US Cellular Files 8-K on Material Agreement

TL;DR

US Cellular just filed an 8-K on a big deal, check the details.

AI Summary

On October 17, 2024, United States Cellular Corporation entered into a material definitive agreement related to its senior notes. The company filed an 8-K detailing this agreement and other events, including the submission of matters to a vote of security holders and financial statements.

Why It Matters

This filing indicates significant corporate actions and agreements by United States Cellular Corporation, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and votes by security holders can introduce significant financial and operational risks or opportunities.

Key Numbers

• 001-09712 — Commission File Number (Identifier for United States Cellular Corp.)
• 62-1147325 — I.R.S. Employer Identification No. (Tax identification for United States Cellular Corp.)

Key Players & Entities

• UNITED STATES CELLULAR CORP (company) — Registrant
• October 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-09712 (company_id) — Commission File Number
• 62-1147325 (company_id) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $1 — nge on which registered Common Shares, $1 par value USM New York Stock Exchange
• $1.0 billion — l select spectrum assets to Verizon for $1.0 billion in the aggregate, payable in cash subje
• $1.00 — der of Series A Common Stock, par value $1.00 per share, and majority holder of Commo

Filing Documents

• usm-20241017.htm (8-K) — 50KB
• usm8-k2024projecthelenex991.htm (EX-99.1) — 9KB
• image.jpg (GRAPHIC) — 13KB
• usm-20241017_g1.jpg (GRAPHIC) — 5KB
• 0000821130-24-000058.txt ( ) — 268KB
• usm-20241017.xsd (EX-101.SCH) — 4KB
• usm-20241017_def.xml (EX-101.DEF) — 16KB
• usm-20241017_lab.xml (EX-101.LAB) — 30KB
• usm-20241017_pre.xml (EX-101.PRE) — 17KB
• usm-20241017_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 17, 2024, 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 in 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") fo r $1.0 billion in the 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, Telephone and Data Systems, Inc. ("TDS"), T-Mobile US, Inc. and USCC Wireless Holdings, LLC (the "T-Mobile Purchase Agreement"), is exte

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, US CC 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 releas e, 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. UNITED STATES CELLULAR CORPORATION Date: October 18, 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