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3: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 36K
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: i(773)i399-8900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon Shares, $1 par value
iUSM
iNew
York Stock Exchange
i6.95% Senior Notes due 2060
iUZA
iNew
York Stock Exchange
i7.25% Senior Notes due 2063
iUZB
iNew
York Stock Exchange
i7.25% Senior Notes due 2064
iUZC
iNew
York Stock Exchange
i6.25% Senior Notes due 2069
iUZD
iNew
York Stock Exchange
i5.50% Senior Notes due 2070
iUZE
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
i☐
Emerging
growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events
On May 10, 2021, United States Cellular Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets 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 5.500% Senior Notes due 2070 (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 May 17, 2021. The Notes mature on June 1, 2070 and bear interest at the rate of 5.500% per annum, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of
each year, beginning September 1, 2021. The Company may redeem the Notes, in whole or in part, at any time on and after June 1, 2026 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 Eleventh Supplemental Indenture dated May 17, 2021 (the “Eleventh Supplemental Indenture”). Copies of the Indenture and the Eleventh 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.
The Notes were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-251482),
including the prospectus forming a part thereof. On May 10, 2021, the Company filed with the Securities and Exchange Commission a prospectus supplement to the prospectus pursuant to Rule 424(b)(5) under the Securities Act, relating to the offering of the Notes.
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
