Slide 1: Share Consolidation Amendment and Vote Amendment
Share Consolidation Amendment and Vote Amendment
Slide 2: Important Information
Important Information This presentation is not a solicitation of a proxy from any TDS shareholder. Additional information relating to the proposals to be submitted to TDS shareholders are included in TDS' preliminary proxy statement and will be included in TDS' definitive proxy statement when it bec
Slide 3: Capital Structure Challenges
Capital Structure Challenges Special Common Shares trade at a substantial discount to the Common Shares – 13.4% on average in 2011 Economic dilution exists today from the issuance of Special Common for compensation Due to discount, further dilution occurs when TDS issues Special Common Shares Comple
Slide 4: Plan to Improve Capital Structure
Plan to Improve Capital Structure Share Consolidation Amendment – reclassify outstanding Special Common Shares (NYSE: TDS.S) as Common Shares (NYSE: TDS) on a one-for-one basis Vote Amendment – a “vote freeze” would be set at the aggregate percentage voting power of the Series A Common Shares and Co
Slide 5: Transaction Rationale
Transaction Rationale Consolidate the public float and increase the market liquidity Eliminate the pricing discrepancy between classes of common shares Increases financial flexibility and enhances ability to structure and execute equity-based transactions Reduces dilution that occurs when Special Co
Slide 6: Share Consolidation Amendment
Share Consolidation Amendment One-for-One Ratio Preserves original intent for the two share classes to have value parity Special Common Shares distributed in 2005 on one-for-one basis with respect to Common Shares and Series A Common Shares Both shares have equal dividend and value per share in the
Slide 7: Vote Amendment
Vote Amendment Voting Power Common Shares could be issued without affecting the current voting structure The vote per Common Share would float (election of directors remains the same) Assuming the vote is frozen at the current level, voting rights would be approximately: Series A Common Shares: 56.7
Slide 8: Proposed Amendments Accomplish the Following
Proposed Amendments Accomplish the Following Eliminate the discount in the market price of the Special Common Shares in relation to the Common Shares Consolidate the public float and increase the market liquidity Simplify the TDS capital structure and allow for easier analysis and valuation with sin
Slide 9: Approvals
Approvals The Share Consolidation and Vote Amendment Statutory vote: Majority of the voting power of Series A Shares, Common Shares and Preferred Shares, voting as one group Majority of the outstanding Common Shares and Special Common Shares, each voting as a separate class Ratification vote volunta
Slide 10: Next Steps
Next Steps File preliminary proxy statement – August 8, 2011 Respond to SEC review/comments – approx. 2 to 8 weeks File definitive proxy statement Special shareholders meeting scheduled approx. 30 days after proxy statement filed If shareholders approve transactions, TDS Board would cause amendments
Slide 11: Summary
Summary At TDS, we understand that we have certain strategic, operational and structural opportunities and challenges. Management, with the support of the Board, is working to address these with a sense of urgency. Today’s proposal represents an important step toward improving our capital structure
Slide 12: Share Consolidation Amendment and Vote Amendment
Share Consolidation Amendment and Vote Amendment