US Cellular 2014 Annual Report Download - page 83

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United States Cellular Corporation
Notes to Consolidated Financial Statements (Continued)
NOTE 19 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
such transaction with Airadigm without any further involvement of the full board. The U.S. Cellular Special
Committee engaged independent financial advisors and legal counsel. The transaction was negotiated
between representatives of TDS and Airadigm, on the one hand, and the Special Committee and its
representatives, on the other hand. The U.S. Cellular Special Committee also received a fairness opinion
from its independent financial advisor. Following these events, the Special Committee approved a
License Purchase and Customer Recommendation Agreement between U.S. Cellular and Airadigm.
Pursuant to the License Purchase and Customer Recommendation Agreement, on September 10, 2014,
Airadigm transferred to U.S. Cellular Federal Communications Commission (‘‘FCC’’) spectrum licenses
and certain tower assets in certain markets in Wisconsin, Iowa, Minnesota and Michigan, in consideration
for $91.5 million in cash. See Note 6—Acquisitions, Divestitures and Exchanges in the Notes to
Consolidated Financial Statements.
The Audit Committee of the Board of Directors of U.S. Cellular is responsible for the review and
evaluation of all related-party transactions as such term is defined by the rules of the New York Stock
Exchange.
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