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X0202 SCHEDULE 13D/A 0001952901 XXXXXXXX LIVE 27 Common Shares 03/27/2026 false 0000912958 L6388F110 MILLICOM INTERNATIONAL CELLULAR SA 8400 NW 36th Street Suite 530 Doral FL 33166 Denis Klimentchenko 44(0)20 7519 7289 Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 22 Bishopsgate London X0 EC2N 4BQ 0001952901 N Atlas Investissement SAS b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 CO (1) Reflects 73,820,018 common shares, par value $1.50 per share ("Common Shares") of Millicom International Cellular S.A., a Luxembourg company (the "Issuer"), referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement SAS , a company incorporated under French law as a societe par actions simplifiee ("Atlas Investissement"), plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements (as defined in Item 4 below) on or before June 30, 2026. Iliad Holding SAS ("Iliad Holding"), as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya SAS ("Maya"), as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. Xavier Niel, the President of Maya, Jules Niel, John Niel, Elisa Niel and Joseph Niel (together, the "Niel Family") may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Y Iliad Holding SAS b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 CO (1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Y Maya SAS b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 CO (1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Y Xavier Niel b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 IN (1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Y Jules Niel b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 IN (1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Y John Niel b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 IN (1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Y Elisa Niel b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 IN (1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Y Joseph Niel b OO N I0 0.00 77070018.00 0.00 77070018.00 77070018.00 N 46.0 IN (1) Reflects 73,820,018 Common Shares, referred to herein on the same basis as disclosed in Amendment No. 26 to the Schedule 13D, beneficially owned by Atlas Investissement, plus 3,250,000 additional Common Shares that Atlas Investissement expects to purchase under the Amended Equity Derivative Transaction Agreements on or before June 30, 2026. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,540,829 Common Shares outstanding as of February 28, 2026 (169,000,000 Common Shares outstanding, less 1,459,171 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website. Common Shares MILLICOM INTERNATIONAL CELLULAR SA 8400 NW 36th Street Suite 530 Doral FL 33166 This Amendment No. 27 ("Amendment No. 27") 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 previously amended (as so amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 27 shall have the same meanings ascribed to them in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The New Equity Derivative Transaction (as defined in Item 4 below) is expected to be funded either with the proceeds to be drawn further to a future amendment with a view to upsizing the equity financing transaction with four unaffiliated third party financial institutions, as disclosed in this Amendment No. 27 (and for the avoidance of doubt, such amendment would be distinct from the amendment described in Item 4 below), or by funds borrowed from one of the affiliates of Atlas Investissement. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On March 27, 2026, Atlas Investissement entered into four separate amendment and restatement agreements (each an "Amendment Agreement") with the four unaffiliated third party financial institutions who were the counterparties to the original secured equity financing transaction described in Amendment No. 24 to the Schedule 13D (the "Original Equity Financing Transactions"). Pursuant to such Amendment Agreements, the maximum amount available under the Original Equity Financing Transactions was increased by an aggregate of approximately USD 190,000,000 to be made available to Atlas Investissement (the "Upsize Transactions"). Accordingly, such Amendment Agreements have amended and restated the documentation relating to each Original Equity Financing Transaction (each as previously described in Amendment No. 24 to the Schedule 13D) for the purposes of implementing the Upsize Transactions, such documentation otherwise remaining on substantially the same terms. The purpose of the amounts to be drawn relating to such Upsize Transactions is limited to the payment of amounts to be due in connection with a forthcoming scheduled partial settlement of a portion of the original Equity Derivative Transaction (as such term is defined in Amendment No. 26 to the Schedule 13D, the "Original Equity Derivative Transaction") and the payment of related transaction costs and expenses. The security interests relating to such Upsize Transactions are substantially similar to those granted under the Original Equity Financing Transactions and accordingly include pledges over the Common Shares held by Atlas Investissement from time to time. For the avoidance of doubt, the implementation of the above-mentioned Upsize Transactions does not require the purchase of any Common Shares by either Atlas Investissement or its counterparties. The foregoing description of the transactions is qualified in its entirety by reference to the terms of each of the amended master agreements, prepaid forwards confirmations and equity swaps confirmations, each of which is filed as exhibit to this Amendment No. 27 and incorporated herein by reference. Separately and in addition to the above, on March 27, 2026, Atlas Investissement entered into an equity derivative transaction (the "New Equity Derivative Transaction") through the entry into an amendment and restatement agreement relating to the Equity Derivative Transaction Agreements disclosed in Amendment No. 26 to the Schedule 13D (together the "Amended Equity Derivative Transaction Agreements") with an unaffiliated third party financial institution (the "Bank"). Pursuant to such New Equity Derivative Transaction, Atlas Investissement expects to purchase up to an additional 3,250,000 Common Shares on or before June 30, 2026. The actual timing and the number of Common Shares under such transaction will be determined based on the hedging position of the Bank in accordance with certain parameters of the Amended Equity Derivative Transaction Agreements. Under the terms of the Amended Equity Derivative Transaction Agreements, the portion of the existing Equity Derivative Transaction that has not been settled and delivered to Atlas Investissement as of the date of this Amendment No. 27 will remain unaffected and deemed beneficially owned by the Reporting Persons. Except as described in this Item 4, the material terms of the Amended Equity Derivative Transaction Agreements governing the original Equity Derivative Transaction and the New Equity Derivative Transaction remain substantially similar to the material terms of the Equity Derivative Transaction Agreements disclosed in Amendment No. 26 to the Schedule 13D. Accordingly, under the terms of the Amended Equity Derivative Transaction Agreements, absent any extraordinary event, Atlas Investissement will be obligated to pay the Bank in cash an amount defined under such agreements for the acquisition of a number of Common Shares determined in accordance with the terms of such agreements, in consideration of which the Bank will be obligated, at each relevant settlement date in accordance with the terms of such agreements, to deliver such number of such Common Shares. Cash dividends (relating to the Common Shares not having yet been delivered to Atlas Investissement under the Amended Equity Derivative Transaction Agreements) paid during the term thereof will give rise to a payment by the Bank to Atlas Investissement for an amount determined (taking into account all relevant withholding taxes) in accordance with the Amended Equity Derivative Transaction Agreements. All balances will be exclusively physically settled, absent any extraordinary event, at the scheduled settlement dates of the Amended Equity Derivative Transaction Agreements, although Atlas Investissement has the right to request an earlier settlement date for a physical settlement relating to the entirety of the Bank's hedging position at the relevant time. The Amended Equity Derivative Transaction Agreements provide that Atlas Investissement does not have any direct or indirect voting, investment or dispositive control over any of the Common Shares held by the Bank corresponding to its hedging position until a settlement and delivery of such shares to Atlas Investissement and that the Bank will not notify or consult with Atlas Investissement regarding any voting rights with respect to the Common Shares that relate to its hedging position. The foregoing description of the New Equity Derivative Transaction is qualified in its entirety by reference to the terms of the Confirmation relating to the New Equity Derivative Transaction, a copy of which is filed as exhibit to this Amendment No. 27 and incorporated herein by reference. See Items 11 and 13 of each of the cover pages. See Items 7 through 10 of each of the cover pages. Except as described in Item 4 above, the Reporting Persons have not effected any transactions in Common Shares since Amendment No. 26 to the Schedule 13D was filed on March 13, 2026. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 27 is incorporated herein by reference. Item 7 of the Schedule 13D is hereby amended by adding the following exhibits: 45. Amendment Agreement relating to the Upsize Transactions, dated March 27, 2026 by and between Atlas Investissement SAS and BNP Paribas 46. Amendment Agreement relating to the Upsize Transactions, dated March 27, 2026 by and between Atlas Investissement SAS and Credit Agricole Corporate and Investment Bank 47. Amendment Agreement relating to the Upsize Transactions, dated March 27, 2026 by and between Atlas Investissement SAS and Natixis 48. Amendment Agreement relating to the Upsize Transactions, dated March 27, 2026 by and between Atlas Investissement SAS and Societe Generale 49. Amended and restated FBF Master Agreement (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 45) by and between Atlas Investissement SAS and BNP Paribas 50. Amended and restated FBF Master Agreement (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 46) by and between Atlas Investissement SAS and Credit Agricole Corporate and Investment Bank 51. Amended and restated FBF Master Agreement (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 47) by and between Atlas Investissement SAS and Natixis 52. Amended and restated FBF Master Agreement (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 48) by and between Atlas Investissement SAS and Societe Generale 53. Amended and restated Confirmation of Prepaid Forwards (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 45) by and between Atlas Investissement SAS and BNP Paribas 54. Amended and restated Confirmation of Prepaid Forwards (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 46) by and between Atlas Investissement SAS and Credit Agricole Corporate and Investment Bank 55. Amended and restated Confirmation of Prepaid Forwards (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 47) by and between Atlas Investissement SAS and Natixis 56. Amended and restated Confirmation of Prepaid Forwards (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 48) by and between Atlas Investissement SAS and Societe Generale 57. Amended and restated Confirmation of Equity Swaps (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 45) by and between Atlas Investissement SAS and BNP Paribas 58. Amended and restated Confirmation of Equity Swaps (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 46) by and between Atlas Investissement SAS and Credit Agricole Corporate and Investment Bank 59. Amended and restated Confirmation of Equity Swaps (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 47) by and between Atlas Investissement SAS and Natixis 60. Amended and restated Confirmation of Equity Swaps (initially dated November 12, 2025 and as amended and restated on March 27, 2026 pursuant to the Amendment Agreement referred to in Exhibit 48) by and between Atlas Investissement SAS and Societe Generale 61. Amendment Agreement relating to the New Equity Derivative Transactions, dated March 27, 2026 by and between Atlas Investissement SAS and Societe Generale 62. Amended and Restated Confirmation (initially dated March 11, 2026, by and between Atlas Investissement SAS and Societe Generale pursuant to the Amendment Agreement referred to in Exhibit 61) by and between Atlas Investissement SAS and Societe Generale Atlas Investissement SAS /s/ Anthony Maarek Anthony Maarek, Managing Director 03/27/2026 Iliad Holding SAS /s/ Xavier Niel Xavier Niel, President of Maya SAS, itself President of Iliad Holding SAS 03/27/2026 Maya SAS /s/ Xavier Niel Xavier Niel, President 03/27/2026 Xavier Niel /s/ Xavier Niel Xavier Niel 03/27/2026 Jules Niel /s/ Jules Niel Jules Niel 03/27/2026 John Niel /s/ John Niel John Niel 03/27/2026 Elisa Niel /s/ Xavier Niel Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Elisa Niel 03/27/2026 Joseph Niel /s/ Xavier Niel Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Joseph Niel 03/27/2026