, Millicom
generated revenue of USD 6.73 billion and Adjusted EBITDA of USD
2.27 billion.
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version on businesswire.com: http://www.businesswire.com/news/home/20161130005557/en/
For further information please visit: www.millicom.com or
contact:Press:Vivian Kobeh, Corporate Communications DirectorTel:
+352 277 59084 / mobile +1 305
3022858press@millicom.comorInvestors:David Boyd, Interim Investor
Relations DirectorTel: +44 20 3249 2413 /
investors@millicom.comorMauricio Pinzon, Investor Relations
ManagerTel: +44 20 3249 2460 / investors@millicom.com
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