US Cellular to Sell Wireless Business for $4.4B

TL;DR

US Cellular selling its wireless biz to TDS for $4.4B, closing mid-2024.

AI Summary

United States Cellular Corporation announced on May 21, 2024, that it has entered into a definitive agreement to sell its wireless operating business to Telephone and Data Systems, Inc. for approximately $4.4 billion. This transaction is expected to close in mid-2024, subject to regulatory approvals.

Why It Matters

This sale represents a significant strategic shift for United States Cellular, potentially impacting its future operations and the competitive landscape of the wireless industry.

Risk Assessment

Risk Level: medium — The transaction is subject to regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $4.4B — Sale Price (Total consideration for the wireless operating business.)

Key Players & Entities

• United States Cellular Corporation (company) — Seller
• Telephone and Data Systems, Inc. (company) — Buyer
• $4.4 billion (dollar_amount) — Sale price
• May 21, 2024 (date) — Agreement date
• mid-2024 (date) — Expected closing

FAQ

Key Financial Figures

• $1 — nge on which registered Common Shares, $1 par value USM New York Stock Exchange

Filing Documents

• usm-20240521.htm (8-K) — 58KB
• usm-20240521_g1.jpg (GRAPHIC) — 5KB
• 0000821130-24-000030.txt ( ) — 244KB
• usm-20240521.xsd (EX-101.SCH) — 4KB
• usm-20240521_def.xml (EX-101.DEF) — 16KB
• usm-20240521_lab.xml (EX-101.LAB) — 30KB
• usm-20240521_pre.xml (EX-101.PRE) — 17KB
• usm-20240521_htm.xml (XML) — 5KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders of United States Cellular Corporation (UScellular) on May 21, 2024, the following number of votes were cast for the matters indicated. The following voting results are final. 1. Election of Directors. The following directors received the following votes and were elected : a. For the election of four Directors of UScellular by the holders of Common Shares: Nominee For Withhold Broker Non-vote Harry J. Harczak, Jr. 44,188,307 5,458,079 752,884 Gregory P. Josefowicz 44,885,459 4,760,927 752,884 Cecelia D. Stewart 45,255,187 4,391,199 752,884 Xavier D. Williams 45,669,083 3,977,303 752,884 b. For the election of nine Directors of UScellular by the holder of Series A Common Shares: Nominee For Withhold Broker Non-vote James W. Butman 330,058,770 — — LeRoy T. Carlson, Jr. 330,058,770 — — Walter C. D. Carlson 330,058,770 — — Douglas W. Chambers 330,058,770 — — Deirdre C. Drake 330,058,770 — — Esteban C. Iriarte 330,058,770 — — Michael S. Irizarry 330,058,770 — — Laurent C. Therivel 330,058,770 — — Vicki L. Villacrez 330,058,770 — — 2. Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2024. The proposal received the following votes and was approved : For Against Abstain Broker Non-vote 379,758,496 696,054 3,490 — 3. Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in UScellular's Proxy Statement dated April 9, 2024 (commonly known as "Say-on-Pay"). The proposal received the following votes and was approved : For Against Abstain Broker Non-vote 375,469,788 4,229,222 6,146 752,884

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. UNITED STATES CELLULAR CORPORATION Date: May 23, 2024 By: /s/ Douglas W. Chambers Douglas W. Chambers Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR