ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Jul 31, 2025. Filed Aug 4, 2025.
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Jul 31, 2025 · Filed Aug 4, 2025
Contents
Array Bank Facilities
Effective on August 4, 2025, in connection with the receipt of proceeds from the Closing, Array paid (or will pay) in full all indebtedness and other obligations outstanding under, and terminated (or will terminate): (a) the Senior Term Loan Credit Agreement, dated as of December 9, 2021, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto (as amended, restated, supplemented and otherwise modified from time to time) and (b) the Credit Agreement, dated as of December 17, 2021, among Array, Citibank, N.A., as administrative agent, and the lenders party thereto (as amended, restated, supplemented and otherwise modified from time to time) (collectively, the “Array Bank Facilities”).
Array will not incur any termination penalties as a result of the termination of the Array Bank Facilities.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information provided in the Introduction of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
On August 1, 2025, pursuant to the terms of the Purchase Agreement and each of the agreements ancillary to the Purchase Agreement, the transactions contemplated by the Purchase Agreement (the “Transactions”) were consummated, as described below. As a result of the Transactions, among other things, Array’s wireless operations and select spectrum assets were sold to Buyer.
The purchase price received by Array at the Closing pursuant to the Purchase Agreement, after giving effect to adjustments pursuant thereto at Closing, was approximately $4.3 billion in the aggregate (the “Adjusted Purchase Price”), with approximately $2.6 billion of the Adjusted Purchase Price being paid in cash and approximately $1.7 billion of the Adjusted Purchase Price being paid through the acceptance by Buyer in the Exchange Offer (as defined below) of outstanding Array Notes (as defined below). The Adjusted Purchase Price is subject to a potential post-Closing adjustment, in cash, as further described in Array’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2024 and in the Purchase Agreement.
As previously disclosed, $400,000,000 of the purchase price provided in the Purchase Agreement was allocated to certain spectrum licenses (the “Designated Entity Spectrum Licenses”) held by entities in which Array now holds 100% of the equity interests. The closing of the sale of the Designated Entity Spectrum Licenses to Buyer occurred at the Closing and, accordingly, no portion of the purchase price was deferred.
The Transactions were previously described in the Information Statement filed by Array with the SEC on July 26, 2024.
Array has included as Exhibit 99.1 to this Current Report on Form 8-K unaudited pro forma condensed consolidated financial information to illustrate the pro forma effects of the Transactions.
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