United States Cellular sells wireless ops to T-Mobile for $4.4B cash plus debt assumption

ARRAY DIGITAL INFRASTRUCTURE, INC.

Total purchase price $4.4B, payable in cash and assumption of certain debt; $400M allocated to spectrum licenses held by Designated Entities.
Closing conditions include HSR, FCC, CFIUS clearance; $60M termination fee payable by T-Mobile if regulatory approvals fail.
TDS (majority stockholder) delivered written consent approving the deal; no additional stockholder vote required.
Buyer to conduct exchange offer for up to $2.044B of Seller debt; Master License Agreement for ~2,000 towers with 15-year term.
Put/Call Agreement for 600 MHz spectrum licenses for ~$106M aggregate; Short-Term Spectrum Manager Lease Agreement for 1-year transition.

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