T-Mobile Launches Strategic Takeover of US Cellular Debt in Multi-Series Exchange

Rhea-AI Filing Summary

Telephone and Data Systems (TDS) reported that T-Mobile USA announced preliminary results of exchange offers for senior notes issued by United States Cellular Corporation (USCC), a TDS subsidiary. The exchange offers include:

• 6.700% Senior Notes due 2033
• 6.250% Senior Notes due 2069
• 5.500% Senior Notes due 2070 (March)
• 5.500% Senior Notes due 2070 (June)

T-Mobile USA will issue new notes in exchange for these USCC Notes. Additionally, T-Mobile sought consent from noteholders to modify certain notice requirements and restrictive covenants in the existing indentures. The company executed four supplemental indentures with The Bank of New York Mellon Trust Company on June 17, 2025, to facilitate these changes. This strategic debt restructuring could significantly impact USCC's debt profile and its relationship with T-Mobile.

Positive

• None.

Negative

• T-Mobile USA is exchanging all validly tendered USCC (United States Cellular Corporation) Notes for new T-Mobile notes, indicating a significant debt restructuring for TDS's subsidiary
• The exchange offer affects multiple long-term notes including 6.700% Notes due 2033, 6.250% Notes due 2069, and two series of 5.500% Notes due 2070, suggesting a substantial debt reorganization
• T-Mobile is seeking to modify or eliminate certain notice requirements and restrictive covenants, which could reduce protections for existing USCC noteholders

Insights

Fixed Income Analyst

T-Mobile is exchanging USCC debt notes for new T-Mobile notes, changing debt ownership structure while modifying restrictive covenants.

This 8-K filing details a significant debt restructuring initiative where T-Mobile USA is offering to exchange various senior notes issued by United States Cellular Corporation (USCC), a TDS subsidiary. The exchange offers target four specific series of USCC notes: 6.700% Senior Notes due 2033, 6.250% Senior Notes due 2069, and two series of 5.500% Senior Notes due 2070. Beyond just exchanging the debt, T-Mobile is simultaneously soliciting consents to modify or eliminate certain restrictive covenants in USCC's existing indentures.

The filing references multiple supplemental indentures dated June 17, 2025, which formalize these covenant modifications. This transaction effectively transfers debt obligations from USCC's balance sheet to T-Mobile, potentially signaling further integration between the companies. For TDS shareholders, this exchange represents a material change in their subsidiary's capital structure and debt obligations. By eliminating certain restrictive covenants through the consent solicitation, USCC's operational flexibility may increase, though this could potentially reduce certain protections for existing bondholders who did not participate in the exchange.

0001051512false00010515122025-06-172025-06-170001051512us-gaap:CommonClassBMember2025-06-172025-06-170001051512tds:PreferredStockMember1Member2025-06-172025-06-170001051512tds:PreferredStockMember2Member2025-06-172025-06-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2025

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-14157

36-2669023

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (312) 630-1900

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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

Common Shares, $.01 par value

TDS

New York Stock Exchange

Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrU

New York Stock Exchange

Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrV

New 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).

☐ Emerging growth company

☐ 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 June 16, 2025, T-Mobile USA, Inc. (“T-Mobile USA” and together with T-Mobile US, Inc., “T-Mobile”) announced the preliminary results of the previously announced offers to exchange (the “Exchange Offers”), pursuant to which T-Mobile offered to exchange all validly tendered and accepted 6.700% Senior Notes due 2033 (the “USCC 2033 Notes”), 6.250% Senior Notes due 2069 (the “USCC 2069 Notes”), 5.500% Senior Notes due 2070 (March) (the “USCC March 2070 Notes”) and 5.500% Senior Notes due 2070 (June) (the “USCC June 2070 Notes” and together with the USCC 2033 Notes, USCC 2069 Notes and USCC March 2070 Notes, the “USCC Notes”) issued by United States Cellular Corporation (“USCC”), subsidiary of Telephone and Data Systems. Inc., for new notes to be issued by T-Mobile USA, as described in the Exchange Offers.

In connection with the Exchange Offers, T-Mobile also solicited consents from holders of the USCC Notes to, among other things, modify or eliminate certain notice requirements and restrictive covenants in the USCC Existing Indentures (the “Proposed Amendments”). The Proposed Amendments are described in USCC’s Form 8-K dated June 17, 2025, which Form 8-K is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)   The following exhibits are being filed herewith:

Exhibit Number						Description of Exhibits
4.1						Twelfth Supplemental Indenture, dated as of June 17, 2025, between United States Cellular Corporation and The Bank of New York Mellon Trust Company, N.A., related to United States Cellular Corporation’s 6.700% Senior Notes due 2033, is hereby incorporated by reference from Exhibit 4.1 to USCC's Current Report on Form 8-K dated June 17, 2025.
4.2						Thirteenth Supplemental Indenture, dated as of June 17, 2025, between United States Cellular Corporation and The Bank of New York Mellon Trust Company, N.A., related to United States Cellular Corporation’s 6.250% Senior Notes due 2069, is hereby incorporated by reference from Exhibit 4.2 to USCC's Current Report on Form 8-K dated June 17, 2025.
4.3						Fourteenth Supplemental Indenture, dated as of June 17, 2025, between United States Cellular Corporation and The Bank of New York Mellon Trust Company, N.A., related to United States Cellular Corporation’s 5.500% Senior Notes due 2070 (March), is hereby incorporated by reference from Exhibit 4.3 to USCC's Current Report on Form 8-K dated June 17, 2025.
4.4						Fifteenth Supplemental Indenture, dated as of June 17, 2025, between United States Cellular Corporation and The Bank of New York Mellon Trust Company, N.A., related to United States Cellular Corporation’s 5.500% Senior Notes due 2070 (June), is hereby incorporated by reference from Exhibit 4.4 to USCC's Current Report on Form 8-K dated June 17, 2025.
104						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.

						TELEPHONE AND DATA SYSTEMS, INC.
Date:			June 20, 2025			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President and Chief Financial Officer

FAQ

What is the purpose of TDS's 8-K filing from June 28, 2025?

The 8-K filing reports that T-Mobile USA announced preliminary results of Exchange Offers for senior notes issued by United States Cellular Corporation (USCC), a TDS subsidiary. T-Mobile offered to exchange USCC's various senior notes (due 2033, 2069, and 2070) for new T-Mobile USA notes, along with seeking consent to modify certain covenants in the existing indentures.

What specific USCC notes are involved in T-Mobile's exchange offer?

The exchange offer involves four series of USCC notes: 1) 6.700% Senior Notes due 2033, 2) 6.250% Senior Notes due 2069, 3) 5.500% Senior Notes due 2070 (March), and 4) 5.500% Senior Notes due 2070 (June).

Who signed TDS's 8-K filing dated June 28, 2025?

The 8-K was signed by Vicki L. Villacrez, who serves as Executive Vice President and Chief Financial Officer of Telephone and Data Systems, Inc. The document was signed on June 20, 2025.

What supplemental indentures were filed as exhibits with TDS's 8-K?

Four supplemental indentures were filed as exhibits: 1) Twelfth Supplemental Indenture for 6.700% Notes due 2033, 2) Thirteenth Supplemental Indenture for 6.250% Notes due 2069, 3) Fourteenth Supplemental Indenture for 5.500% Notes due 2070 (March), and 4) Fifteenth Supplemental Indenture for 5.500% Notes due 2070 (June), all dated June 17, 2025.

What securities does TDS have listed on the New York Stock Exchange as of this filing?

TDS has three securities listed on the NYSE: 1) Common Shares (TDS), 2) Depositary Shares representing 6.625% Series UU Preferred Stock (TDSPrU), and 3) Depositary Shares representing 6.000% Series VV Preferred Stock (TDSPrV).