Hello, and thank you for standing by. My name is Regina, and I will be your conference operator today. At this time, I would like to welcome everyone to the UScellular and TDS conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press Star, then the number one on your telephone keypad. If you'd like to withdraw your question, press Star one again. I would now like to turn the conference over to Colleen Thompson, Vice President, Corporate Relations. Please go ahead. Good morning, and thank you for joining us. We want to make you all aware of the presentation we have prepared to accompany our comments this morning, which you can find on the Investor Relations sections of the TDS and UScellular websites. As shown on slide 2, the information set forth in the presentation and discussed during this call contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Please review the safe harbor paragraphs in our press releases and the extended version included in our SEC filings. With me today and offering prepared comments are from UScellular, L.T. Therivel, President and Chief Executive Officer; Douglas Chambers, Executive Vice President, Chief Financial Officer, and Treasurer; and from TDS, Vicki Villacrez, Executive Vice President and Chief Financial Officer. This call is being simultaneously webcast on the UScellular and TDS Investor Relations websites. Please see the websites for slides referred to on this call. And with that, let me turn it over to L.T. Thank you, Colleen. Thanks to all of you for joining us, particularly given the short notice today. As you know, last August, we embarked on a strategic review, and the purpose was to unlock value and best position UScellular going forward. I realize that nine months is a lengthy period for a review like this, but we wanted to be really comprehensive in our assessment of possible paths forward for our business. Since Roy Carlson founded UScellular four decades ago, we've been laser-focused on our mission of connecting customers to what matters most. Our boards have always been focused on investing in and growing our wireless business as we felt it was in the best interests of all of our stakeholders. However, several major strategic shifts have occurred recently. First, wireless has increasingly become an industry where national scale is critical. Large national players have expanded into Rural America. That creates significant competition, where previously there might have been only a few players. Second, the rise of convergence has fueled the expansion of cable wireless competitors, and their share of gross adds has risen rapidly in the past few years. And finally, the capital investments required to build out the spectrum and the network density to support modern wireless networks has exploded. And all of these trends led us back to the challenge of scale. And our strategic review highlighted that delivering on our mission requires a level of scale that is best achieved by combining our wireless operations with a national player, particularly one that is committed to delivering a great network experience and low prices to our customers and to the areas that we serve. As you saw in our press release, we're excited to announce we've reached an agreement with T-Mobile regarding the sale of UScellular's wireless operations and some select spectrum assets. This is a deal that will unlock significant benefits for the customers of both companies. Let me discuss some details of the transaction. Under the terms of the agreement, T-Mobile will acquire UScellular's wireless operations and select spectrum assets for a purchase price of $4.4 billion. That includes a combination of cash and up to approximately $2 billion of assumed debt. Up to $100 million of the purchase price is contingent on certain financial and operational metrics being attained between signing and closing, and the purchase agreement also includes a number of other adjustments. T-Mobile will acquire UScellular's wireless operations, and that includes our subscribers, our network assets and operations, our sales and distribution, customer care operations, and that select set of spectrum assets. But we will retain our owned towers. Speaking of towers, T-Mobile will enter into a long-term master license agreement, or MLA, and that's on at least 2,015 incremental towers for an initial 15-year term. We'll also extend the term for the approximately 600 towers, where T-Mobile is already a tenant, for at least 15 years post-closing. That ensures continuity of the customer experience while also creating sustained revenue for UScellular and strengthening our tower business. As I mentioned, T-Mobile will acquire a select set of spectrum assets, and that comprises approximately 30% of our spectrum portfolio. In order to provide some financial perspective on the impact of this transaction, in the next few months, we expect to provide both pro forma financial statements regarding this transaction, as well as segment financial statements, and that'll separately show the results of UScellular's wireless operations and our tower business. The consummation of this transaction is not subject to any financing contingencies, and the agreement's been unanimously recommended by the independent directors of UScellular and unanimously approved by the UScellular Board of Directors. The board of TDS, which is an 83% shareholder of UScellular, has also unanimously approved the transaction, and TDS has also delivered a written consent to the transaction in its capacity as the majority shareholder, and no further action is required by the shareholders of UScellular or TDS, or will be solicited in connection with the transaction. We expect the transaction to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. We're confident that this transaction provides clear benefits for customers. They'll see a better combined network, they'll see lower prices, and a whole variety of broader benefits. And very importantly, T-Mobile is expected to make employment offers to a significant number of UScellular associates following the transaction. And so, given the benefits to customers and to associates, and the mitigation of spectrum aggregation issues, we're hopeful for a smooth regulatory approval process of the transaction. If I turn to slide 5, I want to provide just a little bit more detail on how this transaction will benefit customers. Our combined resources will grant customers access to best-in-class wireless service at compelling prices. UScellular customers will have the opportunity to switch to T-Mobile's lower priced comparable plans with no transaction costs, and that will collectively save customers $hundreds of millions every year. Customers will get a superior performance and speed experience on the integrated network, and it will significantly expand coverage across rural America. UScellular customers will also gain access to T-Mobile's Un-carrier benefits. That includes content offers, additional savings for seniors, and a robust set of customer service options. With a partner that shares our commitment to connecting people to what matters most, we're confident this transaction will enable us to move forward in a way that best supports the needs of all of our stakeholders. That means the combined customers of both companies, the communities that we serve, our associates, our suppliers, and obviously also the shareholders of both UScellular and T-Mobile. If I turn to slide 6, I'd like to take a minute to talk about what the remaining assets and business will look like. Put differently, what's staying after our transaction with T-Mobile closes, and how we'll further unlock value for all of our stakeholders. First, UScellular will retain the majority of our spectrum portfolio. That's 70% of our low and our mid-band spectrum holdings, and it's the majority of our millimeter wave spectrum holdings. And you can expect us to opportunistically monetize those spectrum assets, and that process will begin almost immediately, but we have no set timeframe in mind for when we will conclude the process. We'll also retain UScellular's existing tower business, and that'll be enhanced by the long-term revenue generated by the MLA we agreed to with T-Mobile. That agreement covers at least 2,600 UScellular towers, and that, as well as our existing third-party local co-location revenue, will further solidify our position as the fifth largest tower portfolio in the U.S. And finally, we'll also retain our valuable equity method investment interests in various wireless partnerships, and that we expect will continue to generate meaningful equity method income and distributions. And with that, let me turn it over to Doug, who will dig deeper into the agreement. Thank you, LT. Turning to slide 7, T-Mobile will acquire bands of UScellular spectrum that seamlessly integrate into their existing network. Customers will see improved speed, performance, and coverage as T-Mobile lights up the combined spectrum. As LT mentioned earlier, UScellular expects to retain a significant portion of our spectrum assets that are not included in this transaction, including spectrum representing approximately 70% of our portfolio. Specific details regarding the retained spectrum are in the slides. Again, we will seek to opportunistically monetize all of this retained spectrum. Turning to slide 8, this agreement will produce contracted revenue from a strong anchor tenant for at least 15 years under new MLA provisions that include a contracted annual escalator. With a long-term anchor tenant in T-Mobile and a significantly improved financial position, including limited leverage and strong cash flow, UScellular will be well positioned to serve the needs of its tower customers. As discussed, T-Mobile will be a long-term tenant on at least 2,600 UScellular-owned towers, with potential to lease additional UScellular towers. That reflects at least 2,015 incremental T-Mobile tenancies that are expected to result in incremental minimum cash rentals of $56 million in the first full year of the new MLA. That is in addition to approximately 600 towers where T-Mobile is already a tenant. For context, our 2023 third-party tower rental revenues were $100 million. To ensure continued uninterrupted service for UScellular customers following the transaction, T-Mobile will also have interim lease agreements on an additional 1,600 towers that are not part of the MLA. Adding the impact of the MLA to existing co-locations as of March 31, 2024, results in approximately 4,400 co-locations. We, of course, will continue to market our towers to other co-locators as well, as we remain focused on driving revenue growth in our tower portfolio... On slide 9, UScellular will also retain its equity method investment interest from its wireless partnerships, which generated $158 million of equity income and $150 million in distributions in 2023. These equity method investments are expected to continue to provide a steady source of cash flow to UScellular. Turning to slide 10, following the close of the transaction, UScellular will have a strong balance sheet and cash flow. T-Mobile has agreed to conduct an exchange offer under which debt holders of certain UScellular debt will be offered the opportunity to participate in an exchange offer of their UScellular debt for T-Mobile debt. The offer will be made prior to closing, and details of the expected exchange offer will be provided in due course. With that, I'll turn the call over to Vicki for additional comments from TDS. Okay. Thank you, Doug, and good morning, everyone. It's a real pleasure to be here this morning. If you turn to slide 11, let me first say that the TDS and its board of directors are in full support of the sale of UScellular's wireless operations and select spectrum assets to T-Mobile. Following our deliberate and thoughtful review of strategic alternatives, we're confident that this is a great outcome for UScellular and TDS. T-Mobile's robust capabilities and offerings will enhance service, choice, and value for UScellular's wireless customers, and the financial terms will deliver significant shareholder value. While decisions regarding the distributions of proceeds from the sale of the wireless operations will be determined solely by the UScellular Board of Directors, if there are distributions, TDS will receive such proceeds in proportion to its ownership of UScellular. To the extent cash distributions are made to UScellular shareholders, including from any proceeds related to the expected monetization of retained spectrum assets, TDS will allocate such proceeds in the best interest of its shareholders. Depending on the amount, TDS expects to utilize proceeds to strengthen TDS's balance sheet and continue the advancement of TDS's fiber build-out program, and may include return of capital to shareholders in the pursuit of other opportunities to grow the business. We are all very excited about the prospects for TDS in the near term and following the close of the transaction. We have a strong, growing fiber business with very attractive returns, and we retain our majority ownership of UScellular, which will own a tower business and partnership investments expected to produce solid cash flow. Additionally, TDS believes now is the best time to reset our capital allocation strategy in a manner that is appropriate for the remaining business and our attractive return opportunities. The TDS Board of Directors has declared a second quarter common dividend at 20% of previous levels, which is appropriate in terms of enabling the investments to support the growth prospects and scale of the remaining business. There are no changes to the Series UU and Series VV preferred dividends. TDS is proud of its long history of paying a dividend, and we are confident in our plans to drive growth and create value for all our stakeholders by investing in fiber expansion. The revised capital allocation strategy will enable us to prioritize growth investments appropriately for the future. As we work to complete this transaction, TDS remains committed to executing on our strategy to grow our fiber footprint across small and mid-sized communities across the U.S., while increasing broadband penetrations and improving profitability. This transaction will be key in accomplishing and potentially accelerating that strategy. With that, I'll now turn it back over to L.T. for closing remarks. Thanks, Vicki. Before opening it up for questions, I just want to take a moment to thank all of the USc ellular associates for their support and their commitment. As you can imagine, it's been a busy, stressful time as we work through the strategic review process, and I'm so proud of what this amazing team continues to accomplish and the dedication they demonstrate every day. We remain committed to keeping our customers connected to what matters most. We look forward to bringing the best network, connectivity, and prices to customers across the US. Thank you all for joining me here today and for your continued support of US Cellular. And with that, let's go ahead and move to the question and answer portion of our call. Operator, could you get us started? At this time, I'd like to remind everyone, in order to ask a question, simply press star one on your telephone keypad. Our first question will come from the line of Sebastiano Petti with J.P. Morgan. Please go ahead. Hi. Thank you for taking the question. I just wanted to think out maybe a couple of years out here as we think about the retained spectrum assets, we think about the retained portfolio of towers. You're opportunistically looking to monetize spectrum, but as we think about the go forward for UScellular, does it make sense to remain, you know, remain a public company? You know, maybe a question for Vicki in terms of TDS. I mean, at this point, why not combine the two entities? What precludes you from perhaps doing so? And, you know, are there any potential-... Details you can perhaps give us on, you know, other conversations about, you know, increasing co-location and tenants, you know, tenants on your existing tower portfolio above and beyond maybe the T-Mobile announcement given this morning? It's been a, you know, obviously a common theme and seems like a good opportunity. Thank you. All right. Thanks, Sebastiano. A lot of questions there. Let me see if I can tackle them all in the right order. I may jump around a tiny bit. Let me start with, you know, as you said, kind of moving forward a couple of years, let me start with spectrum. Right? As we talked about, we do have a plan to monetize that spectrum. We plan on starting that process immediately. We don't have a timeframe for being done with that, but that's certainly an asset we're gonna look to monetize in the coming weeks, months, quarters. Towers. So, we are really pleased with the way that this transaction solidifies and strengthens and transforms our tower business. What we've been able to do is we've been able to put in place a tenant that will provide us with long-term contracted revenue, 15-year timeframe. We are happy with the way that sets up our tower business for the future. We think it, we think it positions that asset extremely well. We obviously will be continuing to work to get more co-locators on our towers. That process, we've done a nice job of growing that tower revenue over time and increasing our co-location metrics, and you can expect that to continue. And so there won't be a change in terms of the overall tower strategy when it comes to trying to add more co-locators and continue to try to grow that business. As far as the portfolio of the business moving forward, I think it's a little bit premature to talk through that. And when I say portfolio, I mean both in terms of, you know, the as you think about the new strategy for the business, as well as your question about UScellular, and public company, and relationship with TDS, and so on. We've got a path in front of us in order to go get regulatory approval for this transaction. We've got a lot of work in front of us to integrate our network, to make sure that we have a great and smooth plan for our customer integration. And so that's kind of what we're focused on right now. Don't really have a comment on the path forward for UScellular as a public company or not as a public company. That's something that we can work out in the future. Thank you. Your next question comes from the line of Ric Prentiss with Raymond James. Please go ahead. Yeah. Good morning, everybody. Good morning, Rick. Well, good to know we're finally getting tower reporting. And, LT, you can come to the tower show in a different role maybe. First question for me is, so obviously, Doug, you touched on it, interim lease for the sites that T-Mobile is not, I guess, committing to long-term. Why not have put in place... Well, first, what's kind of the timeframe we should be thinking about that, as far as the revenues of that, or that business? I guess there is no revenue now. So what do you think about the timeline of those anchor, previous anchor tenant leases kind of bleeding off? And, why not put in place more leases on those sites to get more value to the tower company? T-Mobile currently has, like, 600 existing co-locations, and, you know, those are subject to five-year renewals. We really don't expect those to bleed off. They, of course, have the option to renew, but we expect those to be long-term tenancies by T-Mobile. In addition, as I mentioned, we do have 1,600 owned towers that they will lease on an interim basis for a period up to 30 months, and they have the ability to terminate those interim leases on those towers at any time within that 30-month period. Okay. I missed the 30-month period. When we think about the... Is there a breakup fee in the transaction? I apologize, I am out of pocket today. Is there a breakup fee in it? Kind of what's the breakup for you guys? What's the breakup for T-Mobile? It's a $60 million breakup fee, Rick. Say it, say it again. 60 or 50? 60. 60. Is that both ways? Yeah. Okay. And, Vicki, maybe an update on what are we thinking the tax basis is, or Doug, maybe it's better for you. What's the tax basis that we should expect on this transaction so we can start thinking about gross proceeds versus net proceeds? Yeah- Yeah, Rick, with respect to cash taxes, we expect cash taxes upon the close of the transaction to be in the range of $325 million-$450 million at the UScellular level. That will be somewhat less at the TDS level, given NOLs and other factors, but that, that's our estimate of the tax consequences. Yeah. Thanks, Doug. And, you know, Rick, any special dividend would certainly be the decision of the UScellular Board of Directors, but any dividend up to TDS would be an opportunity for TDS really to further advance its fiber deployment program. And, you know, I think that this transaction creates significant value for both UScellular and TDS stakeholders, and any dividend up would allow us to continue to focus on our mission, which is really about bringing connectivity to the communities across the United States with fiber broadband services. ... Makes sense. Last one for me. Last one, and again, I apologize, I'm out of pocket. How much debt would then be left at USM, given that it could vary, but if they do the up to $2 billion exchange offer, how much debt is left at USM? Go ahead, Doug. Well, we really would have the remainder of our debt, the term loans, our EIP securitization, all of that is required to be paid off at the time of a close. So the residual debt would effectively be what's left after the exchange offer. Okay. Just the exchange offer, stub, if you will, and then obviously, tower companies can handle much higher leverage possibly, so you've kind of recapitalized, UScellular tower co once everything's done, it sounds like. That's correct. Probably with a much more attractive, maybe even cost of debt, even in this market. I like your optimism. All right, very good. Appreciate it. Everyone, have a good day. Thank you for joining. Again, for any questions, press star one, and our next question will come from the line of Sergey Dluzhevskiy with GAMCO Investors. Please go ahead. Good morning, guys. Thank you for taking the questions. Good morning. Morning. One of my questions is, L.T., I know that you mentioned that you will look to opportunistically monetize remaining spectrum assets, and this process would start almost immediately. To the extent that you can provide any additional color on that. And also, does it mean that some of those spectrum transactions could be announced before you close the T-Mobile deal? Yeah, Sergey, I mean, it's, we're just sort of kicking off that process, so there isn't a ton of detail I can share. I mean, when you think about the spectrum that we retain, the very valuable spectrum, so you're talking about the 700 megahertz BC, you're talking about 850, all of our C-bands, all of our 3.45, CBRS, millimeter wave, et cetera. And so it's a very robust chunk of spectrum. We expect there will be a high amount of demand for that, but the specifics on how we're gonna manage those conversations and manage that process, I'm not gonna talk in more specifics about that and until we have something kind of more definitive to share. Got it. In terms of the strategy for the pro forma company, obviously, you still have the tower operations and T-Mobile is the new anchor tenant, but also you have wireless partnerships producing a meaningful amount of cash. To what degree would you kind of look to monetize some of the tower partnerships? And also, maybe at a very high level, what are some of the growth opportunities that you see for the remaining company, maybe beyond the basic tower operations? Yeah, I mean, you, you, you said it, Sergei. I mean, this is a, this is a great deal for, for our tower business, right? We've been able to get a fantastic anchor tenant in place, very well-financed, long-term, 15-year deal. And so that provides, I think, a really strong tenant on a, on a significant chunk of our towers. We have other third-party co-locators, sorry, on many other towers. And then we're gonna I mean, the, the, the strategy, certainly in the near term, is to continue to try to grow that co-location business. We'll be doing that between sign and close, and making sure that we continue to solidify and strengthen that portfolio. In terms of the long-term strategy for that tower business when it is a standalone business, it's probably premature to talk about that. But you can think about, I mean, we will have... There's a couple of steps that we'll be taking, both this afternoon, but then also in the coming months to share a little bit more information. So we'll be publishing the SPA later on this afternoon. That'll have a lot more details in it, both about the transaction and some of the specifics around the MLA. We'll obviously have the Information Statement on the deal coming out in the coming months. We don't have a specific time frame for that yet, but think a couple of months from now. And then we'll also be publishing our tower segment report in a couple of months as well. And so, certainly more information to come in terms of the details behind that business. Hopefully, that'll help clarify the path forward a little bit when we start to share some of that information. Got it. Thank you. Thanks, Sergei. Our next question will come from the line of Ric Prentiss with Raymond James. Please go ahead. Yeah, so I figured I'd come in with a follow-up. Sounds like no other questions were there. But, obviously, the T-Mobile Mint deal took way longer than we thought it was gonna take, given that Mint had no spectrum, no network, customers were on the T-Mobile network anyway. Handicap for us, why do you think the Mint deal took so long to get through Washington? And what's the path forward here, given that we have a presidential election coming up as well? Yeah, Rick, I mean, I'm not really in a position, let's call it, to evaluate why that deal took so long. I think what I can talk about is why we're optimistic on ours. And so, we've put a couple of things in place that we think are really positive for all the stakeholders. And so let me start with customers. Right, customers will see lower prices, because of this deal. They'll see a better network. We're taking our spectrum and our coverage, and we'll be combining it with T-Mobile's spectrum and T-Mobile's coverage. And the net result of that is a better overall experience. And by the way, it's a better overall experience, not just for UScellular customers, but also for T-Mobile customers. Our customers will also get access to a lot of the offers that T-Mobile has, so think content and so on. And so from a customer perspective, it's a really good outcome. Regulators are also worried about the impact on associates, right? And so as I talked about, T-Mobile's made a commitment to extend offers to a significant number of our associates, and so we think that's a good outcome from an employee perspective. There will be more investment in communities because of this deal. I've talked in past analyst calls about the challenges of investing in rural America and how expensive it is to invest in rural America, and you need scale in order to do it. And so from an investment perspective, this is a win. And finally, you'll see kinda on the 30%, on the 30% of the spectrum, we've been very thoughtful in the way that we've structured this deal, in order to mitigate some of the spectrum aggregation issues that regulators might be concerned about. And so when I put all that together, we think it's a... not only, is it a compelling regulatory story, but more importantly, it's a compelling story for all of our stakeholders. So it's a compelling story for customers, associates, communities, et cetera. And so, we're very optimistic, about the path forward from a regulatory approval process, and, you know, we're looking forward to engaging in it. Great. Appreciate the extra color. Thanks, Rick. Our next question comes from the line of Sebastiano Petti with J.P. Morgan. Please go ahead. Hi, just a quick follow-up on the spectrum portfolio. Is there any way to parse out what the cost of the remaining C-band spectrum would be? Essentially just trying to think about, you know, additional value unlock perhaps there longer term. And then a second question, in regards to the JVs and the partnerships, obviously, you know, retained, but as you think about, you know, so yes, part of the larger strategic review process, perhaps there was something you guys had contemplating, you know, monetizing perhaps. But what is the view there? Obviously, there has been, you know, headlines recently that perhaps some of your JV partners were interested, you know, in acquiring, you know, the remaining stake in some of these partnerships. Is this something that, you know, the company is still considering at this point, or, you know, as you kind of think about further unlock at USM going forward? Yeah. So, you know, I mean, as far as the path forward, I mean, at this point, you know, strategically, we have a few areas of focus. We want to make sure that we opportunistically monetize the spectrum that we have. We want to make sure that we get through the process between signing and close. We manage that regulatory process well. And while we're doing that, we have some tactical outcomes that we need to be driving. We need to take care of our customers, we need to take care of our associates, and so that's really where our focus is. Yeah, you mentioned the articles. If I believed everything I read, we would have sold this business and every single component of it 10 times over thus far. So we'll continue to evaluate, you know, what the best outcome is for our shareholders. But at least right now, there's no incremental plans or no incremental changes to the portfolio that we have planned. As far as the spectrum value, you'll see some more information coming out, both in the SPA as well as the information statement. So you'll have more details on spectrum as we start to release those documents. Thank you. You bet. Thanks. With that, I'll hand the call back to Colleen Thompson for any closing remarks. Okay. Thanks, everyone, for joining us today. Again, please reach out to IR with additional questions, and have a great week. Operator, would you hang up? Everyone, that will conclude today's call. We thank you all for joining, and you may now disconnect.