UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2024
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-14157 | | 36-2669023 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol | | Name of each exchange
on which registered |
| Common Shares, $.01 par value | | TDS | | New York Stock Exchange |
| Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | | TDSPrU | | New York Stock Exchange |
| Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | | TDSPrV | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ¨ | Emerging growth company |
| | |
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 8.01. Other Events
On May 28, 2024, Telephone and Data Systems, Inc. (“TDS”) (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 TDS, United States Cellular Corporation (“Seller”), T-Mobile US, Inc. (“Buyer”) and USCC Wireless Holdings, LLC, pursuant to which, among other things, Seller 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:
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.
| | | TELEPHONE AND DATA SYSTEMS, INC. |
| | | |
| Date: | May 28, 2024 | By: | /s/ Vicki L. Villacrez |
| | | | Vicki L. Villacrez |
| | | | Executive Vice President and Chief Financial Officer |
