ARRAY DIGITAL INFRASTRUCTURE, INC. — Regulatory Filings 2015

Nov 17, 2015

8-A12B 1 a15-22709_38a12b.htm 8-A12B

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, DC 20549*

*FORM 8-A*

*FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES*

*PURSUANT TO SECTION 12(b) OR 12(g) OF THE*

*SECURITIES EXCHANGE ACT OF 1934*

*UNITED STATES CELLULAR CORPORATION*

(Exact Name of Registrant as Specified in its Charter)

Delaware	62-1147325
(State of Incorporation or Organization)	(IRS Employer Identification No.)
8410 W. Bryn Mawr, Chicago, Illinois	60631
(Address of Principal Executive Offices)	(Zip Code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
7.25% Senior Notes due 2064	New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x	If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-202271

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None.

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*INFORMATION REQUIRED IN REGISTRATION STATEMENT*

*Item 1. Description of Registrant’s Securities to be Registered.*

A description of the Registrant’s 7.25% Senior Notes due 2064 (the “Notes”) to be registered hereby is contained under the caption “Description of the Notes” set forth in the Prospectus Supplement dated November 16, 2015, and under the caption “Description of Debt Securities” set forth in the Prospectus dated November 16, 2015, as filed with the Securities and Exchange Commission under Rule 424(b)(5) under the Securities Act of 1933, as amended, with respect to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-202271), and such descriptions are incorporated herein by reference thereto.

*Item 2. Exhibits.*

Exhibit
Number	Description of Exhibit
1.	Indenture dated as of June 1, 2002 between the Registrant and The Bank of New York Mellon Trust Company, N.A. (formerly known as the Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-188971) and incorporated herein by reference thereto.
2.	Form of Eighth Supplemental Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A., including the form of 7.25% Senior Notes due 2064 attached as Exhibit A thereto.

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*SIGNATURE*

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

/s/ Steven T. Campbell
Steven T. Campbell
Executive Vice President — Finance, Chief Financial Officer and Treasurer

SIGNATURE PAGE TO FORM 8-A RE U.S. CELLULAR RETAIL DEBT — NOVEMBER 2015

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
1.	Indenture dated as of June 1, 2002 between the Registrant and The Bank of New York Mellon Trust Company, N.A. (formerly known as the Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-188971) and incorporated herein by reference thereto.
2.	Form of Eighth Supplemental Indenture dated between the Registrant and The Bank of New York Mellon Trust Company, N.A., including the form of 7.25% Senior Notes due 2064 attached as Exhibit A thereto.

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EXHIBIT 2

Form of Eighth Supplemental Indenture

[SEE ATTACHED]

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