TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Preferred Stock Represented by Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2021 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time shares of its Preferred Stock, par value $0.01 per share (the “Preferred Shares”) represented by depositary shares (the “Depositary Shares”) deposited against delivery of Depositary Receipts (the “Depositary Receipts”) evidencing the Depositary Shares (which amount does not include the possible issuance and sale of additional Option Underwritten Securities, as hereinafter defined, if any), in or pursuant to one or more offerings on terms to be determined at the time of sale. Each Depositary Share will represent beneficial ownership of the fraction of a Preferred Share specified in the Terms Agreement (as defined below).
TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Preferred Stock Represented by Depositary Shares TERMS AGREEMENTTerms Agreement • March 2nd, 2021 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
We understand that Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell an aggregate of 16,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th ownership interest in a share of the Company’s 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, with a liquidation preference of $25,000 per share (equivalent to $25.00 per Depositary Share) (the “Preferred Stock” and, together with the Depositary Shares, the “Securities”) (such securities also being hereinafter referred to as the “Initial 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 number of Initial Underwritten Securities opposite our respective names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to
DEPOSIT AGREEMENT March 2, 2021 TELEPHONE AND DATA SYSTEMS, INC., AS ISSUER, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, COMPUTERSHARE TRUST COMPANY, N.A. AS REGISTRAR AND TRANSFER AGENT, and COMPUTERSHARE INC. AS DIVIDEND...Deposit Agreement • March 2nd, 2021 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
DEPOSIT AGREEMENT, dated March 2, 2021, among TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (“Trust Company”), jointly as Depositary (as hereinafter defined), the Trust Company as Registrar (as hereinafter defined) and as Transfer Agent (as hereinafter defined), and Computershare as Dividend Disbursing Agent and Redemption Agent (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
