Terms Agreement, dated as

EX-1.2 3 usm8-k2020debtex121.htm EX-1.2 Document

Exhibit 1.2
(a Delaware corporation)
Debt Securities
November 30, 2020
To:United States Cellular Corporation
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Ladies and Gentlemen:
We understand that United States Cellular Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its senior debt securities (the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite our respective names set forth below at the purchase price set forth below.
UnderwriterPrincipal Amount of Underwritten Securities
BofA Securities, Inc.$85,000,000
Morgan Stanley & Co. LLC85,000,000
RBC Capital Markets, LLC85,000,000
UBS Securities LLC85,000,000
Wells Fargo Securities, LLC85,000,000
Citigroup Global Markets Inc.35,000,000
BNY Mellon Capital Markets, LLC8,000,000
CIBC World Markets Corp.8,000,000
TD Securities (USA) LLC8,000,000
Truist Securities, Inc.8,000,000
U.S. Bancorp Investments, Inc.8,000,000

The Underwritten Securities shall have the following terms:
Debt Securities
 5.500% Senior Notes due 2070

Rank: Senior unsecured obligations of the Company
Aggregate principal amount of Underwritten Securities: $500,000,000
Denominations: $25 and integral multiples of $25 in excess thereof
Currency of payment: US Dollars
Interest rate: 5.500% per annum
Interest payment dates: March 1, June 1, September 1 and December 1, commencing March 1, 2021
Regular record dates: The first business day preceding the respective interest payment date
Stated maturity date: March 1, 2070
Redemption provisions: The Notes may be redeemed, in whole or in part, at the Company’s option at any time on and after March 1, 2026 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but not including, the redemption date
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: Apply to list on NYSE within 30 days of settlement date
CUSIP / ISIN: 911684 801 / US9116848014
Price to Public: $25 per Note; 100% of the principal amount, plus accrued interest, if any, from December 2, 2020
Purchase price: $24.2125 per Note; 96.850% of principal amount, plus accrued interest, if any, from December 2, 2020
Form: Book-entry only
Other terms and conditions: None
Initial Sale Time: 3:45 P.M., New York City time, on November 30, 2020
Free writing prospectus included in Disclosure Package (See Section 1(a)(2)): Free Writing Prospectus, dated November 30, 2020
Electronic road show or other written communications included in Company Additional Written Communication (See Section 1(a)(6)): None
Restriction on Sale of Securities: November 30, 2020 and continuing to and including 30 days thereafter, except with prior written consent from the Representatives
Closing date and location: December 2, 2020 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 “UNITED STATES CELLULAR CORPORATION — Debt Securities — Final Term Sheet” as was filed with the Securities and Exchange Commission on November 30, 2020, and the document attached as Annex II hereto entitled “UNITED STATES CELLULAR CORPORATION — 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 which are not defined herein are used herein as therein defined.

Please accept this offer no later than five o’clock P.M. (New York City time) on November 30, 2020 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
Very truly yours,
As Representatives of the Several Underwriters Referred to Below
By:/s/ Carolyn Hurley
Authorized Signatory
Acting on behalf of itself and the other named Underwriters

By/s/ LeRoy T. Carlson, Jr.
Name:LeRoy T. Carlson, Jr.
By/s/ Laurent C. Therivel
Name:Laurent C. Therivel
TitlePresident and Chief Executive Officer

Annex I to Terms Agreement

Form of Pricing Term Sheet

Free Writing Prospectus
(To Prospectus dated September 9, 2020 and
Preliminary Prospectus Supplement Dated November 30, 2020)

United States Cellular Corporation
5.500% Senior Notes due 2070
Pricing Term Sheet
Issuer:United States Cellular Corporation
Expected Ratings (Moody’s / S&P / Fitch)*:Ba1 / BB / BB+
Security:5.500% Senior Notes due 2070
Principal Amount:$500,000,000
Over-Allotment Option:None
Denominations:$25 and integral multiples of $25 in excess thereof
Trade Date:November 30, 2020
Settlement Date:December 2, 2020 (T+2)
Maturity Date:March 1, 2070
Interest Payment Dates:March 1, June 1, September 1 and December 1, commencing March 1, 2021
Price to Public:$25.00 per note
Optional Redemption:The Issuer may redeem the Notes, in whole or in part, at any time on and after March 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.
Listing:The Issuer intends to apply to list the Notes on the New York Stock Exchange under the symbol “UZE” and, if the application is approved, expects trading in the Notes on the New York Stock Exchange to begin within 30 days after the Settlement Date.
CUSIP/ISIN:911684 801 / US9116848014
Joint Book-Running Managers:

 BofA Securities, Inc.
 Morgan Stanley & Co. LLC
 RBC Capital Markets, LLC
 UBS Securities LLC
 Wells Fargo Securities, LLC
Lead Manager:Citigroup Global Markets Inc.

 BNY Mellon Capital Markets, LLC
 CIBC World Markets Corp.
 TD Securities (USA) LLC
 Truist Securities, Inc.
 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 contacting BofA Securities, Inc., toll-free at ###-###-#### or email dg.prospectus_requests@bofa.com; or Morgan Stanley & Co. LLC, toll-free at ###-###-####; RBC Capital Markets, LLC toll-free at ###-###-#### or email rbcnyfixedincomeprospectus@rbccm.com; UBS Securities LLC, toll-free at ###-###-####; or Wells Fargo Securities, LLC, toll-free at ###-###-#### or email wfscustomerservice@wellsfargo.com.

Annex II to Terms Agreement


Underwriting Agreement

[see attached]