TDS Files 8-K with Material Agreements and Shareholder Votes

TL;DR

TDS dropped an 8-K: material agreements, shareholder votes, and financial updates are in. Check it out.

AI Summary

On October 17, 2024, Telephone and Data Systems, Inc. (TDS) filed an 8-K detailing several key events. These include entering into a material definitive agreement, submitting matters to a vote of security holders, and other events, alongside financial statements and exhibits. The filing also confirms TDS's principal executive offices are located at 30 North LaSalle Street, Suite 4000, Chicago, Illinois.

Why It Matters

This filing provides crucial updates on significant corporate actions and agreements undertaken by Telephone and Data Systems, Inc., impacting its operational and financial landscape.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and submission of matters to security holders, which can carry inherent risks related to their terms and outcomes.

Key Players & Entities

• TELEPHONE AND DATA SYSTEMS, INC. (company) — Registrant
• October 17, 2024 (date) — Date of earliest event reported
• 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602 (location) — Principal executive offices address
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $1.0 billion — l select spectrum assets to Verizon for $1.0 billion i n the aggregate, payable in cash subj
• $1.00 — der of Series A Common Stock, par value $1.00 per share, and majority holder of Commo

Filing Documents

• tds-20241017.htm (8-K) — 46KB
• tds2024usmprojecthelenex991.htm (EX-99.1) — 10KB
• image.jpg (GRAPHIC) — 13KB
• tds-20241017_g1.jpg (GRAPHIC) — 19KB
• 0001051512-24-000059.txt ( ) — 296KB
• tds-20241017.xsd (EX-101.SCH) — 3KB
• tds-20241017_def.xml (EX-101.DEF) — 16KB
• tds-20241017_lab.xml (EX-101.LAB) — 29KB
• tds-20241017_pre.xml (EX-101.PRE) — 16KB
• tds-20241017_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement O n October 17, 2024, a subsidiary of Telephone and Data Systems, Inc. ("TDS"), United States Cellular Corporation ("USCC"), certain subsidiaries of USCC (collectively, "Sellers"), and Verizon Communications Inc. ("Verizon") entered into a License Purchase Agreement (the "Verizon Purchase Agreement") pursuant to which, among other things, Sellers have agreed to sell select spectrum assets to Verizon for $1.0 billion i n the aggregate, payable in cash subject to certain potential adjustments as further described in this Current Report on Form 8-K and in the Verizon Purchase Agreement. Additional information regarding the Verizon Purchase Agreement is provided below. Verizon Purchase Agreement Verizon has agreed to purchase wireless spectrum licenses in the cellular band, as well as select licenses for spectrum in the AWS and PCS bands (collectively, the "Licenses") f or $1.0 billion in th e aggregate (the "Verizon Purchase Price"), payable in cash. The Verizon Purchase Price is subject to certain adjustment as set forth in the Verizon Purchase Agreement, which include adjustments (i) in the event Licenses are ultimately excluded from the transaction (a) as a result of court orders preventing their transfer or (b) in order to mitigate certain requirements imposed in connection with regulatory approvals that would exceed certain "burdensome condition" thresholds described in the Verizon Purchase Agreement or (ii) in the event that the term of the spectrum usage rights under the T-Mobile Short-Term Spectrum Manager Lease, dated as of September 12, 2024, by and among T-Mobile License, LLC and the subsidiaries of USCC named therein (the "T-Mobile Short-Term Spectrum Manager Lease"), which are applicable after the closing of the transactions contemplated by the Securities Purchase Agreement, dated as of May 24, 2024, by and among USCC, TDS, T-Mobile US, Inc. and USCC Wireless Holdings, LLC (the "T-Mobile Purcha

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders On October 17, 2024, f ollowing the execution of the Verizon Purchase Agreement, TDS, being the sole holder of Series A Common Stock, par value $1.00 per share, and majority holder of Common Stock, par value $1.00 per share, of USCC, executed a written consent adopting the Verizon Purchase Agreement and approving the transactions contemplated thereby. No further approval of the stockholders of USCC is required to approve the Verizon Purchase Agreement.

01. Other Events

Item 8.01. Other Events On October 18, 2024, U SCC issued a press release announcing the execution of the Verizon Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 8.01 by reference. On the closing date of the Verizon Purchase Agreement, USCC expects to recognize a gain, in the aggregate, in connection with the transactions contemplated by the Verizon Purchase Agreement.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit Number Description of Exhibits 99.1 P ress release, dated October 18 , 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TELEPHONE AND DATA SYSTEMS, INC. Date: October 18, 2024 By: /s/ Vicki L. Villacrez Vicki L. Villacrez Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR