CHICAGO, Oct. 18,
2024 /PRNewswire/ -- United States Cellular
Corporation (NYSE: USM) has entered into an agreement with
Verizon Communications Inc. (NYSE, Nasdaq: VZ) to sell a portion of
the Company's retained spectrum licenses for total consideration of
$1.0 billion.
Additionally, UScellular has entered into agreements with two
other mobile network operators for the sale of other selected
spectrum licenses. The transactions are part of the
objective UScellular announced on May
28, 2024, to opportunistically monetize the spectrum that
was not included in the proposed sale to T-Mobile.
"We are pleased that significant value for a portion of the
remaining licenses will be realized," said Laurent C. Therivel, President and CEO, "and,
importantly, that these agreements with multiple mobile network
operators ensure that this spectrum will be put to work for
consumers throughout the country. We are continuing the process to
opportunistically monetize the remaining spectrum assets not
included in today's announcement."
Transaction Details
UScellular reached an agreement
with Verizon to sell 663 million MHz POPs of its Cellular (850 MHz)
spectrum licenses as well as 11 million MHz POPs of its AWS and 19
million MHz POPs of its PCS licenses for a total of $1.0 billion. The purchase price is payable in
cash and subject to certain potential adjustments specified in the
purchase agreement. The transaction with Verizon is subject to the
receipt of regulatory approvals and satisfaction of customary
closing conditions.
In addition, UScellular reached agreements to sell a total of 12
million MHz POPs of its spectrum licenses across the CBRS, C-Band,
and 700 MHz B/C Block bands to two additional mobile network
operators. These transactions are subject to regulatory approval
and satisfaction of customary closing conditions. Buyers and terms
have not been disclosed.
Each transaction is contingent upon the closing of the proposed
sale of the UScellular wireless operations and select spectrum
assets to T-Mobile.
Other Transaction Details
TDS, in its role as the 82
percent shareholder of UScellular, has delivered its written
consent approving the Verizon transaction. No further action
by UScellular's shareholders will be needed or solicited in
connection with these transactions.
Retained Spectrum
Following these transactions,
UScellular's retained spectrum will represent 3.4 billion MHz POPs
of low and mid-band spectrum (700 MHz, 3.45GHz, CBRS and C-Band) as
well as 17.2 billion MHz POPs of mmWave spectrum. UScellular is
continuing the process to opportunistically monetize these retained
assets.
Advisors
Citigroup Global Markets Inc. is serving as
lead financial advisor and Centerview Partners LLC is serving as
financial advisor to TDS. TD Securities (USA) LLC and Wells Fargo are also serving as
financial advisors to TDS. Wilkinson Barker Knauer is serving
as lead transactional and FCC regulatory counsel to both TDS and
UScellular. In addition, Clifford Chance LLP is serving as
regulatory advisor to both TDS and UScellular, and Sidley Austin
LLP is serving as legal advisor to TDS. PJT Partners LP is
serving as financial advisor and Cravath, Swaine & Moore LLP is
serving as legal advisor to the independent directors of
UScellular.
About UScellular
United States Cellular Corporation
provides a comprehensive range of wireless products and services,
excellent customer support, and a high-quality network to customers
with 4.5 million retail connections in 21 states. The Chicago-based company had 4,300 full- and
part-time associates as of June 30,
2024. At the end of the second quarter of 2024, Telephone
and Data Systems, Inc. owned approximately 82 percent of
UScellular. For more information about UScellular, visit
uscellular.com.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: All information set forth in this news release,
except historical and factual information, represents
forward-looking statements. This includes all statements about the
company's plans, beliefs, estimates, and expectations. These
statements are based on current estimates, projections, and
assumptions, which involve certain risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Important factors that may affect these
forward-looking statements include, but are not limited to: whether
the previously announced transaction whereby UScellular has agreed
to sell its wireless operations and selected spectrum assets to
T-Mobile will be successfully completed or whether UScellular will
be able to find buyers at mutually agreeable prices for its
remaining spectrum assets; whether these transactions will have an
adverse impact on UScellular's business; and other risks and
uncertainties more fully described under "Risk Factors" in the most
recent filing of UScellular's Form 10-K, as updated by any
UScellular Form 10-Q filed subsequent to such Form 10-K.
For more information about UScellular, visit:
www.uscellular.com
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SOURCE United States Cellular Corporation
