T-Mobile Completes Acquisition of UScellular’s Wireless Operations and Select Spectrum Assets

Cleary Gottlieb represented T-Mobile US Inc. (T-Mobile) in its acquisition of substantially all of UScellular’s wireless operations, including UScellular’s wireless customers, stores, and certain specified spectrum assets, as well as the wireless operations, including customers, of certain Iowa entities managed by UScellular.

The UScellular transaction signed on May 28, 2024, and closed on August 1, 2025. T-Mobile paid approximately $4.3 billion after adjustments, consisting of $2.6 billion paid in cash and approximately $1.7 billion in debt to be assumed through an exchange offer made to UScellular’s debtholders, which is expected to close on August 5, 2025.

In connection with the transaction, T-Mobile acquired substantially all of the wireless operations assets of each of Farmers Cellular Telephone Company Inc., Iowa RSA No. 9 Limited Partnership, and Iowa RSA No. 12 Limited Partnership for aggregate cash consideration totaling approximately $175 million. The transactions signed on July 22, 2025, and closed on August 1, 2025.

T-Mobile is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience, and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Washington, T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile, and Mint Mobile.

For more information, please see the press release.