On May 7, 2026, the Issuer delivered to the board of directors (the "Array Board") of Array Digital Infrastructure, Inc. (formerly known as United States Cellular Corporation), a Delaware corporation ("Array"), a letter setting forth a non-binding proposal to acquire all of the outstanding Common Shares, par value $1.00 per share, of Array ("Array Common Shares") that are not owned by the Issuer (the "Proposal"). A copy of the Proposal is filed herewith as Exhibit 2, and the information set forth in the Proposal is incorporated herein by reference.
In connection with the Proposal, the Issuer expects to engage in discussions with the Array Board (including any Special Committee formed by the Array Board) or their representatives.
The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving the Issuer and Array will be consummated, or if a transaction is undertaken, as to its terms or timing.
The Trustees do not intend to update this Schedule 13D regarding the Proposal until a definitive agreement has been reached, or an update is otherwise required under applicable law.
The Trustees intend to maintain the ability to keep or dispose of the voting control of the Issuer. If and to the extent that Array remains a publicly-traded company, the Trustees intend that the Issuer maintain the ability to keep or dispose of the voting control of Array.
The Trustees also retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by the Voting Trust in any manner permitted by the terms of the Voting Trust and/or applicable law. |