UScellular’s $4.4 Billion Sale of Wireless Operations and Select Spectrum Assets to T‑Mobile
May 28, 2024
On May 28, 2024, United States Cellular Corporation (“UScellular”) announced that it has entered into a definitive agreement to sell its wireless operations and select spectrum assets to T‑Mobile for a purchase price of $4.4 billion, including a combination of cash and up to approximately $2 billion of assumed debt. Under the terms of the agreement, T‑Mobile will acquire UScellular’s wireless operations and approximately 30% of its spectrum assets across several spectrum bands. In addition, T‑Mobile will enter into a new master license agreement with UScellular on more than 2,000 towers. The agreement follows a thorough strategic review process announced in August 2023 and has been unanimously recommended by the independent directors of UScellular and unanimously approved by the Board of Directors of UScellular. Cravath is representing the independent directors of UScellular in connection with the transaction.
The Cravath team is led by partner G.J. Ligelis Jr. and includes associates Joshua D. Santilli, Jessica E. Sandor, Mariel V. Mok and Jack F. Chen on M&A matters; partners Joseph D. Zavaglia and Douglas Dolan and associate Maurice Temming on financing matters; partner Ron Creamer and associate Michael Pelle on tax matters; partner Amanda Hines Gold and associates Anna Mikaelyan and Caroline Wyatt on executive compensation and benefits matters; partner Sasha Rosenthal‑Larrea and associate Sarah R. Brathwaite on intellectual property matters; partner Matthew Morreale and associate Star S. Gulant on environmental matters; partner Matthew Morreale, senior attorney Joyce Law and practice area attorney Lauren Piechocki on real estate matters; partner Michael L. Arnold, of counsel Lisa M. Kohl and associate Ashley Gust on corporate governance matters; and of counsel Benjamin G. Joseloff on CFIUS matters. Kenya Rowser also worked on intellectual property matters.
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