Millicom obtains consents

New York, Nov. 20 - Millicom International Cellular SA said it has received the necessary consents from holders of its 11% senior notes due 2006 to amend the indenture.

The Bertrange, Luxembourg international telecommunications investor also said it obtained the necessary consents from holders of its 2% senior pay-in-kind notes due 2006 to waive certain possible past defaults under the indenture and waive compliance with the limitation on restricted payments covenant in connection with its proposed redemption or repurchase of its 13.5% senior subordinated notes due 2006.

On Nov. 7 Millicom said it had begun a cash tender offer and related consent solicitation for all of its $395.219 million of 11% senior notes.

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 expires at 11.59 p.m. on Dec. 8, with all deadlines subject to possible extension.

Millicom said 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 amendments to the indenture, 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 required 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.

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, its offering of $550 million 10% senior notes due 2013.

Millicom said that any 11% notes not tendered in the offer will be redeemed according to 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).

On Nov. 13 Millicom said it amended its consent solicitation for its 2% convertibles.

The Luxembourg-based telecommunications investor said it will now pay 25 basis points of additional interest on the notes if it has not filed a shelf registration with the Securities and Exchange Commission within 60 days of the proposed waivers becoming effective. The shelf registration will cover resales of the notes and the stock issued on conversion.

Under the consent solicitation, Millicom is seeking to waive certain possible past defaults under the note indenture and to waive compliance with the limitation on restricted payments covenant in connection with Millicom's proposed redemption or repurchase of its 13.5% senior subordinated notes due 2006, which are subordinated to the convertibles, with the proceeds of a proposed financing by Millicom.

The changes require the consent of at least a majority of the principal amount of the convertibles. If it does not receive consents, Millicom will redeem the notes under their terms.

Millicom did not offering any fee for consents.

Morgan Stanley & Co. Inc. is the solicitation agent (800 624-1808). The information agent is D. F. King & Co., Inc. (212 269-5550).

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