Item 1.01. Entry into a Material Definitive Agreement
On August 10, 2020, United States Cellular Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), and a related Terms Agreement (the “Terms Agreement”) among the Company and the Representatives, pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to the satisfaction of the terms and conditions set forth in the Underwriting Agreement, $500,000,000 aggregate principal amount of the Company’s 6.250% Senior Notes due 2069 (the “Notes”). The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, and termination provisions. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities on customary terms. Copies of the Underwriting Agreement and the Terms Agreement are attached hereto as Exhibit 1.1 and Exhibit 1.2, respectively, and are incorporated herein by reference thereto.
The closing and settlement of $500,000,000 aggregate principal amount of the Notes occurred on August 12, 2020. The Notes mature on September 1, 2069 and bear interest at the rate of 6.250% per annum, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning December 1, 2020. The Company may redeem the Notes, in whole or in part, at any time on and after September 1, 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to, but not including, the redemption date. The Notes are our senior unsecured obligations and rank on a parity with all of our existing and future senior unsecured obligations. The Notes were issued pursuant to an Indenture dated as of June 1, 2002 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), as trustee (the “Trustee”), as supplemented by the Ninth Supplemental Indenture dated August 12, 2020 (the “Ninth Supplemental Indenture”). Copies of the Indenture and the Ninth Supplemental Indenture are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference thereto.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the respective documents incorporated by reference herein.
The Trustee and certain of the Underwriters are affiliates of banks with which the Company and its subsidiaries maintain ordinary banking relationships, including, in certain cases, credit facilities.