Exhibit 1.2
UNITED STATES CELLULAR CORPORATION
(a Delaware corporation)
Debt Securities
TERMS AGREEMENT
August 10, 2020
| | | | | |
| To: | United States Cellular Corporation |
| 8410 West Bryn Mawr Avenue |
| Chicago, Illinois 60631 |
Ladies and Gentlemen:
We understand that United States Cellular Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its senior debt securities (the “Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Securities opposite their names set forth below at the purchase price set forth below.
| | | | | | | | |
| Underwriter | | Principal Amount of Securities |
| BofA Securities, Inc. | $ | 87,000,000 |
| Morgan Stanley & Co. LLC | | 87,000,000 |
| RBC Capital Markets, LLC | | 87,000,000 |
| UBS Securities LLC | | 87,000,000 |
| Wells Fargo Securities, LLC | | 87,000,000 |
| Citigroup Global Markets Inc. | | 25,000,000 |
| BNY Mellon Capital Markets, LLC | | 8,000,000 |
| CIBC World Markets Corp. | | 8,000,000 |
| TD Securities (USA) LLC | | 8,000,000 |
| Truist Securities, Inc. | | 8,000,000 |
| U.S. Bancorp Investments, Inc. | | 8,000,000 |
| Total | $ | 500,000,000 |
The Underwritten Securities shall have the following terms:
Debt Securities
| | | | | | | | |
| Title: | | 6.250% Senior Notes due 2069
|
| Rank: | | Senior unsecured obligations of the Company |
| | | |
| Aggregate principal amount of Securities: | | $500,000,000 |
| | | |
| Denominations: | | $25 and integral multiples of $25 in excess thereof |
| | | |
| Currency of payment: | | US Dollars |
| | | |
| Interest rate: | | 6.250% per annum |
| | | |
| Interest payment dates: | | March 1, June 1, September 1 and December 1, commencing December 1, 2020 |
| | | |
| Regular record dates: | | The first business day preceding the respective interest payment date |
| | | |
| Stated maturity date: | | September 1, 2069 |
| | | |
| Redemption provisions: | | The Notes may be redeemed, in whole or in part, at the Company’s option at any time on and after September 1, 2025 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but not including, the redemption date. |
| | | |
| Sinking fund requirements: | | None |
| | | |
| Conversion provisions: | | None |
| | | |
| Listing requirements: | | Apply to list on NYSE within 30 days of settlement date |
| | | |
| CUSIP / ISIN: | | 911684 702 / US9116847024 |
| | | |
| Price to Public: | | $25 per Note; 100% of the principal amount, plus accrued interest, if any, from August 12, 2020 |
| | | |
| Purchase price: | | $24.2125 per Note; 96.850% of principal amount, plus accrued interest, if any, from August 12, 2020 |
| | | |
| Form: | | Book-entry only |
| | | |
| Other terms and conditions: | | None |
| | | |
| Initial Sale Time: | | 4:05 P.M., New York City time, on August 10, 2020 |
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| Free writing prospectus included in Disclosure Package (See Section 1(a)(2)): | | Free Writing Prospectus, dated August 10, 2020 |
| | |
| Electronic road show or other written communications included in Company Additional Written Communication (See Section 1(a)(6)): | | None |
| | | |
| Restriction on Sale of Securities: | | August 10, 2020 and continuing to and including 30 days thereafter, except with prior written consent from the Representatives |
| | | |
| Closing date and location: | | August 12, 2020 at the offices of Sidley Austin LLP, One S. Dearborn Street, Chicago, Illinois 60603 |
All of the provisions contained in the document attached as Annex I hereto entitled “UNITED STATES CELLULAR CORPORATION — Debt Securities — Final Term Sheet” as was filed with the Securities and Exchange Commission on August 10, 2020, and the document attached as Annex II hereto entitled “UNITED STATES CELLULAR CORPORATION — Debt Securities — Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.
Please accept this offer no later than five o’clock P.M. (New York City time) on August 10, 2020 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
| | | | | | | | |
| Very truly yours, | |
| | |
| BOFA SECURITIES, INC. | |
| MORGAN STANLEY & CO. LLC | |
| RBC CAPITAL MARKETS, LLC | |
| UBS SECURITIES LLC | |
| WELLS FARGO SECURITIES, LLC | |
| | |
| As Representatives of the Several Underwriters Referred to Below | |
| | |
| BY: | WELLS FARGO SECURITIES, LLC |
| | |
| By: | /s/ Carolyn Hurley |
| | Authorized Signatory |
| | |
| Acting on behalf of itself and the other named Underwriters | |
| | | | | |
| Accepted: | |
| UNITED STATES CELLULAR CORPORATION | |
| |
| By | /s/ LeRoy T. Carlson, Jr. |
| Name: | LeRoy T. Carlson, Jr. |
| Title: | Chairman |
| |
| By | /s/ Laurent C. Therivel |
| Name: | Laurent C. Therivel |
| Title | President and Chief Executive Officer |
Annex I to Terms Agreement
Form of Pricing Term Sheet
Free Writing Prospectus
(To Prospectus dated April 17, 2020 and
Preliminary Prospectus Supplement Dated August 10, 2020)
United States Cellular Corporation
6.250% Senior Notes due 2069
Pricing Term Sheet
| | | | | |
| Issuer: | United States Cellular Corporation |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Ba1 / BB / BB+ |
| Security: | 6.250% Senior Notes due 2069 |
| Principal Amount: | $500,000,000 |
| Over-Allotment Option: | None |
| Denominations: | $25 and integral multiples of $25 in excess thereof |
| Trade Date: | August 10, 2020 |
| Settlement Date: | August 12, 2020 (T+2) |
| Maturity Date: | September 1, 2069 |
| Coupon: | 6.250% |
| Interest Payment Dates: | March 1, June 1, September 1 and December 1, commencing December 1, 2020 |
| Price to Public: | $25.00 per note |
| Optional Redemption: | The Issuer may redeem the Notes, in whole or in part, at any time on and after September 1, 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to, but not including, the redemption date. |
| Listing: | The Issuer intends to apply to list the Notes on the New York Stock Exchange under the symbol “UZD” and, if the application is approved, expects trading in the Notes on the New York Stock Exchange to begin within 30 days after the Settlement Date. |
| CUSIP/ISIN: | 911684702 / US9116847024 |
Joint Book-Running Managers:
| BofA Securities, Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC UBS Securities LLC Wells Fargo Securities, LLC |
| Lead Manager: | Citigroup Global Markets Inc. |
Co-Managers:
| BNY Mellon Capital Markets, LLC CIBC World Markets Corp. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. |
| PRIIPs: | No PRIIPs key information document (KID) has been prepared as not available to retail clients in European Economic Area or the United Kingdom. |
| | | | | |
| Selling Restrictions: | European Economic Area and United Kingdom PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The Notes have not been or may not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. United Kingdom Each underwriter: (i) has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (ii) has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer. |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting BofA Securities, Inc., toll-free at 1-800-294-1322 or email dg.prospectus_requests@bofa.com; or Morgan Stanley & Co. LLC, toll-free at 1-800-584-6837; RBC Capital Markets, LLC toll-free at 1-866-375-6829 or email
rbcnyfixedincomeprospectus@rbccm.com; UBS Securities LLC, toll-free at 1-888-827-7275; or Wells Fargo Securities, LLC, toll-free at 1-800-645-3751 or email wfscustomerservice@wellsfargo.com.
Annex II to Terms Agreement
UNITED STATES CELLULAR CORPORATION
Underwriting Agreement
[see attached]
