Bond Millicom Global Cellular 5.125% ( USL6388GAB60 ) in USD

Millicom Global Cellular

95.68 % ▼

Paraguay

USL6388GAB60 ( in USD )

5.125% per year ( payment 2 times a year)

14/01/2028

Prospectus brochure of the bond Millicom International Cellular USL6388GAB60 en USD 5.125%, maturity 14/01/2028

L6388GAB6

15/07/2026 ( In 25 days )

Millicom International Cellular is a leading provider of cable and mobile telecommunications services in emerging markets, operating under various brands across Latin America and Africa.

The Bond issued by Millicom Global Cellular ( Paraguay ) , in USD, with the ISIN code USL6388GAB60, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2028

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES CONFIDENTIAL
Millicom International Cellular S.A.
$500,000,000 5.125% Senior Notes due 2028
Millicom International Cellular S.A. (the "Issuer") is offering $500,000,000 aggregate principal amount of its 5.125%
Senior Notes due 2028 (the "Notes").
The Issuer will pay interest on the Notes semi-annually on each January 15 and July 15, commencing on January 15, 2018.
The Notes will mature on January 15, 2028.
The Issuer may redeem some or all of the Notes at any time prior to September 15, 2022 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 September 15, 2022 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 September 15, 2020, 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 105.125% 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 September 15, 2022, 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.
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. This offering memorandum constitutes a prospectus for purposes of Part IV of
the Luxembourg law on prospectus for securities dated July 10, 2005, as amended.
The net proceeds from the offering of the Notes are intended to be used (i) to finance the purchase of the Issuer's 6.625%
Notes due 2021 (the "Existing Notes"), tendered and accepted for purchase in accordance with the terms and conditions
of a tender offer launched by the Issuer on or about September 11, 2017 pursuant to a tender offer memorandum of the
same date (the "Tender Offer") that is expected to be settled on or about September 20, 2017, (ii) the voluntary
conditional redemption of all Existing Notes that remain outstanding on October 15, 2017, (iii) to fund capital
expenditures and (iv) for general corporate purposes.
Investing in the Notes involves a high degree of risk. You should consider carefully the risk factors beginning on page 22
of this offering memorandum before investing in the Notes.
Price: 100.000% 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 to non-U.S. persons in accordance with Regulation S under the Securities
Act. For further details about eligible offerees and resale restrictions, see "Transfer Restrictions."
We expect that the Notes will be delivered to investors in book-entry form through The Depository Trust Company,
Euroclear and Clearstream on or about September 20, 2017. Interests in each global note will be exchangeable for the
relevant definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and Form."
Joint Bookrunning Managers
BNP PARIBAS
Goldman Sachs International
J.P. Morgan
Scotiabank
Co-Managers
BBVA
Citigroup
ICBC
Standard Bank
The date of this offering memorandum is September 20, 2017.

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Table of contents
Important information about this
Our markets and our industry . . . . . . . . .
87
offering memorandum . . . . . . . . . . . . .
ii
Our business . . . . . . . . . . . . . . . . . . . . . . . .
91
Industry, market and customer data . . . .
vi
Telecommunications regulations . . . . . . .
129
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Major shareholders and related party
Cautionary statement regarding
transactions . . . . . . . . . . . . . . . . . . . . . . .
141
forward-looking statements . . . . . . . . .
viii
Management . . . . . . . . . . . . . . . . . . . . . . .
144
Presentation of financial and other
Description of other indebtedness . . . . .
152
information . . . . . . . . . . . . . . . . . . . . . . .
x
Description of the notes . . . . . . . . . . . . . .
163
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Book-entry, delivery and form . . . . . . . . .
211
The offering . . . . . . . . . . . . . . . . . . . . . . . .
11
Transfer restrictions . . . . . . . . . . . . . . . . . .
216
Historical financial information and
Tax considerations . . . . . . . . . . . . . . . . . . .
220
operating information . . . . . . . . . . . . . .
14
Erisa considerations . . . . . . . . . . . . . . . . . .
226
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . .
22
Certain insolvency considerations . . . . . .
228
Use of proceeds . . . . . . . . . . . . . . . . . . . . .
44
Plan of distribution . . . . . . . . . . . . . . . . . .
232
Capitalization . . . . . . . . . . . . . . . . . . . . . . .
45
Legal matters . . . . . . . . . . . . . . . . . . . . . . .
238
Selected historical financial data . . . . . . .
47
Independent auditors . . . . . . . . . . . . . . . .
239
Management's discussion and analysis
Service of process and enforcement of
of financial condition and results of
judgments . . . . . . . . . . . . . . . . . . . . . . . .
240
operations . . . . . . . . . . . . . . . . . . . . . . . .
51
Listing and general information . . . . . . .
242
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245
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.
You should rely only on the information contained in this offering memorandum. We have not,
and BBVA Securities Inc., BNP Paribas, Citigroup Global Markets Limited, Goldman Sachs
International, ICBC Standard Bank Plc, J.P. Morgan Securities plc, Scotia Capital (USA) Inc. and The
Standard Bank of South Africa Limited (the "Initial Purchasers") have not, authorized any other
person to provide you with information that is different. 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 (ii) 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 may not be copied or reproduced in whole or in part nor may it be distributed or
any of its contents be disclosed to anyone other than the qualified institutional buyers described
in (i) above or to persons considering a purchase of the Notes in offshore transactions described
in (ii) above.
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
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,
ii

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, all 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 (iii) 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.
This offering memorandum is confidential. You should not reproduce or distribute this offering
memorandum, in whole or in part, and should not disclose any of its contents or use any
information in this offering memorandum for any purpose other than considering an investment
in the Notes. However, 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 all persons, without
limitation of any kind, the U.S. federal income tax treatment and tax structure of the Notes and
all 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
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.
iii

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
Issuer cannot guarantee that its application for the admission of the Notes to trading on the Euro
MTF market and to listing of the Notes on the Official List of the Luxembourg Stock Exchange
will be approved as of the settlement date for the Notes or at any time thereafter, and
settlement of the Notes is not conditioned on obtaining this listing. 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 CONNECTION WITH THIS OFFERING OF NOTES, BNP PARIBAS 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 BNP PARIBAS 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 New Hampshire residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
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 seller 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.
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
iv

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 the public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of the relevant Initial Purchaser or Initial
Purchasers nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall require the publication by the Issuer or any Initial
Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospective Directive other than in reliance of
Article 3(2)(b).
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to
any Notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in
that Relevant Member State by any measure implementing the Prospectus Directive in that
Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State) and includes any relevant implementing measure in
each Relevant Member State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
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.
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.
v

Industry, market and customer data
Customer data
The customer data included in this offering memorandum, including penetration rates and ARPU,
are determined by management, are not financial measures or part of the Millicom Group's
financial statements and have not been audited or otherwise reviewed by an outside auditor,
consultant or expert. We define mobile ARPU for an indicated period as (x) the total recurring
mobile revenue (excluding revenue earned from tower rentals, call center and mobile telephone
equipment sales revenue) for the period, divided by (y) the average number of Revenue
Generating Units ("RGU") or active customer relationships (see "--Churn" below), as applicable,
for the period, divided by (z) the number of months in the period. We define Home ARPU for an
indicated period as (x) the total recurring Home revenue (excluding equipment sales) for the
period, divided by (y) the average number of RGUs or active customer relationships, as applicable,
for the period divided by (z) the number of months in the period.
Each customer of any of our non-mobile services is counted as one RGU for each service
subscribed. Thus, a customer who receives cable, broadband and fixed-line telephone services
from the Millicom Group (regardless of their number of telephone access lines) would be counted
as three RGUs.
Market and industry data
We operate in countries in which it is difficult to obtain precise market and industry information.
Other than for the calculation of market position, penetration rate, market share and churn, we
have generally obtained the market and industry data in this offering memorandum from
regulatory reports, reports from our competitors and industry analytical services, such as Oxford
Economics, TeleGeography's GlobalComms database, Dataxis, Informa's Ovum TMT Intelligence
and GSMA Intelligence, that we believe to be reliable.
However, none of the Issuer, the Initial Purchasers or any of their respective advisors can verify
the accuracy and completeness of such information and none of the Issuer, the Initial Purchasers
or any of their respective advisors has independently verified or audited such market and
position data. The Issuer does, however, accept responsibility for the correct reproduction of this
information and, as far as it is aware and is able to ascertain from information published, no
facts have been omitted that would render the reproduced information inaccurate or misleading.
In addition, in many cases the Issuer has made statements in this offering memorandum
regarding the Millicom Group's industry and position in the industry based on the Millicom
Group's experience and the Millicom Group's own investigation of market conditions. None of
the Issuer, the Initial Purchasers or any of their respective advisors can assure you that any of
these assumptions are accurate or correctly reflect its position in the industry, and none of the
Millicom Group's internal surveys or information have been verified by independent sources.
Market share and penetration rates
Mobile market share refers to a share of all mobile customers in a particular market, and our
mobile penetration rate refers to the portion of the population that are active mobile customers
within a specific market. Cable or broadband market share refers to our share of all cable or
broadband customers in a particular market, and our fixed penetration rate refers to the number
of households which subscribe to our fixed cable, broadband and/or fixed telephone services as a
percentage of the total number of homes passed by our cable infrastructure in a market. Market
share and penetration rate can be calculated using different methodologies. We calculate mobile
market share by using the traffic passing through our mobile network as a basis for determining
usage, by identifying the number of our customers making calls to other customers on our
networks (on-net calls) and the number of our competitors' customers calling or receiving calls
from our customers (cross-net calls). We calculate our mobile penetration rate by estimating the
total number of active customers (as described below) in the relevant market based on
vi

interconnect traffic on our network. As we do not have data for customers that make on-net calls
in our competitors' networks, we calculate the ratio of our `on-net only users' to our cross-net
traffic and then apply such ratios to our competitors based on cross-net calls made to or from
their networks and our network.
We adjust this methodology for inactive customers, which we define as any customer who has
not been active for 60 days, that may be reported by our competitors, and which may otherwise
inflate our competitors' market share calculations. Regulators and some of our competitors
define inactive customers differently, often applying a longer period to determine when a
customer has become an inactive customer (as discussed below under "--Churn").
We believe that, in view of the lack of official public figures on market share in our markets, our
process accurately determines our penetration rate, market share, the market share of our
competitors and the size of the entire market. Although we believe our market share and
penetration rate data is appropriate and accurately reflects the market, we cannot assure you
this is the case. Regulators, independent third parties and our competitors may calculate market
share and penetration rate figures differently than us and, as a result, they may report different
market shares and penetration rates for the Millicom Group and its competitors, and these
differences may be material.
Churn
Churn rates are calculated by dividing the number of customers whose service is disconnected
during a period, whether voluntarily or involuntarily (such as when a customer fails to pay a bill)
by the average number of customers during the period. We believe that we apply conservative
policies in calculating customer totals and related churn rates. For example, we count a customer
as an active "customer" only when the customer has made a revenue generating activity within a
60-day period. Our more conservative definitions may result in different churn rates than if we
used criteria or methodologies employed by other operators in calculating customer churn and
market share.
Trademarks
We own or have rights to certain trademarks in our business, including the following trademarks
used in this offering memorandum: tigo®, Tigo Sports®, Tigo Music®, Tigo Money®,
, UNE®,
The Digital Lifestyle® and Zantel®. This offering memorandum also refers to brand names,
trademarks or service marks of other companies. All brand names and other trademarks or
service marks of any other company cited in this offering memorandum are the property of their
respective holders.
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Cautionary statement regarding forward-looking
statements
This offering memorandum contains 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. This offering memorandum
contains certain forward-looking statements in various sections, including, without limitation,
under the headings "Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Our Business," and in other sections where
the offering memorandum includes 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. We may from time to time make written or oral forward-looking statements
in other communications. 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 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:
· the implementation of our principal operating and funding strategies and capital expenditure
plans;
· our level of capitalization;
· the performance of the economies in the countries in which we operate and global economies
in general;
· developments in, or changes to, the laws, regulations, tax matters and governmental policies
governing or affecting our business;
· adverse legal or regulatory disputes or proceedings;
· the declaration or payment of extraordinary dividends;
· general economic conditions, government and regulatory policies and business conditions in
the markets in which our group operates;
· telecommunications usage levels, including traffic and customer growth;
· competitive forces, including pricing pressures, the ability to connect to other operators'
networks and the ability of our group to retain market share in the face of competition from
existing and new market entrants;
· regulatory developments and changes, including the availability of spectrum, the level of
tariffs, the terms of interconnection, customer access and international settlement
arrangements, and the outcome of litigation related to regulation;
· the success of business, operating and financing initiatives, the level and timing of the growth
and profitability of new initiatives, start-up costs associated with entering new markets,
relationships with suppliers, costs of handsets and other equipment, the successful
deployment of new systems and applications to support new initiatives, and local conditions;
· our ability to complete our proposed acquisitions, extract anticipated synergies or to integrate
any acquired businesses in a timely and cost-effective manner;
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