M&A - UNITED STATES CELLULAR CORP

Form Type: 10-Q

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000082113025000032

Filing Summary: United States Cellular Corporation (UScellular) has reported its financial results for the quarter ended March 31, 2025, including an ongoing review for potential strategic transactions. Notably, UScellular announced its intention to sell its wireless operations and select spectrum assets to T-Mobile for $4.4 billion, set to close by mid-2025 pending regulatory approvals. In addition, there are associated agreements with Verizon and AT&T for the sale of certain spectrum licenses that are contingent on the completion of the T-Mobile transaction. UScellular's financial performance reflects a decline in operating revenues from the previous year, primarily in its wireless segment. The company reported an operating income of $41 million, compared to $51 million in the previous year, and a net income of $20 million, marking a decrease from $24 million. Furthermore, UScellular continues to face potential impacts from tariff increases on procured goods.

Form Type: DEFM14C

Filing Date: 2025-01-23

Corporate Action: Acquisition

Type: New

Accession Number: 000082113025000012

Filing Summary: On January 23, 2025, United States Cellular Corporation (USCC) distributed an Information Statement regarding the execution of a License Purchase Agreement with Verizon Communications Inc. for the sale of select spectrum licenses for a total consideration of $1.0 billion in cash. The USCC Board, upon unanimous recommendation from independent directors, deemed the transaction advisable and approved it. A majority of stockholders, holding approximately 96% voting power, granted written consent for the Agreement on October 17, 2024, hence no further stockholder action is required. The Verizon Transaction involves the sale of licenses in the cellular, AWS, and PCS bands, and while it directly affects the company's asset allocation, it is not expected to impact the USCC Common Stock traded on the NYSE. Additionally, the company anticipates recognizing a significant gain for U.S. federal income tax purposes from the transaction. This action is part of the company’s broader strategy to monetize assets, initially stemming from an earlier agreement with T-Mobile for selling its wireless operations and spectrum assets. The transaction is contingent upon regulatory approvals, including compliance with the HSR Act and FCC assignment application approvals, with specified efforts to complete filings by April 1, 2025. The Information Statement is available for stockholders intending to understand the implications of this transaction, without requiring them to take any action.

Form Type: DEFM14C

Filing Date: 2025-01-23

Corporate Action: Acquisition

Type: New

Accession Number: 000082113025000013

Filing Summary: United States Cellular Corporation issued an Information Statement regarding the acquisition of certain spectrum licenses by AT&T Inc. under a License Purchase Agreement dated November 6, 2024, where USCC and its subsidiaries agreed to sell select spectrum licenses in the 3.45 GHz and 700 MHz bands to AT&T for $1,018,043,717 in cash. The transaction has received approval from stockholders holding a majority of the voting power through written consent, eliminating the need for a stockholder meeting. The AT&T Transactions are deemed advisable and in the best interest of the Company and its stockholders by the USCC Board. No further stockholder action is required for consummation. The Company will file an additional information statement regarding transactions with Verizon Communications, Inc. The Information Statement is for informational purposes only, and shareholders are not required to act upon it.

Form Type: PREM14C

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000082113025000006

Filing Summary: On January 14, 2025, United States Cellular Corporation (USCC) filed a preliminary information statement regarding a significant transaction involving the sale of spectrum licenses to Verizon Communications Inc. The agreement entails the sale of select spectrum licenses, including those in the cellular, Advanced Wireless Services (AWS), and Personal Communications Services (PCS) bands for a total cash consideration of $1.0 billion. The transaction is being classified as an acquisition, with the independent directors of USCC unanimously advising that it is in the best interests of the company and its shareholders. The stockholders holding a majority of USCC's voting power provided written consent for the transaction on October 17, 2024. No further action is required from other stockholders for the transaction to proceed. The filing also outlines the anticipated timeline for the transaction's effectiveness and notes its compliance with Delaware law.

Form Type: PREM14C

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000082113025000007

Filing Summary: On January 14, 2025, United States Cellular Corporation filed a preliminary information statement regarding the acquisition of select spectrum licenses by AT&T, detailed in a License Purchase Agreement dated November 6, 2024. The transaction involves the sale of spectrum licenses in the 3.45 GHz and 700 MHz bands for a total consideration of approximately $1 billion. Following unanimous approval from the Company's board of directors and a written consent from its majority stockholder, Telephone and Data Systems, Inc. (TDS), no further stockholder approval is required for this transaction. The filing also outlines that the closing of the AT&T transaction is conditioned on obtaining regulatory approvals, including from the FCC, and indicates that no stockholders' meeting will be held. The transaction aims to enhance strategic alternatives and will entail future operational adjustments to monetize retained spectrum assets. The document also refers to additional simultaneous agreements involving Verizon Communications, Inc.