US Cellular Files 8-K: Material Agreements & Shareholder Votes

TL;DR

US Cellular filed an 8-K detailing material agreements and shareholder votes, potentially impacting its debt and corporate structure.

AI Summary

United States Cellular Corporation announced on November 6, 2024, that it entered into a material definitive agreement related to its senior notes. The company also submitted matters to a vote of its security holders and reported other events. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including potential new debt agreements or amendments, and shareholder decisions that could impact the company's financial structure and future direction.

Risk Assessment

Risk Level: medium — Material definitive agreements and shareholder votes can introduce significant financial or strategic changes that carry inherent risks.

Key Players & Entities

• UNITED STATES CELLULAR CORP (company) — Registrant
• November 6, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 62-1147325 (tax_id) — I.R.S. Employer Identification No.
• 001-09712 (commission_file_number) — SEC File Number

FAQ

Key Financial Figures

• $1 — nge on which registered Common Shares, $1 par value USM New York Stock Exchange
• $1.018 billion — ectrum assets to AT&T for approximately $1.018 billion in the aggregate, payable in cash subje
• $232 million — T&T Purchase Agreement. Approximately $232 million of the AT&T Purchase Price has been all
• $182 million — pectrum Licenses to which approximately $182 million of the AT&T Purchase Price is allocated
• $50 million — pectrum Licenses to which approximately $50 million of the AT&T Purchase Price is allocated
• $1.00 — der of Series A Common Stock, par value $1.00 per share, and majority holder of Commo

Filing Documents

• usm-20241106.htm (8-K) — 51KB
• usm2024spectrumtransex991.htm (EX-99.1) — 11KB
• usm2024spectrumtransex992.htm (EX-99.2) — 1KB
• apollosupplementalinformat.jpg (GRAPHIC) — 188KB
• image.jpg (GRAPHIC) — 13KB
• usm-20241106_g1.jpg (GRAPHIC) — 5KB
• 0000821130-24-000065.txt ( ) — 534KB
• usm-20241106.xsd (EX-101.SCH) — 3KB
• usm-20241106_def.xml (EX-101.DEF) — 16KB
• usm-20241106_lab.xml (EX-101.LAB) — 30KB
• usm-20241106_pre.xml (EX-101.PRE) — 17KB
• usm-20241106_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On November 6, 2024, United States Cellular Corporation ("USCC"), certain subsidiaries of USCC (collectively, "Sellers"), and New Cingular Wireless PCS, LLC ("AT&T"), a subsidiary of AT&T Inc., entered into a License Purchase Agreement (the "AT&T Purchase Agreement") pursuant to which, among other things, Sellers have agreed to sell select spectrum assets to AT&T for approximately $1.018 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 AT&T Purchase Agreement. Additional information regarding the AT&T Purchase Agreement is provided below. AT&T Purchase Agreement AT&T has agreed to purchase wireless spectrum licenses in the 3.45 GHz band, as well as select licenses for spectrum in the 700 MHz band (collectively, the "Licenses") for approximately $1.018 billion in the aggregate (the "AT&T Purchase Price"), payable in cash, subject to certain potential adjustments as further discussed below and in the AT&T Purchase Agreement. Approximately $232 million of the AT&T Purchase Price has been allocated to certain Licenses in the 700 MHz band (the "Designated Entity Spectrum Licenses") held by an entity (the "Designated Entity") in which a subsidiary of USCC is a non-controlling limited partner. The AT&T Purchase Agreement includes specific conditions pertaining to the transfer of the Designated Entity Spectrum Licenses. The sale of the Designated Entity Spectrum Licenses may occur at the same time as the closing of the sale of the remainder of the Licenses subject to the AT&T Purchase Agreement (the "USCC Closing") or in one or more other closings (a closing of a sale of Designated Entity Spectrum Licenses, a "Designated Entity License Closing", and together with the USCC Closing, each a "Closing" and collectively the "Closings"). The portion of the AT&T Purchase Price allocated to the Designated Entity Spectrum

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders On November 6, 2024, following the execution of the AT&T 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 AT&T Purchase Agreement and approving the transactions contemplated thereby, and a written consent approving the divestiture of the remaining wireless spectrum licenses held by USCC and its subsidiaries (other than those that are the subject of the T-Mobile Purchase Agreement, the License Purchase Agreement dated as of October 17, 2024 by and among USCC, certain subsidiaries of USCC and Verizon Communications Inc. or the AT&T Purchase Agreement) on such terms as may be approved by USCC's Board of Directors and, in accordance with the requirements of the applicable delegations of authority, the Board of Directors of TDS. No further approval of the stockholders of USCC is required to approve the AT&T Purchase Agreement or such other wireless spectrum licenses.

01. Other Events

Item 8.01. Other Events On November 7, 2024, USCC issued a press release announcing the execution of the AT&T 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. The transaction announced today is part of USCC's previously-announced objective of opportunistically monetizing the spectrum that was not included in its proposed sale to T-Mobile. Additional information regarding USCC's progress against this objective is included in Exhibit 99.2, which is incorporated into this Item 8.01 by reference. Upon the consummation of the Closings, USCC expects to recognize a gain, in the aggregate, in connection with the transactions contemplated by the AT&T 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 Press release, dated November 7, 2024 99.2 Supplemental Spectrum Transactions Information 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: November 7, 2024 By: /s/ Douglas W. Chambers Douglas W. Chambers Executive Vice President, Chief Financial Officer and Treasurer

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View this 8-K filing on SEC EDGAR