CHICAGO, May 11, 2021 /PRNewswire/ -- United States
Cellular Corporation (NYSE: USM) ("UScellular") announced today the
pricing of an underwritten public offering of $500 million aggregate principal amount of its
5.500% Senior Notes due 2070. The notes will be callable at par on
and after June 1, 2026. Closing of
the offering is expected to occur on May 17, 2021, subject to
the satisfaction of customary closing conditions.
The notes are expected to be listed on the New York Stock
Exchange under the symbol "UZF".
Following completion of the offering, UScellular expects to use
a portion of the net proceeds to redeem some or all of the
$300 million aggregate principal
amount of its outstanding 7.25% Senior Notes due 2064 and the
remainder of the net proceeds from the offering, if any, for
general corporate purposes, which may include, without limitation,
the repayment of other indebtedness, the purchase of additional
spectrum and the funding of capital expenditures, including in
connection with 5G buildout projects.
BofA Securities, Citigroup, Morgan Stanley, RBC Capital Markets,
UBS Investment Bank and Wells Fargo Securities are acting as joint
book-running managers for the offering.
UScellular has filed a registration statement (including a
prospectus) related to the notes with the Securities and Exchange
Commission ("SEC"). Information about the offering of the notes is
available in the prospectus supplement to be filed by UScellular
with the SEC. The offering is being made under UScellular's
registration statement filed with the SEC and only by means of the
prospectus supplement and the accompanying prospectus. Before you
invest, you should read the prospectus in that registration
statement, the prospectus supplement related to the offering and
other documents UScellular has filed with the SEC for more complete
information about UScellular and the offering. You may get these
documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, when available, a copy of the
prospectus supplement and the accompanying prospectus may be
obtained from any of the following: BofA Securities, Inc.,
toll-free at 1-800-294-1322 or email
dg.prospectus_requests@bofa.com; Citigroup Global Markets Inc.,
toll-free at 1-800-831-9146 or prospectus@citi.com; 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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state.
About UScellular
UScellular is the fourth-largest
full-service wireless carrier in the
United States, providing national network coverage and
industry-leading innovations designed to elevate the customer
experience. The Chicago-based
carrier is building a stronger network with the latest 5G
technology and offers a wide range of communication services that
enhance consumers' lives, increase the competitiveness of local
businesses and improve the efficiency of government operations.
Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995: All information set
forth in this news release, except historical and factual
information, represents forward-looking statements. This includes
all statements about the closing of the offering and the use of
proceeds therefrom. These statements are based on current
estimates, projections, and assumptions, which involve certain
risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Important
factors that may affect these forward-looking statements include,
but are not limited to: intense competition; the ability to obtain
or maintain roaming arrangements with other carriers on acceptable
terms; the ability to obtain access to adequate radio spectrum to
meet current or anticipated future needs, including participation
in FCC auctions; the ability to attract people of outstanding
talent throughout all levels of the organization; UScellular's
smaller scale relative to larger competitors; changes in demand,
consumer preferences and perceptions, price competition, or churn
rates; advances in technology; impacts of costs, integration
problems or other factors associated with acquisitions,
divestitures or exchanges of properties or wireless spectrum
licenses and/or expansion of UScellular's businesses; the ability
of the company to successfully construct and manage its networks;
difficulties involving third parties; uncertainties in UScellular's
future cash flows and liquidity and access to the capital markets;
the ability to make payments on UScellular indebtedness or comply
with the terms of debt covenants; conditions in the U.S.
telecommunications industry; the value of assets and investments;
the state and federal regulatory environment; pending and future
litigation; potential conflicts of interests between TDS and
UScellular; cyber-attacks or other breaches of network or
information technology security; disruption in credit or other
financial markets; deterioration of U.S. or global economic
conditions; and the impact, duration and severity of public health
emergencies, such as the COVID-19 pandemic. Investors are
encouraged to consider these and other risks and uncertainties that
are more fully described under "Risk Factors" in the most recent
filing of UScellular's Form 10-K, as updated by any UScellular Form
10-Q filed subsequent to such Form 10-K.
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SOURCE United States Cellular Corporation