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): January 27, 2022
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-09712 | | 62-1147325 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (773) 399-8900
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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, $1 par value | | USM | | New York Stock Exchange |
| 6.25% Senior Notes due 2069 | | UZD | | New York Stock Exchange |
| 5.50% Senior Notes due 2070 | | UZE | | New York Stock Exchange |
| 5.50% Senior Notes due 2070 | | UZF | | 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).
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| ☐ | 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 1.01. Entry into a Material Definitive Agreement
On January 27, 2022, USCC EIP LLC (USCC EIP), a wholly-owned subsidiary of United States Cellular Corporation (UScellular) entered into a Master Framework Agreement and a Master Repurchase Agreement (collectively, the Transaction Agreements) with MUFG Bank, Ltd., New York Branch (MUFG), each such agreement effective as of January 26, 2022 (Effective Date).
Under the Transaction Agreements, USCC EIP may sell eligible equipment installment plan receivables to MUFG on an uncommitted basis, subject to repurchase by USCC EIP at the end of the term, which may extend up to one month. Subject to the availability of eligible receivables, USCC EIP may borrow up to $200 million from MUFG. MUFG will hold a security interest in any transferred receivables.
The borrowings will bear monthly interest at a rate of secured overnight financing rate (SOFR) plus 1.25%.
USCC EIP must provide certain representations and warranties to MUFG as of the Effective Date and at the time of each borrowing. Additionally, UScellular is a guarantor of USCC EIP's performance under the Transaction Agreements. UScellular does not guarantee that the receivables are collectible.
The expiration date of the Transaction Agreements is January 31, 2023.
The foregoing brief description is qualified by reference to the copy of the Exhibits attached hereto, which are incorporated herein by reference.
MUFG and/or its affiliates may have various relationships with UScellular, its parent, Telephone and Data Systems, Inc. (TDS), and their subsidiaries involving banking or other financial services, including checking, cash management, brokerage, lending, investment banking, depository, indenture trustee and/or other services.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number | | Description of Exhibits |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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| SIGNATURES |
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| 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. |
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| | | UNITED STATES CELLULAR CORPORATION |
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| Date: | February 1, 2022 | By: | /s/ Douglas W. Chambers |
| | | | Douglas W. Chambers |
| | | | Executive Vice President, Chief Financial Officer and Treasurer |
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