UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
On May 28, 2024, United States Cellular Corporation (“UScellular”) (i) issued a press release announcing that its board of directors unanimously approved the execution of a Securities Purchase Agreement (the “Purchase Agreement”) by and among Telephone and Data Systems, Inc., UScellular, T-Mobile US, Inc. (“Buyer”) and USCC Wireless Holdings, LLC, pursuant to which, among other things, 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 $2,000,000,000 in debt (the “Transaction”) and (ii) made available an investor presentation with regard to the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 and a copy of the investor presentation is furnished herewith as Exhibit 99.2; both documents are incorporated in this Item 8.01 by reference.
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 May 28, 2024 | |
| 99.2 | Investor Presentation, dated May 28, 2024 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: May 28, 2024 | By: | /s/ Douglas W. Chambers |
| Douglas W. Chambers | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||