TDS and U.S. Cellular agree to sell wireless ops and spectrum to T-Mobile for $4.4B

TELEPHONE & DATA SYSTEMS INC /DE/

Purchase price of $4.4B in cash and debt assumption; $400M escrowed for certain spectrum, $100M contingent on milestones.
Buyer to conduct exchange offer for up to $2.044B of Seller debt, reducing purchase price.
Closing subject to HSR, FCC, CFIUS approvals and business separation; termination fee of $60M payable by Buyer.
Master License Agreement: 15-year license on ~2,000 towers and extension on ~600 towers post-closing.
Put/Call Agreement for 600 MHz spectrum licenses valued at ~$106M; one-year term from closing.

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