T-Mobile to Acquire Majority of US Cellular in $4.4 Billion Deal
Bellevue, WA and Chicago, IL – May 17, 2023
– T-Mobile US, Inc. (“T-Mobile”) (NASDAQ: TMUS) and US Cellular Corporation (“US Cellular”) (NYSE: USM) today announced that they have entered into a definitive agreement under which T-Mobile will acquire approximately 97% of US Cellular’s outstanding common stock for $4.4 billion in cash. The transaction will combine T-Mobile’s nationwide 5G network with US Cellular’s strong presence in rural and underserved areas, creating a more robust and ubiquitous wireless network for customers. The acquisition will also enhance T-Mobile’s spectrum portfolio and provide it with additional capacity to support its growing customer base. “This acquisition is a major step forward in our mission to close the digital divide and create a more connected future for everyone,” said Mike Sievert, CEO of T-Mobile. “US Cellular has a long history of serving rural America, and together we will be able to extend our transformative 5G network to even more people and communities.” “Today’s announcement is a testament to the hard work and dedication of our employees,” said Laurent Therivel, CEO of US Cellular. “We are excited about the opportunities that this transaction will create for our customers, our employees, and our shareholders. We believe that T-Mobile is the best partner to help us continue to build a strong and sustainable business.” Under the terms of the agreement, T-Mobile will acquire 21 million shares of US Cellular’s common stock for $26.50 per share, representing a total equity value of approximately $4.4 billion. The transaction is expected to close by the end of the year, subject to customary closing conditions, including regulatory approvals. Following the closing of the transaction, US Cellular will continue to operate as a separate brand within T-Mobile. The combined company will be well-positioned to compete in the rapidly evolving wireless industry, delivering innovative products and services to consumers and businesses alike. Financial advisors to T-Mobile included Goldman Sachs & Co. LLC and JP Morgan Securities LLC. Legal advisors included Davis Polk & Wardwell LLP and Wachtell, Lipton, Rosen & Katz. Financial advisors to US Cellular included BofA Securities, Inc. and Evercore Group L.L.C. Legal advisors included Kirkland & Ellis LLP and Sidley Austin LLP.
T-Mobile to Acquire Majority of US Cellular in $4.4 Billion Deal
May 2, 2023
T-Mobile US, the second-largest wireless carrier in the United States, has announced a definitive agreement to acquire nearly all of US Cellular Corporation in a $4.4 billion leveraged deal. The transaction is expected to close in the second half of 2023, subject to regulatory approvals and customary closing conditions. Under the terms of the agreement, T-Mobile will acquire all of US Cellular’s assets and operations, including its 12.5 million customers, spectrum licenses, and network infrastructure. US Cellular will maintain its brand and operations as a wholly-owned subsidiary of T-Mobile. The acquisition will significantly expand T-Mobile’s nationwide footprint and customer base. US Cellular primarily operates in the Midwest and Rocky Mountain regions, complementing T-Mobile’s strong presence in urban and coastal areas. T-Mobile plans to invest heavily in US Cellular’s network to enhance coverage and capacity, particularly in rural and underserved areas. The company aims to provide customers with a more robust and reliable wireless experience. “This acquisition is a major step forward in our mission to deliver a transformative network experience for customers across the country,” said Mike Sievert, CEO of T-Mobile. “By bringing together T-Mobile and US Cellular, we’ll create a truly nationwide 5G network that will benefit consumers, businesses, and the economy as a whole.” US Cellular CEO Laurent Therivel added, “We’re thrilled to join forces with T-Mobile, a company that shares our commitment to innovation and customer service. This transaction will allow us to continue providing our customers with the best possible wireless experience while also benefiting from T-Mobile’s scale and resources.” The acquisition is expected to face regulatory scrutiny due to T-Mobile’s already significant market share. However, the companies argue that the deal will increase competition in rural areas where US Cellular currently has a strong presence. Analysts expect the acquisition to be approved by the Federal Communications Commission and the Department of Justice, given that similar deals have been approved in the past. If approved, the combined entity will have approximately 115 million wireless customers, making it the largest wireless carrier in the United States.