This entry is sourced from an 8-K exhibit (Exhibit 99.2) filed jointly in connection with Array/UScellular and TDS filings, dated August 1, 2025, the day of closing. In connection with the closing, Douglas W. Chambers, previously UScellular's CFO and Treasurer, was named interim President and CEO of the surviving company, which changed its NYSE ticker from USM to AD effective August 12, 2025. Array retained approximately 4,400 owned towers, noncontrolling investment interests, and spectrum holdings, which the release describes as the fifth largest tower business in the United States. As part of the deal, T-Mobile entered into a 15-year Master License Agreement to be a long-term tenant on a minimum of 2,015 incremental towers owned by Array, extending lease terms for roughly 600 towers where T-Mobile was already a tenant.
On financial advisory, Citigroup Global Markets Inc. served as lead financial advisor, and Centerview Partners LLC served as financial advisor, to TDS; TD Securities (USA) LLC and Wells Fargo also served as financial advisors to TDS. PJT Partners LP served as financial advisor to the independent directors of UScellular.
On legal advisory, Sidley Austin LLP served as lead legal advisor to TDS, Cravath, Swaine & Moore LLP served as legal advisor to UScellular's independent directors, and Clifford Chance LLP and Wilkinson Barker Knauer, LLP served as legal regulatory advisors to both UScellular and TDS.
What is not disclosed: the release notes the $4.3 billion total consideration is subject to final adjustment approximately 180 days after closing, so the figure recorded is subject to post-closing true-up; the release also does not break out advisor fees or specify how the retained spectrum (separately sold later to AT&T, Verizon, and T-Mobile in follow-on transactions) was valued within this initial divestiture.
