TMobile's $4.3bn Acquisition of UScellular
- Jan 30
- 5 min read
By Rasmus Sjögren, Alexander Henje, Haris Jasarevic, Nikolas Kakona (Stockholm School of Economics), Shivam Gujral (University of Cambridge)
Photo: Brett Jordan (Unsplash)
Overview of the deal
Acquirer: T-Mobile US, Inc. – a leading American wireless carrier and subsidiary of Deutsche Telekom
Target: Uscellular’s Wireless Operations – a regional wireless business of United States Cellular
Implied Equity Value: US$4.3 billion
Total Transaction Size: ~US$4.3 billion, including approximately $2.6 billion in cash and $1.7 billion in assumed debt (plus ~$175 million in related Iowa asset transactions)
Closed date: 1 August 2025
Target advisor: Citgroup Global Markets Inc, Centerview Partners LLC, TD Securities LLC, PJT Partners LP
Acquirer advisor: Morgan Stanley
On 28 May 2024, T-Mobile US announced its US$4.3 billion acquisition of UScellular’s wireless operations and select spectrum assets, comprising US$2.6 billion in cash and US$1.7 billion in assumed debt. The deal includes customers, stores, and a significant portion of UScellular’s spectrum portfolio, enabling T-Mobile to expand coverage across rural and regional markets. Following regulatory approval, the transaction closed on 1 August 2025, marking one of the most significant consolidations in the U.S. wireless sector.
The acquisition reflects T-Mobile’s ongoing strategy to strengthen national 5G leadership and broaden its geographic footprint. UScellular, facing rising capital expenditure demands and competitive pressure from national carriers, sought to unlock value for shareholders and refocus on its higher-growth broadband infrastructure business. For TDS, the sale provides meaningful liquidity while reducing operational complexity.
For T-Mobile, integrating UScellular’s network assets enhances spectrum depth, bolsters rural connectivity, and supports long-term subscriber growth. Customers are expected to benefit from improved 5G performance and expanded service offerings. Overall, the transaction underscores T-Mobile’s confidence in the scalability of its network-first strategy and accelerates its competitive positioning against Verizon and AT&T.
“For over 40 years, UScellular has been dedicated to the mission of connecting people to what matters most. The completion of our transaction with T-Mobile ensures that mission endures, as customers across our footprint will have an even better network experience.” - Laurent Therivel, former CEO of UScellular
Company Details (Acquirer - TMobile Inc)
T-Mobile US, Inc. is a leading American wireless carrier and one of the three nationwide network operators in the United States. The company is known for its expansive 5G infrastructure and disruptive, customer-focused market strategy. T-Mobile primarily operates in mobile telecommunications, providing wireless voice, data, and broadband services across the country.
Founded in 1994, headquartered in Bellevue, Washington, USA
CEO: Srini Gopalan
Number of Employees: 70,000
Market Cap: $210.23 Billion USD (27/01/2026)
EV: $327.36 Billion USD
LTM Revenue: $85.85 Billion USD
LTM EBITDA: $32.6 Billion USD
LTM EV/Revenue: 3.8x (approx)
LTM EV/EBITDA: 10.04x (approx)
Recent Transactions: US$4.3bn acquisition of UScellular’s wireless operations (2025); up to US$1.35bn acquisition of Mint Mobile and Ultra Mobile (2023–2024).
Company Details (Target - USCellular)
UScellular, now named Array Digital Infrastructure, Inc. (NYSE:AD), provides wireless telecommunications services and operates a regional wireless network in the United States. As of year-end 2023, the company reported 4.6 million retail connections across 21 states.
Founded in 1983, headquartered in Chicago, Illinois, United States.
CEO: Anthony J. Carlson
Number of employees: 4,100
Market Cap: $4.019 billion (as of 28/05/2024)
EV: $7.88 billion
LTM Revenue: $3.870 billion
LTM EBITDA: $0.825 billion
LTM EV/Revenue: 2.04x
LTM EV/EBITDA: 9.55x
Projections and Assumptions
Short-Term Consequences
The completion of this transaction immediately reshapes the U.S. wireless landscape, providing clear strategic benefits for both parties. For United States Cellular Corporation and its parent company, Telephone and Data Systems, the sale allows them to unlock value from a capital-intensive wireless portfolio and redirect resources toward their higher-growth fibre broadband businesses. The US$2.6 billion cash consideration, together with the transfer of US$1.7 billion of associated debt to T-Mobile, strengthens their near-term financial position while reducing operational complexity. Customers also experience early benefits as they transition onto T-Mobile’s broader 5G network, gaining improved speed, capacity, and geographic coverage.
For T-Mobile, the integration introduces short-term execution and migration costs but simultaneously unlocks meaningful near-term synergies. Incorporating United States Cellular’s spectrum into T-Mobile’s nationwide network enhances capacity almost immediately, while consolidating overlapping cell sites and retail locations begins to generate operating efficiencies. Additional short-term commercial synergies arise as acquired customers move onto T-Mobile’s rate plans, device upgrade pathways, and digital service platforms. These actions collectively strengthen T-Mobile’s rural presence and accelerate the early realisation of strategic value from the acquisition.
Long-Term Upsides
The acquisition of UScellular’s wireless operations and select spectrum assets expands T‑Mobile’s nationwide 5G coverage, particularly in rural and suburban regions that have historically been underserved. By integrating approximately four million subscribers and key spectrum licenses, T‑Mobile strengthens its capacity to deliver high-speed mobile and fixed wireless services, enhancing network reliability and service quality across a broader footprint.
Operational efficiencies are a core driver of long-term value. T‑Mobile expects to realize ~$1.2 billion in annual run-rate cost synergies, arising from network consolidation, back-office integration and procurement optimization. The integration timeline has been accelerated to roughly two years, allowing the company to capture operational benefits sooner than originally anticipated.
Strategically, the acquisition enhances T‑Mobile’s competitive positioning by pre-empting rivals in key regional markets, expanding service offerings and reinforcing its Un‑carrier value proposition. The transaction also preserves long-term cash flows through a master lease agreement on UScellular’s retained towers, reducing upfront capital requirements while ensuring reliable infrastructure access.
In the long term, T‑Mobile benefits from an expanded, more efficient network capable of supporting future growth in 5G adoption, fixed wireless access and enterprise connectivity. These advantages, combined with improved operational scale, predictable infrastructure costs and enhanced customer experience, position T‑Mobile to drive sustained revenue growth, strengthen market leadership and create durable shareholder value.
Risks and Uncertainties
Although the acquisition strengthens T-Mobile’s strategic position, the transaction also introduces a range of operational and financial risks that could affect the realization of the expected benefits. A primary challenge lies in network integration. Combining UScellular’s regional infrastructure, spectrum holdings as well as and customer base into T-Mobile’s nationwide network is a complex process that carries execution risk. Delays, unexpected integration costs or service disruptions during the migration of customers and systems could negatively impact customer satisfaction and increase churn on a large scale, particularly in rural markets where service reliability is critical.
Financially, while management has outlined significant run-rate synergies, there is uncertainty regarding the timing and full capture of these savings. Integration expenses, overlapping network rationalization as well as IT system consolidation may exceed initial projections, potentially offsetting short-term margin improvements. In addition, spectrum acquired in the transaction must be efficiently deployed to generate returns.
Regulatory and competitive pressures remain ongoing concerns. Further consolidation in the U.S. wireless market may draw continued scrutiny from regulators, potentially influencing future strategic flexibility. Meanwhile, competitors such as Verizon and AT&T are investing heavily in network expansion and spectrum, which could intensify pricing pressure or promotional activity in overlapping markets.
Finally, the long-term tower lease commitments provide infrastructure certainty but also create fixed cost obligations. If subscriber growth or usage trends fall below expectations, these commitments could weigh on operating leverage, limiting the full upside from the expanded network footprint.