Business Overview and History

UZE was founded in 1983 as a subsidiary of Telephone and Data Systems, Inc. (TDS), a diversified telecommunications company. Initially, UZE focused on providing wireless services in select markets, gradually expanding its footprint across the Midwest and Southeast regions of the United States. Over the years, the company has invested heavily in network infrastructure, spectrum acquisition, and customer service to enhance its competitiveness.

In the late 1990s and early 2000s, UZE made significant investments to upgrade its network to 3G and 4G LTE technologies, allowing it to offer customers improved voice and data services. However, this capital-intensive network modernization put financial strain on the company during that period. Despite these challenges, UZE continued to expand its services, and by the end of 2024, it was serving customers in 21 states.

Throughout its history, UZE has faced intense competition from larger national wireless carriers, which has led the company to focus on providing quality service to its regional customer base. To differentiate itself, UZE has emphasized its community-centric approach, offering personalized service and tailored solutions to its local customers. This strategy, combined with ongoing network improvements, has helped UZE maintain its market share and customer loyalty.

In the 2010s, UZE encountered new challenges as the wireless industry continued to evolve rapidly. The rise of unlimited data plans and aggressive pricing promotions by larger competitors put pressure on UZE's profit margins. Additionally, UZE's lack of scale compared to national carriers made it difficult to match their cost structures and network capabilities. To address these challenges, UZE diversified its product portfolio, expanding into fixed wireless internet, IoT solutions, and business services to offset declining voice revenues.

Recent Developments and Transactions

In May 2024, UZE announced that it had entered into a Securities Purchase Agreement to sell its wireless operations and select spectrum assets to T-Mobile for $4.4 billion, subject to adjustments. This transaction, which is expected to close in mid-2025, represents a significant milestone for the company as it transitions away from its core wireless business.

Concurrent with the T-Mobile deal, UZE also announced two separate spectrum transactions with Verizon and AT&T. The company agreed to sell certain wireless spectrum licenses to these carriers for a combined total of $2.02 billion, further monetizing its spectrum assets.

The proceeds from these transactions are expected to provide UZE with substantial financial resources, which the company plans to use to optimize its capital structure, reinvest in its remaining businesses, and potentially return capital to shareholders. The company's focus will shift to its tower business and its interests in various wireless partnerships, which collectively generated significant cash flows in recent years.

Financial Performance and Outlook

UZE operates in two main business segments: Wireless and Towers.

In the Wireless segment, UZE generates revenue by providing wireless services and equipment to customers. This includes voice, messaging, and data services, primarily sold through postpaid and prepaid offerings. The company offers a comprehensive range of wireless devices such as handsets, tablets, mobile hotspots, and routers for purchase by customers, agents, and third-party distributors. UZE also sells wireless equipment under installment contracts, allowing customers to pay for devices over time.

In 2024, the Wireless segment reported total operating revenues of $3.67 billion, a 4% decrease from the prior year. Retail service revenues, which make up the majority of Wireless revenues, declined 2% year-over-year to $2.67 billion due to a decrease in average postpaid and prepaid connections. Equipment sales revenues also decreased 9% to $783 million, driven by lower smartphone device sales from reduced upgrades and gross additions.

The Wireless segment incurred operating expenses of $3.76 billion in 2024, an 8% increase from 2023. This was primarily due to a $136 million impairment charge related to certain wireless spectrum licenses, as well as higher selling, general, and administrative costs. Overall, the Wireless segment reported operating income of $90 million in 2024, compared to $62 million in the prior year.

The Towers segment generates revenue by leasing tower space on UZE-owned towers to other wireless carriers. In 2024, the Towers segment reported total operating revenues of $234 million, a 3% increase from 2023. This was driven by higher intra-company revenues as well as a 2% increase in third-party tower rental revenues. The Towers segment incurred operating expenses of $156 million in 2024, up 3% year-over-year, primarily due to increases in cell site ground rent and maintenance costs. Operating income for the Towers segment was $78 million in 2024, compared to $77 million in the prior year.

Overall, UZE's consolidated total operating revenues decreased 3% to $3.77 billion in 2024, while operating expenses increased 8% to $3.78 billion, resulting in consolidated operating income of $12 million, down from $139 million in 2023. The decline in profitability was mainly attributable to the $136 million wireless spectrum license impairment charge recorded in the Wireless segment.

For the most recent quarter, UZE reported revenue of $970 million and net income of $5 million. The company delivered on the guidance set at the beginning of 2024, executing on their plan to improve subscriber trajectory and advance mid-band deployment while remaining financially disciplined. For the full year 2024, UZE saw increased profitability and free cash flow compared to 2023. Adjusted OIBDA and adjusted EBITDA both increased 3% or $27 million and $32 million respectively.

Given the pending sale of its wireless operations, UZE has not provided financial guidance for 2025. The company's future performance will be heavily influenced by the outcome of the T-Mobile, Verizon, and AT&T transactions, as well as the performance of its remaining business segments.

Liquidity

The company's liquidity position is expected to improve significantly following the completion of the announced transactions. The proceeds from the sale of wireless operations and spectrum assets will provide UZE with substantial cash reserves, which can be used to strengthen its balance sheet, fund future investments, or return capital to shareholders.

As of December 31, 2024, UZE had a revolving credit agreement with a maximum borrowing capacity of $300 million, of which the entire amount was available for use. The company's current ratio stood at 1.52, while its quick ratio was 1.32, indicating a relatively healthy short-term liquidity position.

Regarding the pending transactions, UZE provided some details on the expected cash proceeds and factors that may impact the net proceeds:

• The stated transaction price with T-Mobile is $4.4 billion, with $100 million contingent on UZE achieving certain operating and financial targets.

• $400 million of the purchase price is related to spectrum owned by two of UZE's partners, which is pending regulatory approval.
• T-Mobile will conduct a debt exchange offer, which will reduce the transaction proceeds.
• UZE expects to repay certain debt obligations totaling $875 million.
• UZE expects to incur cash income tax obligations related to the gain on sale of $225-$325 million for the T-Mobile transaction and $325-$375 million for the Verizon and AT&T spectrum transactions.
• UZE also expects to incur additional legal, advisory and investment banking fees in 2025 and 2026.

Risks and Uncertainties

As UZE navigates this transformative period, it faces several key risks and uncertainties:

1. Regulatory Approval: The successful completion of the announced transactions is subject to regulatory approvals, which could introduce delays or result in unfavorable terms.

2. Transition and Integration Challenges: The sale of the wireless business and the integration of the remaining operations will require significant management attention and resources, potentially distracting from day-to-day operations.

3. Competitive Landscape: The company's tower business and wireless partnerships will continue to operate in a highly competitive environment, which could impact their financial performance.

4. Spectrum Monetization: UZE's ability to effectively monetize its remaining spectrum assets will be crucial in driving value for shareholders.

5. Capital Allocation Decisions: The company's decisions regarding the use of proceeds from the transactions, such as debt repayment, reinvestment, or shareholder returns, will be critical in shaping its future.

Conclusion

UZE's decision to sell its wireless operations and focus on its tower business and wireless partnerships represents a significant strategic shift for the company. While the announced transactions have the potential to unlock substantial value, the company must navigate the associated risks and uncertainties to ensure a successful transition and position itself for long-term success in the evolving telecommunications landscape.