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5/8/2026
Ladies and gentlemen, thank you for joining us and welcome to the TDS and Array First Quarter 2026 Operating Results Conference Call. After today's prepared remarks, we will host a question and answer session. If you'd like to ask a question, please raise your hand. If you have dialed in to today's call, please press star nine to raise your hand and star six to unmute when prompted. I will now hand the conference over to John Toomey, Treasurer, Vice President, Corporate Relations. Please go ahead.
Good morning, and thank you for joining us. The presentation we prepared to accompany our comments this morning can be found on the investor relations sections of the TDS and Array websites. With me today and offering prepared comments are, on behalf of TDS, Walter Carlson, President and CEO, Vicki Villacrez, Executive Vice President and Chief Financial Officer, On behalf of TDS Telecom, Ken Dixon, President and CEO of TDS Telecom, Chris Bothfeld, Vice President of Financial Analysis and Strategic Planning of TDS, and on behalf of Array Digital Infrastructure, Anthony Carlson, President and CEO of Array. This call is being simultaneously webcast on the TDS and Array Investor Relations websites. Please see the websites for the slides referenced on this call including non-GAAP reconciliations. TDS and Array filed their SEC Forms 8K, including the press releases earlier this morning. As shown on slide two, the information set forth in the presentation and discussed during this call contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. please review the Safe Harbor paragraphs in our press releases and the extended version included in our SEC filings. I will now turn the call over to TDS President and CEO, Walter Carlson. Walter?
Thanks, John, and good morning, everyone. Today, we are pleased to share the first quarter results for TDS and arrayed digital infrastructure. But before doing so, I want to take a moment to address, in my capacity as CEO and Chair of TDS, the proposal TDS submitted to the Board of Directors of Array to acquire the remaining shares of Array not currently owned by TDS in an all-stock transaction. As TDS continues its transformation, this proposal is the next step in executing our strategy. simplifying our corporate structure, and enhancing our ability to invest in targeted areas of growth. Array has successfully completed its transition into a tower-focused company with strong fundamentals, and we believe this transaction will position the combined company for long-term growth. By bringing Array fully under TDS's ownership, Array's stockholders would retain a significant interest in the tower business while gaining exposure to TDS's growing fiber business. Under the terms of the proposal, TDS would acquire all of the outstanding common shares of Array that TDS does not currently own by way of a merger. in which each array common share not owned by TDS would be exchanged for 0.86 of a TDS common share. This exchange ratio assumes that the previously announced spectrum license sales identified in our offer letter will have closed prior to the closing of the transaction contemplated by TDS's proposal. and that the array board, consistent with its treatment of net proceeds from prior spectrum sales, will have declared and paid dividends of $10.40 per share to array stockholders prior to the closing. At $10.40 per share, array would distribute approximately $900 million in net proceeds. This exchange ratio reflects an at-market offer based, subject to the assumptions just described, on yesterday's closing prices for TDS and DeRay. The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes. TDS expects the transaction to eliminate duplicative corporate costs, streamline corporate governance, increase share liquidity, and strengthen the capital structure of the enterprise, providing greater flexibility to pursue strategic investments across all our businesses, including towers and fiber. As noted in this morning's press release, The proposal is subject to review and recommendation by a special committee of Array's disinterested directors and the approval of the majority of the disinterested shareholders of Array based on votes cast. It would also require approval of TDS's shareholders and the satisfaction of customary closing conditions. TDS does not intend to sell or otherwise transfer its interest in Array and will not entertain any third-party offers for Array or its assets in lieu of this proposal. TDS continues to support Array's previously disclosed intention to opportunistically monetize its remaining unsold wireless spectrum. TDS looks forward to working constructively with the array board's special committee as they evaluate this proposal. Beyond what I just disclosed and the information included in our press release and proposal letter to array, we are not going to comment further on or take questions regarding the offer on today's call. With that, let's turn to slide three. The enterprise is making good progress on its 2026 priorities. Our focus remains on advancing our strategy with financial and operational discipline. As I just mentioned, the proposal announced this morning will aid in strengthening TDS's corporate and capital structure, and we look forward to working with the RAISE special committee. Both business units continue to make progress toward their operational goals. TDS Telecom continued to add fiber addresses and customers in the quarter. Array is off to a strong start in 2026 and is making good progress growing tower tenancy. In the arena of Spectrum, Array closed on a small transaction with T-Mobile earlier this week and expects the remaining announced T-Mobile and Verizon Spectrum sales to close in the second or third quarter. subject to regulatory approval and other customary conditions. I am pleased with the progress each business unit is making and with the efforts we have underway to strengthen our culture as we go through this period of transformation. I would like to personally thank every associate across the enterprise for their continued commitment and contribution. And I will now turn the call over to Vicki.
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