TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Debt Securities TERMS AGREEMENT

EX-1.2 3 a12-27412_5ex1d2.htm EX-1.2

Exhibit 1.2

 

TELEPHONE AND DATA SYSTEMS, INC.

 

(a Delaware corporation)

 

Debt Securities

 

TERMS AGREEMENT

 

November 26, 2012

 

To:                             Telephone and Data Systems, Inc.
30 N. LaSalle, Suite 4000
Chicago, Illinois 60602

 

Ladies and Gentlemen:

 

We understand that Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $175,000,000 aggregate principal amount of its senior debt securities (the “Securities”) (such securities also being hereinafter referred to as the “Initial Underwritten Securities”).  Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Initial Underwritten Securities opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased.

 

Underwriters

 

Principal Amount
of Initial
Underwritten
Securities

 

Citigroup Global Markets Inc.

 

$

36,093,750

 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

 

36,093,750

 

UBS Securities LLC

 

36,093,750

 

Wells Fargo Securities, LLC

 

36,093,750

 

RBC Capital Markets, LLC

 

8,750,000

 

BNY Mellon Capital Markets, LLC

 

3,500,000

 

Comerica Securities, Inc.

 

3,500,000

 

TD Securities (USA) LLC

 

3,500,000

 

U.S. Bancorp Investments, Inc.

 

3,500,000

 

BB&T Capital Markets, a division of Scott & Stringfellow, LLC

 

875,000

 

Blaylock Robert Van, LLC

 

875,000

 

Cabrera Capital Markets, LLC

 

875,000

 

CastleOak Securities, L.P.

 

875,000

 

Janney Montgomery Scott LLC

 

875,000

 

KeyBanc Capital Markets Inc.

 

875,000

 

Samuel A. Ramirez & Co., Inc.

 

875,000

 

Robert W. Baird & Co. Incorporated

 

875,000

 

The Williams Capital Group, L.P.

 

875,000

 

 

 

 

 

Total

 

$

175,000,000

 

 



 

The Underwritten Securities shall have the following terms:

 

Debt Securities

 

Title:

 

5.875% Senior Notes due 2061

 

 

 

Rank:

 

Senior unsecured obligations of the Company

 

 

 

Aggregate principal amount of Initial Underwritten Securities:

 

$175,000,000

 

 

 

Option Underwritten Securities:

 

$25,000,000 aggregate principal amount of Notes, at the public offering price, less the underwriting discount

 

 

 

Denominations:

 

$25 and integral multiples in excess thereof

 

 

 

Currency of payment:

 

US Dollars

 

 

 

Interest rate:

 

5.875% per annum

 

 

 

Interest payment dates:

 

March 1, June 1, September 1 and December 1, beginning March 1, 2013

 

 

 

Regular record dates:

 

The first business day preceding the respective interest payment date

 

 

 

Stated maturity date:

 

December 1, 2061

 

 

 

Redemption provisions:

 

The Notes may be redeemed, in whole or in part, at the Company’s option at any time on and after December 1, 2017 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to the redemption date

 

 

 

Sinking fund requirements:

 

None

 

 

 

Conversion provisions:

 

None

 

 

 

Listing requirements:

 

NYSE within 30 days of settlement date

 

 

 

CUSIP / ISIN:

 

879433 795 / US8794337951

 

 

 

Black-out provisions:

 

November 26, 2012 through December 3, 2012

 

2



 

Price to Public:

 

$25 per Note; 100% of the principal amount, plus accrued interest, if any, from December 3, 2012

 

 

 

Purchase price:

 

$24.2125 per Note; 96.85% of principal amount, plus accrued interest, if any, from December 3, 2012

 

 

 

Form:

 

Book-entry only

 

 

 

Other terms and conditions:

 

None

 

 

 

Initial Sale Time:

 

4:40 P.M., New York City time, on November 26, 2012

 

 

 

Free writing prospectuses included in Disclosure Package (See Section 1(a)(2)):

 

Free writing prospectuses, dated November 26, 2012

 

 

 

Electronic road show or other written communications included in Company Additional Written Communication (See Section 1(a)(7)):

 

None

 

 

 

Closing date and location:

 

December 3, 2012 at the offices of Sidley Austin LLP, One S. Dearborn Street, Chicago, Illinois 60603

 

All of the provisions contained in the document attached as Annex I hereto entitled “TELEPHONE AND DATA SYSTEMS, INC. — Debt Securities — Final Term Sheet” as was filed with the Securities and Exchange Commission on November 26, 2012, and the document attached as Annex II hereto entitled “TELEPHONE AND DATA SYSTEMS, INC.  — Debt Securities — Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.  Terms defined in such document are used herein as therein defined.

 

3



 

Please accept this offer no later than 6:00 o’clock P.M. (New York City time) on November 26, 2012 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

 

 

Very truly yours,

 

 

 

CITIGROUP GLOBAL MARKETS INC.

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED

 

UBS SECURITIES LLC

 

WELLS FARGO SECURITIES, LLC

 

 

 

As Representatives of the Several

 

Underwriters Referred to Below

 

 

 

 

BY: WELLS FARGO SECURITIES, LLC

 

 

 

 

 

 

 

 

By:

/s/ Carolyn Hurley

 

 

Name:

Carolyn Hurley

 

 

Title:

Director

 

 

 

 

Acting on behalf of itself and the other named Underwriters.

 

 

 

 

 

 

Accepted:

 

 

 

 

 

TELEPHONE AND DATA SYSTEMS, INC.

 

 

 

 

 

 

 

 

By

/s/ LeRoy T. Carlson, Jr.

 

 

 

Name:

LeRoy T. Carlson, Jr.

 

 

 

Title:

President and Chief Executive Officer

 

 

 

 

 

 

 

 

By

/s/ Kenneth R. Meyers

 

 

Name:

Kenneth R. Meyers

 

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

[Signature Page to the Terms Agreement]

 



 

Annex I to Terms Agreement

 

Form of Pricing Term Sheet

 

Free Writing Prospectus

(To Prospectus dated November 26, 2012 and

Preliminary Prospectus Supplement Dated November 26, 2012)

 

$175,000,000

 

Telephone and Data Systems, Inc.

 

5.875% Senior Notes due 2061

 

Pricing Term Sheet

 

Issuer:

Telephone and Data Systems, Inc.

 

 

Security:

5.875% Senior Notes due 2061

 

 

Principal Amount:

$175,000,000

 

 

Over-Allotment Option:

The underwriters may purchase up to an additional $25,000,000 principal amount of notes, at the public offering price, less the underwriting discount, within 30 days from the date of the prospectus supplement to cover over-allotments, if any

 

 

Denominations:

$25 and integral multiples in excess thereof

 

 

Trade Date:

November 26, 2012

 

 

Settlement Date:

December 3, 2012 (T+5)

 

 

Maturity Date:

December 1, 2061

 

 

Coupon:

5.875%

 

 

Interest Payment Dates:

March 1, June 1, September 1 and December 1, commencing March 1, 2013

 

 

Price to Public:

$25 per note

 

 

Optional Redemption:

The Issuer may redeem the Notes, in whole or in part, at any time on and after December 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date

 

 

Use of Proceeds:

The net proceeds to be received by the Issuer from the offering, after deducting underwriting discounts and commissions and other offering expenses payable by the Issuer, are estimated to be approximately $168.9 million

 

A-I-1



 

 

(or $193.1 million if the underwriters exercise their overallotment option in full). The net proceeds will be used for general corporate purposes, including acquisitions

 

 

Listing:

The Issuer intends to apply to list the Notes on the New York Stock Exchange under the symbol “TDA.” If the application is approved, trading in the Notes on the New York Stock Exchange is expected to begin within 30 days after the Settlement Date

 

 

CUSIP/ISIN:

879433 795/US8794337951

 

 

Anticipated Ratings*:

 

 

 

Joint Book-Running Managers:

Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated
UBS Securities LLC
Wells Fargo Securities, LLC

 

 

Co-Managers:

RBC Capital Markets, LLC
BNY Mellon Capital Markets, LLC
Comerica Securities, Inc.
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.

 


*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

 

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at ###-###-#### or e-mail ***@***; or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at ###-###-#### or e-mail ***@***; or UBS Securities LLC toll-free at ###-###-####, extension ###-###-####; or Wells Fargo Securities, LLC toll-free at ###-###-#### or e-mail ***@***.

 

A-I-2



 

Annex II to Terms Agreement

 

TELEPHONE AND DATA SYSTEMS, INC.

 

Underwriting Agreement

 

[see Exhibit 1.1]