Millicom tenders for 11% notes

New York, Nov. 7 - Millicom International Cellular SA (B2) said that it has begun a cash tender offer and related consent solicitation for all of its $395.219 million of outstanding 11% senior notes due 2006.

It set 5 p.m. ET on Nov. 18 as the consent deadline, and said that subject to the satisfaction of a financing condition and the requisite consent condition, the expected settlement date for holders tendering before the consent deadline would be on or around Nov. 25. The tender offer will expire at 11.59 p.m. on Dec. 8, with all deadlines subject to possible extension.

Millicom, a Luxembourg-based international telecommunications investor, said that the total consideration to be paid for each validly tendered note will be $1,022.50 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the date of payment.

That total consideration will include a consent payment of $7.50 per $1,000 principal amount, payable only to those holders who tender their notes and validly deliver their consents to proposed indenture changes by the consent deadline. The company said that it is soliciting noteholder consents to certain proposed amendments to the notes' indenture, which would, among other things, eliminate certain of the indenture's restrictive covenants, amend certain other provisions contained in the indenture and shorten the optional redemption notice period of the notes.

Adoption of the proposed amendments requires the consent of the holders of at least a majority of the principal amount of the outstanding notes. Holders who tender their notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their notes in the tender offer. Tenders of notes may be withdrawn and consents may be revoked under the terms of the tender offer at any time before the consent deadline. After the consent deadline, tenders of notes and consents may be revoked only if the tender offer is terminated without any notes having been accepted by Millicom for purchase, or if Millicom reduces the consideration to be paid for each validly tendered note or reduces the aggregate principal amount of notes subject to the tender offer.

Holders who tender their notes after the consent deadline will receive the total consideration minus the $7.50 per $1,000 consent payment, or $1,015.00 per $1,000 principal amount of the notes.

Millicom said the tender offer is conditioned upon, among other things, the receipt of consents necessary to adopt the proposed amendments, and the completion by Millicom of a related financing transaction. If the financing is completed and less than all of the outstanding notes are tendered in the tender offer, then the company plans to redeem any outstanding notes in accordance with their terms.

Morgan Stanley & Co. Inc. is the dealer manager and solicitation agent for the tender offer and the consent solicitation (call 800 624-1808 or collect at 212 761-1897. The depositary for the tender offer is the Bank of New York. The information agent is D. F. King & Co., Inc. (212 269-5550).

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