T-Mobile to Acquire UScellular’s Wireless Operations and Select Spectrum Assets

Cleary Gottlieb is representing T-Mobile US Inc. (T-Mobile), which announced on May 28, 2024 that it has agreed to acquire substantially all of UScellular’s wireless operations, including its wireless customers and stores, as well as certain specified spectrum assets.

T-Mobile will pay approximately $4.4 billion for the assets being acquired from UScellular in the transaction in a combination of cash and up to $2 billion of debt to be assumed by T-Mobile through an exchange offer to be made to certain UScellular debtholders prior to closing.

The transaction, which is subject to the satisfaction of customary closing conditions and receipt of certain regulatory approvals, is expected to close in mid-2025.

T-Mobile is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience, and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Washington, T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile, and Mint Mobile.

United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to customers with 4.5 million retail connections in 21 states.

For more information, please see the press release here.