EX-99.1 5 tm2518822d2_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Introduction to Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

 

On May 24, 2024, Telephone and Data Systems, Inc. ("TDS") and United States Cellular Corporation ("USCC") entered into an agreement (the "Agreement") to sell USCC's wireless operations and select spectrum assets (the "Wireless Operations") to T-Mobile US, Inc. ("T-Mobile") for $4,400 million payable in a combination of cash and the assumption of up to approximately $2 billion in debt, subject to certain adjustments (the "Purchase Price"). The transaction closed on August 1, 2025 (the "Closing") and United States Cellular Corporation was renamed to Array Digital Infrastructure, Inc. ("Array"). Array is used throughout these unaudited pro forma condensed consolidated financial statements even when referring to historical periods. As of March 31, 2025, Array is an 83%-owned subsidiary of TDS.

 

The Agreement includes $400 million related to the transfer of certain spectrum licenses owned by King Street Wireless, L.P. ("King Street") and Advantage Spectrum, L.P. ("Advantage Spectrum") (collectively referred to as the "Designated Entities"), both of which are partnership entities consolidated into the financial statements of Array. The transfer of such licenses owned by the Designated Entities was contingent upon Array completing the buyouts of the third-party partnership interests (the "Designated Entities Buyouts"), which occurred prior to the Closing.

 

The Purchase Price was subject to various potential adjustments, including (i) $100 million of the Purchase Price that was contingent on the satisfaction of certain financial and operational metrics, (ii) the amount of cash and cash equivalents of the Wireless Operations at Closing, (iii) the Indebtedness (as defined in the Agreement) of the Wireless Operations at Closing, (iv) the net working capital (other than accounts receivable) of the Wireless Operations at Closing as compared to the working capital target included in the Agreement, (v) any unpaid transaction expenses of the Wireless Operations at Closing, (vi) the amount by which the capital expenditures of the Wireless Operations are less than 14% of the service revenues of the Wireless Operations in the period between January 1, 2024 and Closing, (vii) the amount of accounts receivable of the Wireless Operations at Closing as compared to the accounts receivable target included in the Agreement and (viii) certain tax-related adjustments.

 

The unaudited pro forma condensed consolidated financial statements include adjustments for the following separate transactions:

 

·The Agreement provided that T-Mobile conduct an exchange offer pursuant to which holders of Array Senior Notes were offered the opportunity to exchange their Array debt for T-Mobile debt. The Purchase Price was further reduced by the amount of any debt so exchanged. The aggregate amount of Array debt that was subject to such exchange offer had a principal amount of $2,044 million. The amount of debt exchanged for purposes of the unaudited pro forma condensed consolidated financial statements was estimated to be $1,664 million, which represents the preliminary results of the exchange as of July 1, 2025.

 

·Following the close of the transaction, Array was required to repay certain bank debt. The amount of debt repaid for purposes of the unaudited pro forma condensed consolidated financial statements was $870 million as of March 31, 2025.

 

·As a result of the transaction, the Array Board of Directors declared a special dividend on August 1, 2025 of $23.00 per Common and Series A share to Array shareholders. The dividend will be paid on August 19, 2025. For purposes of the unaudited pro forma condensed consolidated financial statements, the dividend is presumed to have occurred as of March 31, 2025 and estimated to be $2,000 million.

 

The unaudited pro forma condensed consolidated financial statements are based on Array's historical consolidated financial statements, adjusted to give effect to the sale of the Wireless Operations and the transactions described above. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical unaudited consolidated financial statements as of and for the three months ended March 31, 2025, which are included in Array's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as well as the historical audited consolidated financial statements as of and for the years ended December 31, 2024, 2023, and 2022, which are included in Array's Annual Report on Form 10-K for the year ended December 31, 2024.

 

The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X and are presented for informational purposes only and may not be useful in predicting the future financial condition and results of operations of Array. The actual financial condition and results of operations may differ materially from the information presented. The significant assumptions are included in the Notes to Pro Forma Condensed Consolidated Financial Statements.

 

 

 

 

The unaudited pro forma condensed consolidated financial statements do not include any adjustments for the following separate transactions:

 

·Spectrum license transactions, which did not meet the criteria to be classified as held for sale as of the closing of the T-Mobile transaction. On October 17, 2024, USCC, and certain subsidiaries of USCC, entered into a License Purchase Agreement with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000 million. The transaction is subject to regulatory approval and other customary closing conditions and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement. On November 6, 2024, USCC, and certain subsidiaries of USCC, entered into a License Purchase Agreement with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc. to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close for total proceeds of $1,018 million, subject to certain purchase price adjustments. The transaction is subject to regulatory approval and other customary closing conditions.

 

·Concurrent with the execution of the Agreement, a Put/Call Agreement was executed whereby Array has the right to require the Buyer to purchase certain spectrum licenses and the Buyer has the right to require Array to sell the same spectrum licenses to the Buyer for an agreed upon price of approximately $106 million. The Put/Call Agreement has a term of one year from the Transaction close date. The net book value of such spectrum licenses is $106 million. This option is subject to future contingencies, and therefore, these spectrum licenses are not included in the pro forma adjustments and remain in Array's spectrum license balance after effecting the balance for pro forma adjustments.

 

·Following the close of the transaction, Array expects to borrow funds under existing credit facilities based on its leverage needs for the remaining business. Such borrowings are not yet determined and therefore, have not been recorded in the unaudited pro forma condensed consolidated financial statements.

 

·There are other transactions with T-Mobile under separate agreements and contingent on certain events occurring. Such transactions include certain wireless service companies in Iowa that are not consolidated into the Array financial statements but are accounted for as equity method investments who sold specific wireless assets and wireless customers to T-Mobile. There are no pro forma adjustments related to these transactions.

 

 

 

 

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2025

(Unaudited)

 

(Dollars and shares in millions, except per share amounts)  As Reported
(1)
   Disposal of
Wireless
Operations
(2)
   Transaction
Adjustments
   Pro Forma 
Operating revenues                    
Service  $741   $(714)  $18(3)  $45 
Equipment sales   150    (150)        
Total operating revenues   891    (864)   18    45 
                     
Operating expenses                    
System operations (excluding Depreciation, amortization and accretion reported below)   176    (160)       16 
Cost of equipment sold   178    (178)        
Selling, general and administrative   332    (306)   (4)   26 
Depreciation, amortization and accretion   163    (150)       13 
(Gain) loss on asset disposals, net   2    (2)        
(Gain) loss on license sales and exchanges, net   (1)           (1)
Total operating expenses   850    (796)       54 
                     
Operating income (loss)   41    (68)   18    (9)
                     
Other income (expense)                    
Equity in earnings of unconsolidated entities   36            36 
Interest and dividend income   3            3 
Interest expense   (40)   36    (5)   (4)
Total other income (expense)   (1)   36        35 
                     
Income before income taxes   40    (32)   18    26 
Income tax expense   20    (20)   4(6)   4 
                     
Net income from continuing operations   20    (12)   14    22 
Less: Net income from continuing operations attributable to noncontrolling interests, net of tax   2    (1)   (1) (7)    
Net income from continuing operations attributable to Array shareholders  $18   $(11)  $15   $22 
                     
Basic weighted average shares outstanding   85              85 
Basic earnings per share from continuing operations attributable to Array shareholders  $0.21             $0.26 
                     
Diluted weighted average shares outstanding   88              88 
Diluted earnings per share from continuing operations attributable to Array shareholders  $0.21             $0.25 

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

 

 

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2024

(Unaudited)

 

(Dollars and shares in millions, except per share amounts)  As Reported
(1)
   Disposal of
Wireless
Operations
(2)
   Transaction
Adjustments
   Pro Forma 
Operating revenues                    
Service  $2,987   $(2,884)  $73(3)  $176 
Equipment sales   783    (783)        
Total operating revenues   3,770    (3,667)   73    176 
                     
Operating expenses                    
System operations (excluding Depreciation, amortization and accretion reported below)   724    (651)       73 
Cost of equipment sold   906    (906)        
Selling, general and administrative   1,330    (1,241)   (4)   89 
Depreciation, amortization and accretion   665    (616)       49 
Loss on impairment of licenses   136            136 
(Gain) loss on asset disposals, net   18    (17)       1 
(Gain) loss on license sales and exchanges, net   3            3 
Total operating expenses   3,782    (3,431)       351 
                     
Operating income (loss)   (12)   (236)   73    (175)
                     
Other income (expense)                    
Equity in earnings of unconsolidated entities   161            161 
Interest and dividend income   12            12 
Interest expense   (183)   172    (5)   (11)
Other, net           166(8),(9)   166 
Total other income (expense)   (10)   172    166    328 
                     
Income (loss) before income taxes   (22)   (64)   239    153 
Income tax expense   10    (25)   8(6)   (7)
                     
Net income (loss) from continuing operations   (32)   (39)   231    160 
Less: Net income from continuing operations attributable to noncontrolling interests, net of tax   7    (2)   (5) (7)    
Net income (loss) from continuing operations attributable to Array shareholders  $(39)  $(37)  $236   $160 
                     
Basic weighted average shares outstanding   86              86 
Basic earnings (loss) per share from continuing operations attributable to Array shareholders  $(0.46)            $1.86 
                     
Diluted weighted average shares outstanding   86              88 
Diluted earnings (loss) per share from continuing operations attributable to Array shareholders  $(0.46)            $1.82 

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

 

 

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2023

(Unaudited)

 

(Dollars and shares in millions, except per share amounts)  As Reported
(1)
   Disposal of
Wireless
Operations
(2)
    Pro Forma 
Operating revenues                
Service  $3,044   $(2,943)   $101 
Equipment sales   862    (862)     
Total operating revenues   3,906    (3,805)    101 
                 
Operating expenses                
System operations (excluding Depreciation, amortization and accretion reported below)   740    (672)    68 
Cost of equipment sold   988    (988)     
Selling, general and administrative   1,368    (1,269) (4)    99 
Depreciation, amortization and accretion   656    (605)    51 
(Gain) loss on asset disposals, net   17    (22)    (5)
(Gain) loss on license sales and exchanges, net   (2)        (2)
Total operating expenses   3,767    (3,556)    211 
                 
Operating income (loss)   139    (249)    (110)
                 
Other income (expense)                
Equity in earnings of unconsolidated entities   158         158 
Interest and dividend income   10         10 
Interest expense   (196)   182(5)  (14)
Total other income (expense)   (28)   182     154 
                 
Income before income taxes   111    (67)    44 
Income tax expense   53    (19) (6)    34 
                 
Net income from continuing operations   58    (48)    10 
Less: Net income from continuing operations attributable to noncontrolling interests, net of tax   4    (4)     
Net income from continuing operations attributable to Array shareholders  $54   $(44)   $10 
                 
Basic weighted average shares outstanding   85          85 
Basic earnings per share from continuing operations attributable to Array shareholders  $0.64         $0.12 
                 
Diluted weighted average shares outstanding   87          87 
Diluted earnings per share from continuing operations attributable to Array shareholders  $0.63         $0.11 

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

 

 

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2022

(Unaudited)

 

(Dollars and shares in millions, except per share amounts)  As Reported
(1)
   Disposal of
Wireless
Operations
(2)
   Pro Forma 
Operating revenues               
Service  $3,125   $(3,032)  $93 
Equipment sales   1,044    (1,044)    
Total operating revenues   4,169    (4,076)   93 
                
Operating expenses               
System operations (excluding Depreciation, amortization and accretion reported below)   755    (694)   61 
Cost of equipment sold   1,216    (1,216)    
Selling, general and administrative   1,408    (1,326) (4)   82 
Depreciation, amortization and accretion   700    (655)   45 
Loss on impairment of licenses   3    (3)    
(Gain) loss on asset disposals, net   19    (19)    
(Gain) loss on sale of business and other exit costs, net   (1)   1     
Total operating expenses   4,100    (3,912)   188 
                
Operating income (loss)   69    (164)   (95)
                
Other income (expense)               
Equity in earnings of unconsolidated entities   158        158 
Interest and dividend income   8        8 
Interest expense   (163)   143 (5)   (20)
Total other income (expense)   3    143    146 
                
Income (loss) before income taxes   72    (21)   51 
Income tax (benefit) expense   37    (11) (6)   26 
                
Net income (loss) from continuing operations   35    (10)   25 
Less: Net income from continuing operations attributable to noncontrolling interests, net of tax   5        5 
Net income (loss) from continuing operations attributable to Array shareholders  $30   $(10)  $20 
                
Basic weighted average shares outstanding   85         85 
Basic earnings (loss) per share from continuing operations attributable to Array shareholders  $0.35        $0.24 
                
Diluted weighted average shares outstanding   86         86 
Diluted earnings (loss) per share from continuing operations attributable to Array shareholders  $0.35        $0.23 

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

 

 

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Pro Forma Condensed Consolidated Balance Sheet — Assets

March 31, 2025

(Unaudited)

 

(Dollars in millions)  As Reported
(1)
   Disposal of
Wireless
Operations
(2)
   Transaction
Adjustments
   Other Pro
Forma
Adjustments
   Pro Forma 
Current assets                         
Cash and cash equivalents  $182   $   $1,651(10)  $(1,833) (11)  $ 
Accounts receivable, net   925    (912)           13 
Inventory, net   178    (178)            
Prepaid expenses   63    (57)           6 
Other current assets   25    (4)           21 
Total current assets   1,373    (1,151)   1,651    (1,833)   40 
                          
Assets held for sale   1                1 
                          
Licenses   4,581    (1,298)   (12)       3,283 
                          
Investments in unconsolidated entities   479                479 
                          
Property, plant and equipment, net   2,394    (2,018)           376 
                          
Operating lease right-of-use assets   925    (454)           471 
                          
Other assets and deferred charges   612    (590)   (9) (7)       13 
                          
Total assets  $10,365   $(5,511)  $1,642   $(1,833)  $4,663 

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

 

 

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Pro Forma Condensed Consolidated Balance Sheet — Liabilities and Equity

March 31, 2025

(Unaudited)

 

(Dollars and shares in millions, except per share amounts)  As Reported
(1)
   Disposal of
Wireless
Operations
(2)
   Transaction Adjustments   Other Pro
Forma
Adjustments
   Pro Forma 
Current liabilities                         
Current portion of long-term debt  $26   $   $(26) (13)  $   $ 
Accounts payable   207    (175)           32 
Customer deposits and deferred revenues   231    (229)   150 (8)       152 
Accrued taxes   57    (1)   268 (14)       324 
Accrued compensation   33    (3)   (20) (15)       10 
Short-term operating lease liabilities   140    (124)           16 
Other current liabilities   113    (93)       167 (11)   187 
Total current liabilities   807    (625)   372    167    721 
                          
Deferred liabilities and credits                         
Deferred income tax liability, net   720        (336) (16)       384 
Long-term operating lease liabilities   824    (321)           503 
Other deferred liabilities and credits   570    (344)   66 (17)       292 
                          
Long-term debt, net   2,829    (1,621)   (841) (13)       367 
                          
Noncontrolling interests with redemption features   16        (16) (7)        
                          
Equity                         
Shareholders' equity   4,585    (2,600)   2,380 (18)   (2,000) (11)   2,365 
Noncontrolling interests   14        17 (19)       31 
                          
Total equity   4,599    (2,600)   2,397    (2,000)   2,396 
                          
Total liabilities and equity  $10,365   $(5,511)  $1,642   $(1,833)  $4,663 

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

 

 

 

Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation)

Notes to Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1 Basis of Pro Forma Presentation

 

The unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the sale of the Wireless Operations to T-Mobile (the "Buyer") (the "Transaction"), pursuant to the terms of the Agreement. The unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements of Array. As of March 31, 2025, Array is an 83%-owned subsidiary of TDS.

 

Array will present the Wireless Operations as discontinued operations starting in the third quarter of 2025, when the accounting criteria were met.

 

The unaudited pro forma condensed consolidated financial statements are based on Array's historical consolidated financial statements, adjusted to give effect to the sale of the Wireless Operations. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical unaudited consolidated financial statements as of and for the three months ended March 31, 2025, which are included in Array's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as well as the historical audited consolidated financial statements as of and for the years ended December 31, 2024, 2023, and 2022, which are included in Array's Annual Report on Form 10-K for the year ended December 31, 2024.

 

The unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025 has been prepared assuming the Transaction occurred as of that date. The unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and years ended December 31, 2024, 2023 and 2022 reflect Array's results as if the Transaction had occurred as of January 1, 2022 in that they reflect the reclassification of the Wireless Operations as discontinued operations. The adjustments in the Transaction Adjustments column in the unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and the year ended December 31, 2024 give effect to related transactions as if they had occurred as of January 1, 2024.

 

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with SEC Regulation S-X Article 11 and represent management's best estimates based upon available information. Actual results could differ materially from these estimates. It is expected that additional exit and disposal costs, not reflected in these unaudited pro forma condensed consolidated financial statements, will be recorded as identified and incurred.

 

Note 2 Pro Forma Adjustments

 

The unaudited pro forma condensed consolidated financial statements reflect the following notes and adjustments:

 

(1)Reflects the unaudited Consolidated Statement of Operations for the three months ended March 31, 2025 and the Consolidated Balance Sheet as of March 31, 2025, reported in the Array Form 10-Q filed on May 2, 2025 and the audited Consolidated Statement of Operations for the years ended December 31, 2024, 2023 and 2022, reported in the Array Form 10-K filed on February 21, 2025.

 

(2)Reflects the historical financial results directly attributable to the Wireless Operations.

 

(3)Reflects revenue from the Master License Agreement (the "MLA") entered into with Buyer in conjunction with the Agreement, which provides for the Buyer to lease a minimum number of towers over 15 years at a fixed rate, subject to escalator, per tower as specified in the terms of the Agreement. The MLA also extends the term of the leases for existing Array towers leased by the Buyer for 15 years following the Transaction close date. The incremental straight-line revenue from these leases is included in the unaudited pro forma condensed consolidated financial statements for the three months ended March 31, 2025 and the year ended December 31, 2024. The Array towers leased by the Buyer are not included in the disposal of the Wireless Operations; therefore, pro forma adjustments are only included for the most recent annual and interim periods.

 

The MLA also provides terms and conditions for the Buyer to enter into leases for additional towers during a 30-month period from the Transaction close date. The leases may be terminated by the Buyer at any time with 30 days written notice. The duration of each lease is not known; therefore, there is no pro forma adjustment included to recognize potential revenue related to these leases.

 

 

 

 

The MLA includes other fees, charges, and revenue share amounts that are contingent on the locations and space utilized; these are not known as they are at the Buyer's discretion, and therefore, there are no pro forma adjustments to include estimated incremental revenue for these items.

 

(4)The As Reported financial statements include certain expenses incurred by TDS that are either specifically identified to Array or are common expenses that are allocated to Array. Such costs do not transfer to the Buyer and are reflected in the remaining entity in the unaudited pro forma condensed consolidated financial statements. Array expects that these costs will be reduced in future periods commensurate with the size of the remaining operations of Array, net of additional support that may be provided by TDS, but has not quantified nor estimated such impacts for purposes of the unaudited pro forma condensed consolidated financial statements.

 

(5)Reflects the estimated reduction of interest expense due to the repayment of certain debt with the Transaction proceeds, which is required under the terms and conditions of such agreements, and the extinguishment of the debt included in the exchange offer with T-Mobile. The estimated reduction of interest expense is included in the disposed operations for all periods presented.

 

(6)Reflects adjustments to Income tax expense related to the estimated impacts of the Transaction and, where applicable, pro forma adjustments. The remaining income tax expense after such adjustments differs from the normal statutory federal income tax rate due primarily to the impacts of state taxes and valuation allowance adjustments.

 

The pro forma adjustment for the year ended December 31, 2024 includes an income tax benefit of approximately $51 million related to the release of valuation allowance on disallowed interest expense carryforwards of Advantage Spectrum, L.P. due to the Designated Entities Buyouts, which occurred prior to the close of the Transaction. This one-time tax benefit is not specific to the disposed operations; therefore, this pro forma adjustment is only included for the most recent annual period.

 

On July 4, 2025, H.R 1 - the One big beautiful bill Act ("OBBBA") was enacted into law. The OBBBA makes several impactful changes, including 100% bonus depreciation for qualifying assets, domestic research cost expensing, and increasing the business interest expense limitation threshold. As each of the financial statement periods occurred prior to this enactment, the effects of the OBBBA are not included in the unaudited pro forma condensed financial statements.

 

(7)The unaudited pro forma condensed consolidated financial statements reflect the Designated Entities Buyouts, which required Array to make payments of $7 million prior to the close of the Transaction. The Designated Entities Buyouts eliminate the balance in Noncontrolling interests with redemption features, utilize $9 million of prepaid deposits included in Other assets and deferred charges, and eliminate the Net income attributable to noncontrolling interests, net of tax for King Street and Advantage Spectrum. The Designated Entities Buyouts are not specific to the disposed operations; therefore, pro forma adjustments are only included for the most recent annual and interim periods.

 

(8)In conjunction with the Agreement, at the Transaction close date, Array and the Buyer entered into a 12-month Spectrum Manager Lease Agreement (the "Spectrum Lease Agreement") relating to Array spectrum that was not transferred to the Buyer at closing. The unaudited Pro Forma Condensed Consolidated Statement of Operations includes incremental income related to the use of this spectrum of $150 million for the year ended December 31, 2024 and deferred revenue on the unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025. The leased spectrum is not included in the disposed operations and the lease term is one year; therefore, a pro forma adjustment is only included for the most recent annual period. Since no value was assigned to this usage in the Spectrum Lease Agreement, an allocation of a portion of the Transaction purchase price was estimated based on spectrum lease market rate assumptions and other factors.

 

(9)Reflects the estimated impact of the transition services agreement ("TSA") for services to be rendered primarily by TDS to the Buyer. The TSA provides for services to be exited during the initial one year term. It also provides for optional six-month extensions. The adjustment reflects one year of estimated fixed fees (i.e., income), which are fully allocated to Array. Variable fees above the fixed fees are not yet known or reflected in the unaudited pro forma condensed consolidated financial statements.

 

 

 

 

(10)The following table summarizes the estimated transaction adjustments to Cash and cash equivalents:

 

   March 31, 2025 
(Dollars in millions)     
Purchase price  $4,400 
Net working capital adjustment(a)   87 
Array Senior Notes exchanged for Buyer debt(b)   (1,664)
Debt required to be repaid with Transaction proceeds(b)   (870)
Proceeds contingent on the satisfaction of certain financial and operational metrics(c)   (89)
Closing transaction fees(d)   (71)
Severance paid to Array associates(e)   (51)
Tax payments for accelerated stock-based compensation awards(f)   (44)
Associate-related liabilities paid by Array(g)   (20)
Closing Indebtedness(h)   (14)
TDS lease terminations borne by Array(i)   (6)
Remaining payments made for Designated Entities Buyouts(j)   (7)
Pro forma adjustment to Cash and cash equivalents  $1,651 

 

(a)Represents the estimated excess net working capital, as defined in the Agreement.
(b)See Note (13) for additional information.
(c)Represents the estimated performance adjustment amount, as defined in the Agreement.
(d)Represents the estimated closing transaction expenses, as defined in the Agreement and other legal and financial advisory fees paid at the time of closing.
(e)Represents estimated severance paid to associates that were terminated as a result of the transaction.
(f)The unaudited pro forma condensed consolidated financial statements assumed that the acceleration of stock-based compensation awards would be settled in shares. The estimated tax payments were calculated based on a $70 stock price.
(g)See Note (15) for additional information.
(h)Represents the estimated closing Indebtedness, as defined in the Agreement.
(i)As a result of the Transaction, TDS expects to incur lease abandonment costs, which will be paid by Array.
(j)See Note (7) for additional information.

 

(11)As a result of the transaction, the Array Board of Directors declared a special dividend on August 1, 2025 of $23.00 per Common and Series A share to Array shareholders. The dividend will be paid on August 19, 2025. For purposes of the unaudited pro forma condensed consolidated financial statements, the dividend is presumed to have occurred as of March 31, 2025 and estimated to be $2,000 million. The estimated dividend contemplates an expected increase in cash from operations and expected additional borrowings under existing credit facilities. Such borrowings are not yet determined and therefore, have not been recorded in the unaudited pro forma condensed consolidated financial statements. The liability represents the additional cash needed to pay the dividend, based on the assumptions and timing of these unaudited pro forma condensed consolidated financial statements.

 

(12)Concurrent with the execution of the Agreement, a Put/Call Agreement was executed whereby Array has the right to require the Buyer to purchase certain spectrum licenses and the Buyer has the right to require Array to sell the same spectrum licenses to the Buyer for an agreed upon price of approximately $106 million. The Put/Call Agreement has a term of one year from the Transaction close date. The net book value of such spectrum licenses is $106 million. This option is subject to future contingencies, and therefore, these spectrum licenses are not included in the pro forma adjustments and remain in Array's spectrum license balance after effecting the balance for pro forma adjustments.

 

 

 

 

(13)The estimated reduction in debt levels due to the required repayments of certain bank debt upon the Transaction close date are reflected in the Transactions Adjustments column in the unaudited Pro Forma Condensed Consolidated Balance Sheet. The unamortized debt issuance costs related to the debt required to be repaid was $3 million as of March 31, 2025.

 

In addition, the Agreement provided that the Buyer conduct an exchange offer pursuant to which public holders of Array Senior Notes were offered the opportunity to exchange their Array debt for Buyer debt. The purchase price was further reduced by the amount of any debt so exchanged. The aggregate amount of Array debt that was subject to such exchange offer had a principal amount of $2,044 million and a weighted average interest rate of 6% as of March 31, 2025. The amount of debt exchanged for purposes of the unaudited pro forma condensed consolidated financial statements is included in the disposed operations and estimated to be $1,664 million, which represents the preliminary results of the exchange as of July 1, 2025. The unamortized discount and debt issuance costs related to the estimated exchanged debt was $47 million as of March 31, 2025. The disposed operations also include $4 million of finance leases.

 

(14)Reflects the estimated tax liability due for the tax gain triggered by the sale of the Wireless Operations. The Transaction is treated as an asset sale for income tax purposes. The tax liability is computed assuming a sale as of March 31, 2025 and is based on a federal tax rate of 21% and an estimated state tax impact. The final tax consequences at closing may differ materially from this estimate.

 

(15)Represents estimated associate-related liabilities as of March 31, 2025 that will be paid by Array following the close of the Transaction.

 

(16)The assets conveyed to the Buyer, particularly fixed assets and wireless spectrum licenses, have lower tax basis than book basis due to historical bonus depreciation for tax purposes that exceeded book depreciation, and license amortization for tax purposes while licenses are indefinite-lived assets for book purposes. This adjustment represents the reversal of deferred tax liabilities on the net assets transferred to the Buyer, as well as utilization of carryforward tax attributes used to offset the gain and valuation allowance adjustments required to adjust to the revised deferred tax liability of the remaining business.

 

(17)The MLA provides terms and conditions for the Buyer, at its option, to revert certain unwanted equipment back to Array and would make Array responsible for any decommissioning, remediation, restoration, or disposal costs of such assets. Array will record an estimated long-term liability associated with this provision at close of $66 million. Such liability will be offset to the loss on the transaction and has been reflected as a transaction adjustment in the unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025.

 

The MLA also provides the Buyer, at its option over 30 months, to terminate leases of certain tower sites during a 30 month period following the Transaction close date. It is unknown whether such towers would be leased or sold to other third parties, or otherwise decommissioned. Array has recorded an asset retirement obligation related to these towers, but cannot reliably estimate what incremental future costs would be incurred to decommission such towers; therefore, there are no pro forma adjustments related to these incremental decommissioning costs.

 

(18)Reflects the effect on Shareholders' equity of the adjustments described above. The Shareholders' equity for the disposed operations and the transaction adjustments include the estimated pre-tax loss on the Transaction, including exit costs, of $267 million. This estimate is based on the historical information as of March 31, 2025. The actual loss amount will be based on balances as of the Transaction close date and may differ materiality from this estimate. It is expected that additional exit and disposal costs, not reflected in the unaudited pro forma condensed consolidated financial statements, will be recorded as identified and incurred.

 

(19)The transaction proceeds were allocated to entities with a noncontrolling interest. The adjustment reflects the noncontrolling interest portion of the gain on the transaction for those entities. Array expects to make distributions to the minority-owned partners of these entities, which are not reflected in the unaudited pro forma condensed consolidated financial statements.