공지 • Aug 01
T-Mobile US, Inc. (NasdaqGS:TMUS) acquired Wireless Operations and Select Spectrum Assets of United States Cellular Corporation.
T-Mobile US, Inc. (NasdaqGS:TMUS) entered into a definitive agreement to acquire Wireless Operations and Select Spectrum Assets of United States Cellular Corporation for $4.4 billion on May 24, 2024. UScellular has agreed to sell its wireless operations and select spectrum assets to Buyer for a purchase price, subject to adjustment as specified in the Purchase Agreement, (the “Purchase Price”) of $4,400,000,000, payable in cash and the assumption of up to approximately $2 billion in debt. Further, up to $100 million of the cash purchase price is contingent on achieving certain financial and operational metrics between signing and closing. The purchase price is also subject to other potential adjustments, as specified in the purchase agreement. Under the terms of the agreement, T-Mobile will acquire UScellular’s wireless operations and approximately 30% of spectrum assets across several spectrum bands. In addition, T-Mobile will enter into a new master license agreement (“MLA”) on more than 2,000 towers. T-Mobile expects to finance the transaction with existing cash on hand, and the consummation of the transaction is not subject to any financing contingencies. In connection with the transaction, T-Mobile expects to conduct an exchange offer under which holders of certain UScellular debt with a face value of approximately $2 billion will be offered the opportunity to participate in an exchange offer of their UScellular debt for T-Mobile debt. The amount of any debt exchanged will serve to reduce the cash payable to UScellular. UScellular retains approximately 70% of its spectrum portfolio across several spectrum bands and will seek to opportunistically monetize these retained assets. UScellular also retains significant equity method investment interests, primarily from its wireless partnerships, that generated $158 million of equity method income and $150 million in distributions in 2023. The agreement provides for specified termination rights. T-Mobile will be required to pay to United States Cellular a $60 million termination fee if the Purchase Agreement is terminated under certain circumstances related to the failure to obtain certain required regulatory approvals.
The transaction subject to the receipt of regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act, the receipt of approval from the Federal Communications Commission, clearance by the Committee on Foreign Investment in the U.S. and the satisfaction of customary closing conditions. The transaction has been unanimously recommended by the independent directors of UScellular and unanimously approved by the boards of directors of both UScellular and TDS. The transaction is expected to close in mid-2025. As per the filing announced on July 11, 2025, US Department of Justice Antitrust Division closed its investigation into the proposed transaction and transaction remains subject to approval by the Federal Communications Commission. As of July 11, 2025, the trsnaction is approved by Federal Communications Commission.
As of July 24, 2025, the T-Mobile Transaction is expected to close on August 1, 2025, subject to satisfaction of closing conditions. Upon closing Douglas W. Chambers will serve as interim President and Chief Executive Officer (CEO) of the post-closing business and The post-closing business will change its name to Array Digital Infrastructure, Inc.SM. As part of the corporate name change, the Company will launch a new website and a new company logo. Array Digital Infrastructure, Inc. expects to remain headquartered in Chicago, IL.
Citigroup Global Markets Inc. is serving as lead financial advisor, Centerview Partners LLC is serving as financial advisor and John P. Kelsh, Scott R. Williams, Christopher R. Hale, Cameron S. Stanton, Mitchel A. Mick, Sonia Gupta Barros, David Ni, Robert Mandell, Sara M. von Althann, Paul E. Veith, Matthew E. Johnson, Melissa K. McGrory, Heather M. Palmer, James Mendenhall, Howard J. Stanislawski, Robert Lewis, Megan H. Roberts, Scott J.F. Goldstein, Nathan J. Greene, Carla G. Teodoro, Douglas E. McCormack, Natalie C. Chan, Teresa L. Reuter, Colleen Theresa Brown, Elizabeth K. McCloy, Elizabeth Y. Austin, Jim Ducayet, Katie Klaben, Yunzhou Wang, Suresh T. Advani, Mark L. Kaufmann, Dusan Clark, Robert J. Kelly and Leslie A. Shubert of Sidley Austin LLP is serving as lead legal advisor to TDS, parent company of UScellular. TD Securities (USA) LLC and Wells Fargo are also serving as financial advisors to TDS for the transaction. PJT Partners LP is serving as financial advisor and G.J. Ligelis Jr., Joseph D. Zavaglia, Douglas Dolan, Ron Creamer, Amanda Hines Gold, Sasha Rosenthal-Larrea, Matthew Morreale, Michael L. Arnold, Lisa M. Kohl, Benjamin G. Joseloff, Joyce Law and Lauren Piechocki of Cravath, Swaine & Moore LLP is serving as legal advisor to the independent directors of UScellular. Clifford Chance LLP and Wilkinson Barker Knauer, LLP are also serving as legal regulatory advisors to UScellular and TDS for the transaction. Christopher R. Moore of Cleary Gottlieb Steen & Hamilton LLP and Nancy J. Victory, Michael Senkowski and Ian Forbes of DLA Piper LLP are acting as legal counsel to T-Mobile. PJT Partners LP acted as fairness opinion provider. James E. Langston of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to T-Mobile US,Inc. Morgan Stanley B.V. acted as financial advisor to Deutsche Telekom parent of T-Mobile US. Clare O’Brien and Sean Skiffington of Allen Overy Shearman Sterling US LLP represented PJT Partners LP as financial advisor.
T-Mobile US, Inc. (NasdaqGS:TMUS) completed the acquisition of Wireless Operations and Select Spectrum Assets of United States Cellular Corporation for on August 1, 2025. Total consideration received in today's closing was $4.3 billion after adjustments, which includes a combination of $2.6 billion in cash proceeds and approximately $1.7 billion in debt assumed by T-Mobile through an exchange offer made to UScellular's debtholders, which is expected to close on August 5, 2025. The amounts are subject to final adjustment approximately 180 days after the closing date. ArraySM will retain its approximately 4,400 owned towers, noncontrolling investment interests, and spectrum holdings across various bands. Array's tower assets represent the fifth largest tower business in the United States.
