The transaction was part of a broader spectrum-monetization program USCC announced on May 28, 2024, to sell spectrum assets not included in its separate, previously announced sale of its wireless operations to T-Mobile US, Inc. (that wireless-operations sale closed August 1, 2025, per the June 2026 press release). Laurent C. Therivel, USCC's President and CEO at the time of the October 2024 announcement, said: "We are pleased that significant value for a portion of the remaining licenses will be realized, and, importantly, that these agreements with multiple mobile network operators ensure that this spectrum will be put to work for consumers throughout the country. We are continuing the process to opportunistically monetize the remaining spectrum assets not included in today's announcement." Alongside the Verizon agreement, USCC separately agreed to sell 12 million MHz POPs of spectrum across the CBRS, C-Band, and 700 MHz B/C Block bands to two other, unnamed mobile network operators; buyers and terms for those sales were not disclosed in the filing.
The $1.0 billion purchase price is payable entirely in cash, subject to potential adjustments specified in the Verizon Purchase Agreement, including adjustments if certain licenses are excluded due to court orders or to mitigate FCC-imposed "burdensome conditions," or if the term of a related T-Mobile Short-Term Spectrum Manager Lease is extended. No equity, stock consideration, exchange ratio, or financing structure was disclosed, consistent with this being a cash asset sale rather than a merger. No synergy estimates, EPS accretion/dilution figures, or pro forma combined-company metrics were disclosed, as this is a divestiture of discrete spectrum licenses rather than a corporate combination.
Closing was contingent on the related T-Mobile Purchase Agreement (dated May 24, 2024) having closed, on expiration of the Hart-Scott-Rodino waiting period, and on receipt of FCC approval. The agreement set an outside closing date of December 31, 2026, with provisions for up to two six-month extensions (one year in aggregate) if regulatory approvals or termination of the T-Mobile spectrum lease remained outstanding. TDS, as 82-percent shareholder of USCC, delivered written consent approving the transaction on October 17, 2024, so no further USCC shareholder vote was required. The agreement included mutual indemnification provisions, with sellers' indemnification capped at their pro-rata portion of the purchase price and a 5-percent cap on non-fundamental representations.
The transaction closed on June 1, 2026, as disclosed in a Form 8-K filed that day by Array Digital Infrastructure, Inc. (the renamed successor to USCC, NYSE: AD). Array confirmed it "completed the previously announced sale of select spectrum assets to Verizon" and received the full $1.0 billion purchase price in cash at closing. In conjunction with the Verizon closing, the completion of a separate $168 million spectrum sale to T-Mobile (primarily 700MHz and 600MHz licenses) in May 2026, and current cash on hand, Array's Board declared a special cash dividend of $11.00 per Common Share and Series A Common Share, payable June 25, 2026 to shareholders of record as of June 11, 2026. Array stated it does not anticipate paying additional dividends during 2026 and expects the special dividend will largely be designated as an ordinary and qualified dividend for 2026 Form 1099-DIV purposes.
The June 2026 press release separately disclosed that TDS had made a non-binding proposal, dated May 7, 2026 and previously announced May 8, 2026, to acquire all outstanding Array common shares not already owned by TDS; Array stated that the special dividend declaration "is unrelated to" that proposal and that its special committee had not made any decision on it at the time of the release. That proposed going-private transaction is a separate, distinct matter from the Verizon spectrum sale and is not otherwise detailed in the filings reviewed for this deal.
Financial advisors to TDS on the Verizon transaction were Citigroup Global Markets Inc., serving as lead financial advisor, along with Centerview Partners LLC, TD Securities (USA) LLC, and Wells Fargo. PJT Partners LP served as financial advisor to the independent directors of USCC/Array. Wilkinson Barker Knauer, LLP served as lead transactional and FCC regulatory counsel to both TDS and USCC/Array, Clifford Chance LLP served as regulatory advisor to both, Sidley Austin LLP served as legal advisor to TDS, and Cravath, Swaine & Moore LLP served as legal advisor to the independent directors of USCC/Array.
Details not disclosed in the filings reviewed include the specific purchase-price adjustment amounts (if any) that were ultimately applied at closing, the identities of the two other mobile network operators that purchased CBRS, C-Band, and 700 MHz B/C Block spectrum, the book gain or loss Array recognized on the sale, and any further terms of TDS's separate non-binding proposal to acquire the remaining Array shares.