Obligation Millicom Global Cellular 6.25% ( USL6388GHV51 ) en USD

Millicom Global Cellular

100.622 % ▼

Paraguay

USL6388GHV51 ( en USD )

6.25% par an ( paiement semestriel )

25/03/2029

Prospectus brochure de l'obligation Millicom International Cellular USL6388GHV51 en USD 6.25%, échéance 25/03/2029

200 000 USD

750 000 000 USD

L6388GHV5

N/A

25/09/2026 ( Dans 97 jours )

Millicom International Cellular est une société de télécommunications internationale fournissant des services mobiles, fixes et de services numériques à des marchés émergents en Amérique latine, en Afrique et en Asie.

L'Obligation émise par Millicom Global Cellular ( Paraguay ) , en USD, avec le code ISIN USL6388GHV51, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/03/2029

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Millicom International Cellular S.A.
$750,000,000 6.25% Senior Notes due 2029

Millicom International Cellular S.A. (the "Issuer") is offering $750,000,000 aggregate principal amount of its 6.25% Senior Notes due 2029 (the "Notes").

The Issuer will pay interest on the Notes semi-annually on each March 25 and September 25, commencing on September 25, 2019. The Notes will mature on
March 25, 2029.

The Issuer may redeem some or all of the Notes at any time prior to March 25, 2024 at a price equal to 100% of the principal amount of the Notes redeemed plus
accrued and unpaid interest and additional amounts, if any, to the redemption date and a "make whole" premium, and at any time on or after March 25, 2024 at the
redemption prices set forth in this offering memorandum plus accrued and unpaid interest and additional amounts, if any, to the redemption date. In addition, at
any time on or prior to March 25, 2024 up to 40% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity
offerings, including certain equity offerings of our subsidiaries, or from the sale of certain specified assets at a redemption price equal to 106.25% of the principal
amount thereof plus accrued and unpaid interest and additional amounts, if any, to the redemption date if at least 50% of the originally issued aggregate principal
amount of the Notes remains outstanding. During any 12-month period until March 25, 2024 up to 10% of the aggregate principal amount of the Notes may be
redeemed on an annual basis at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any,
to the redemption date. All of the Notes may also be redeemed at 100% of their principal amount plus accrued interest to the redemption date upon the occurrence
of certain changes in applicable tax law. Upon the occurrence of certain change of control events and a ratings decline, each holder of the Notes may require the
Issuer to repurchase all or a portion of its Notes.

The Notes will be senior obligations of the Issuer and will rank pari passu in right of payment with all of the Issuer's existing and future indebtedness and senior in
right of payment with all of the Issuer's existing and future subordinated indebtedness.

Pending consummation of any Telefonica CAM Acquisition (as defined herein) and the satisfaction of certain other conditions, the Initial Purchasers (as defined
herein) will, concurrently with the closing of the offering of the Notes on the Issue Date (as defined herein), deposit $500,000,000 of the gross proceeds from the
offering of the Notes into a segregated Escrow Account (as defined herein) in the name of the Issuer, but controlled by the Escrow Agent. The remainder of the
gross proceeds from the offering, that is, $250,000,000, will not be deposited into the Escrow Account. The release of the Escrowed Property (as defined herein)
will be subject to the satisfaction of certain conditions. If the conditions to the release of the Escrowed Property have not been satisfied on or prior to June 30, 2020
(the "Escrow Longstop Date"), or upon the occurrence of certain other events, Notes in an aggregate principal amount equal to $500,000,000 will be subject to a
Special Mandatory Redemption (as defined herein). The special mandatory redemption price for the Notes so redeemed will be equal to (i) 100% of the aggregate
issue price of the Notes so redeemed if the Special Mandatory Redemption Date (as defined herein) occurs on or prior to September 25, 2019 or (ii) 101% of the
aggregate issue price of the Notes so redeemed if the Special Mandatory Redemption Date occurs after September 25, 2019, in each case, plus accrued and
unpaid interest and additional amounts, if any, (i) from the Issue Date but excluding the payment date of the special mandatory redemption price or (ii) if
applicable, from the most recent date on which interest was paid, to, but excluding the payment date of the special mandatory redemption price. See "Description
of the Notes--Escrow of Proceeds; Special mandatory redemption."

There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit
the Notes to trading on the Euro MTF Market.

The net proceeds from the offering of the Notes are intended to be used to finance in part the Telefonica CAM Acquisitions (as defined herein).

Investing in the Notes involves a high degree of risk. You should consider carefully the risk factors beginning on page 27 of this offering memorandum
before investing in the Notes.

Price: 100% plus accrued interest, if any, from the issue date.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any other jurisdiction. Unless they are registered, the Notes may be offered and sold only in transactions that are exempt from registration
under the Securities Act or the securities laws of any other jurisdiction. Accordingly, the Notes are being offered and sold only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act and outside the United States, in accordance with Regulation S under the Securities Act
to non-U.S. persons other than retail investors in the European Economic Area, each defined as a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). See "Important information about
this Offering Memorandum," "Transfer restrictions" and "Plan of distribution" for additional information about eligible offerees and transfer
restrictions. For further details about eligible offerees and resale restrictions, see "Transfer restrictions."

The Notes have been delivered to investors in book-entry form through The Depository Trust Company for the accounts of its participants, including Euroclear
System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"), on or about March 25, 2019. Interests in each global note will be exchangeable for the
relevant definitive notes only in certain limited circumstances. See "Book-entry, delivery and form."

Global Coordinators and Bookrunners

Goldman Sachs International
J.P. Morgan

Joint Bookrunners

BNP PARIBAS
Morgan Stanley
Scotiabank

Co-Managers

DNB Markets
Nordea

The date of this offering memorandum is April 9, 2019.

The Millicom Group's Latin America B2C Mobile, Broadband, Pay-TV and B2B Operations(1)

(1) The data presented here is based on Millicom Group's experience and our investigation of market conditions. See "Presentations of financial and
other information--Market and industry data."The data presented here does not include operations of the Telefonica CAM Businesses.

Table of contents

Page

Page
Important information about this offering
Description of other indebtedness . . . . . . . . . .
36
memorandum . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Description of the Notes . . . . . . . . . . . . . . . . .
43
Incorporation by reference . . . . . . . . . . . . . . . . .
vii
Book-entry, delivery and form . . . . . . . . . . . . . 101
Cautionary statement regarding forward-looking
Transfer restrictions . . . . . . . . . . . . . . . . . . . .
statements . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
105
Presentation of financial and other information .
Tax considerations . . . . . . . . . . . . . . . . . . . . .
x
110
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ERISA considerations . . . . . . . . . . . . . . . . . . .
1
116
The offering . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain insolvency considerations . . . . . . . . . .
12
118
Selected historical financial information and
Plan of distribution . . . . . . . . . . . . . . . . . . . . . 122
operating information . . . . . . . . . . . . . . . . . . .
16
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . 128
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Independent registered public accounting firm . 129
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . .
33
Service of process and enforcement of
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . .
34
judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . 130

Listing and general information . . . . . . . . . . . . 132
i

Important information about this offering memorandum

The Issuer, having made all reasonable inquiries, confirms that the information contained in this offering memorandum
with regard to us is true and accurate in all material respects, that the opinions and intentions expressed in this offering
memorandum are honestly held, and that there are no other facts the omission of which would make this offering
memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in
any material respect. We accept responsibility accordingly.

We have not, and Goldman Sachs International, J.P. Morgan Securities plc, BNP Paribas Securities Corp., Morgan
Stanley & Co. International plc, Scotia Capital (USA) Inc., DNB Markets, Inc. and Nordea Bank Abp (the "Initial
Purchasers") have not, authorized any person to provide you with any information other than that contained in this offering
memorandum. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. The information in this offering memorandum is accurate only as of the date on the front cover
of this offering memorandum or otherwise as of the date specifically referred to in connection with the particular
information. Our business, prospects, financial condition and results of operations may have changed since that date.

Neither the delivery of this offering memorandum nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date hereof or that the information contained herein
is correct as of any time subsequent to its date. This offering memorandum summarizes certain material documents and
other information, but references are made to the actual documents for complete information. All such summaries are
qualified in their entirety by such references.

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The Notes are not transferable except in accordance with
the restrictions described herein. See the sections headed "Plan of distribution" and "Transfer restrictions" in this offering
memorandum.

You are hereby notified that sellers of the securities, including the Notes, may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.

This offering memorandum is being provided for informational use solely in connection with consideration of a purchase of
the Notes (i) to U.S. investors that the Issuer reasonably believes to be qualified institutional buyers as defined in
Rule 144A under the Securities Act, and (i ) to certain persons in offshore transactions complying with Rule 903 or
Rule 904 of Regulation S under the Securities Act. Its use for any other purpose is not authorized.

This offering memorandum does not constitute an offer to sell or the solicitation of an offer to buy any securities other than
the securities to which it relates, and this offering memorandum does not constitute an offer to sell or the solicitation of an
offer to buy such securities by any person in any circumstances in which such offer or solicitation is unlawful. In particular,
the terms and conditions relating to this offering memorandum have not been approved by and will not be submitted for
approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for the
purposes of a public offering or sale in or from

ii

Luxembourg. Accordingly, the Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and
neither this offering memorandum nor any other circular, prospectus, form of application, advertisement, communication
or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in
circumstances where the offer is made in accordance with applicable law and regulations and, in particular, where such
offer benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to publish a
prospectus for the purpose of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended from
time to time (the "Prospectus Law"). In addition, there may be legal restrictions on the distribution of this offering
memorandum, this offering and the sale of the Notes in certain jurisdictions. If you come into possession of this offering
memorandum, we and the Initial Purchasers require that you inform yourself about and observe any such restrictions. The
Notes are subject to restrictions on sale and resale and transfer, as described under "Plan of distribution" and "Transfer
restrictions" in this offering memorandum. You may be required to bear the financial risks of investing in the Notes for an
indefinite period of time.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission in the United
States has approved or disapproved of these securities or determined if this offering memorandum is truthful, complete or
adequate. Any representation to the contrary is a criminal offense.

Each person receiving this offering memorandum acknowledges that: (i) such person has been afforded an opportunity to
request from us and to review, and has received, al additional information considered by it to be necessary to verify the
accuracy of, or to supplement, the information contained herein; (ii) such person has not relied on the Initial Purchasers,
the Trustee or the Agents or any person affiliated with the Initial Purchasers, the Trustee or the Agents in connection with
any investigation of the accuracy of such information or its investment decision; and (ii ) no person has been authorized to
give any information or to make any representation concerning us, our subsidiaries and affiliates or the Notes (other than
as contained herein and information given by our duly authorized officers and employees in connection with investors'
examination of us and the terms of the offering of the Notes) and, if given or made, any such other information or
representation should not be relied upon as having been authorized by us or the Initial Purchasers.

Notwithstanding any provision in this offering memorandum or any agreement to the contrary, the Initial Purchasers, each
holder and offeree (and their respective employees, representatives and other agents) may disclose to any and al
persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Notes and al
materials of any kind (including opinions or other tax analyses) that are provided by us or the Initial Purchasers relating to
such tax treatment and tax structure, except where confidentiality is reasonably necessary to comply with securities laws.

We are furnishing this offering memorandum solely for the purpose of enabling you to consider the purchase of the Notes.
You should not consider this offering memorandum to be legal, business or tax advice. In making an investment decision,
you must rely on your own examination of us and the terms of the offering, including the merits and risks involved. If you
are in any doubt about this offering memorandum, you should consult your legal counsel, professional accountant or other
professional advisors. We have provided the information contained in this offering memorandum and have also relied on
other identified sources. The Initial Purchasers

i i

make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and you
should not rely on anything contained in this offering memorandum as a promise or representation by the Initial
Purchasers whether as to the past or the future. By accepting delivery of this offering memorandum, you agree to these
terms. You are responsible for making your own examination of us and your own assessment of the merits and risks of
investing in the Notes.

We reserve the right to withdraw the offering of the Notes at any time, and the Initial Purchasers reserve the right to reject
any commitment to subscribe for or purchase the Notes in whole or in part and to allot to any prospective purchaser less
than the full amount of purchase of the Notes sought by such purchaser. The Initial Purchasers and certain related entities
may acquire for their own account a portion of the Notes.

The Issuer has prepared this offering memorandum solely for use in connection with this offering and for applying to the
Luxembourg Stock Exchange for the Notes to be admitted to listing on the Official List of the Luxembourg Stock Exchange
and to trading on the Euro MTF Market. The Luxembourg Stock Exchange takes no responsibility for the contents of this
offering memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this offering
memorandum.

In the United States, you may not distribute this offering memorandum or make copies of it without the Issuer's prior
written consent other than to people you have retained to advise you in connection with this offering.

IN CONNECTION WITH THIS OFFERING OF NOTES, GOLDMAN SACHS INTERNATIONAL MAY OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT
GOLDMAN SACHS INTERNATIONAL WILL UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH
STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST
END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE ON WHICH THE ISSUER
RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE
NOTES.

Notice to U.S. investors

Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgements that
are described in this offering memorandum under "Transfer restrictions." The Notes have not been and will not be
registered under the Securities Act or the securities laws of any state of the United States and are subject to certain
restrictions on transfer. Prospective purchasers are hereby notified that the sel er of any Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain
further restrictions on resale or transfer of the Notes, see "Transfer restrictions." The Notes may not be offered to the
public within any jurisdiction. By accepting delivery of this offering memorandum, you agree not to offer, sell, resell,
transfer or deliver, directly or indirectly, any Notes to the public.

iv

Notice to European Economic Area investors

In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member
State"), each Initial Purchaser has represented and agreed that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not
made and will not make an offer of Notes which are the subject of the offering contemplated by this offering memorandum
to a retail investor in that Relevant Member State. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified
investor as defined in Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 (as
amended, the "Prospectus Directive").

Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or sel ing the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPS Regulation.

This offering memorandum has been prepared on the basis that any offer of Notes in a Relevant Member State will be
made in circumstances that do not require the publication of a prospectus under the Prospectus Directive, as
implemented in that Relevant Member State. Accordingly, any person making or intending to make an offer in the
Relevant Member State of Notes which are the subject of the offering contemplated in this offering memorandum may
only do so in circumstances in which no obligation arises for the Issuer or the Initial Purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Initial
Purchasers has authorized, nor does either authorize, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or the Initial Purchasers to publish a prospectus for such offer.

Each subscriber for or purchaser of the Notes in the offering located within a member state of the EEA will be deemed to
have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others will rely upon the trust and accuracy
of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a
qualified investor and who has notified the Initial Purchasers of such fact in writing may, with the consent of the Initial
Purchasers, be permitted to subscribe for or purchase the Notes in the offering.

Professional investors and ECPs only target market

Solely for the purposes of the product approval process of each initial purchaser that is a manufacturer (each, a
"Manufacturer"), the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) al channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. The target market and
distribution channel(s) may vary in relation to sales outside the EEA in light of local regulatory regimes in force in the
relevant jurisdiction. Any person subsequently offering, sel ing or recommending the Notes (a "distributor") should take
into consideration the Manufacturers'

v

target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the Manufacturers' target market assessment) and
determining appropriate distribution channels.

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE
YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.

See "Risk factors" for a description of certain factors relating to an investment in the Notes, including information about
our business. None of us, the Initial Purchasers or any of their representatives is making any representation to you
regarding the legality of an investment by you under applicable legal investment or similar laws. You should consult with
your own advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes.

vi

Incorporation by reference

We incorporate herein by reference:

· our annual report on Form 20-F for the year ended December 31, 2018, which was filed with the SEC on February 28,
2019.

The annual report on Form 20-F incorporated by reference in this offering memorandum is available on the SEC's
website, http://www.sec.gov. You may obtain a copy of the Form 20-F incorporated by reference in this offering
memorandum at no cost by writing or cal ing us at the following address:

Millicom International Cel ular S.A.
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
Phone: +352-277-59021
Email: investors@mil icom.com

vii

Cautionary statement regarding forward-looking statements

This offering memorandum and our annual report on Form 20-F for the year ended December 31, 2018 contain
statements that constitute "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
offering memorandum contains certain forward-looking statements concerning our intentions, beliefs or current
expectations regarding our future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well as
the general economic conditions of the industries and countries in which we operate. Forward-looking statements include
statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our
business strategy and the trends we anticipate in the industries and the economic, political and legal environments in
which we operate and other information that is not historical information.

Many of the forward-looking statements contained in this offering memorandum and our annual report on Form 20-F for
the year ended December 31, 2018 can be identified by the use of forward-looking words such as "anticipate," "believe,"
"could," "expect," "should," "plan," "intend," "estimate" and "potential," among others. These statements appear in a
number of places in this offering memorandum and include, but are not limited to, statements regarding our intent, belief
or current expectations with respect to:

· global economic conditions and foreign exchange rate fluctuations as wel as local economic conditions in the markets
we serve;

· telecommunications usage levels, including traffic and customer growth;

· competitive forces, including pricing pressures, the ability to connect to other operators' networks and our ability to
retain market share in the face of competition from existing and new market entrants as wel as industry consolidation;

· legal or regulatory developments and changes, or changes in governmental policy, including with respect to the
availability of spectrum and licenses, the level of tariffs, tax matters, the terms of interconnection, customer access and
international settlement arrangements;

· adverse legal or regulatory disputes or proceedings;

· the success of our business, operating and financing initiatives and strategies, including partnerships and capital
expenditure plans;

· the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new
markets, the successful deployment of new systems and applications to support new initiatives;

· relationships with key suppliers and costs of handsets and other equipment;

· our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses
in a timely and cost-effective manner and achieve the expected benefits of such transactions;

· the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the
ability to achieve cost savings and realize productivity improvements;

· technological development and evolving industry standards, including challenges in meeting customer demand for new
technology and the cost of upgrading existing infrastructure;

vii