May 28 (Reuters) - T-Mobile will buy

substantially all of regional carrier United States Cellular's ( USM )

wireless operations in a deal valued at $4.4 billion,

the telecom giant said on Tuesday.

As part of the deal, T-Mobile will get U.S. Cellular's

customers, stores and some of its spectrum assets, the company

said.

Verizon was in talks to also buy parts of the regional

carrier, WSJ reported earlier this month.

T-Mobile will pay about $4.4 billion for the assets in a

combination of cash and up to $2 billion of debt it will assume

through an exchange offer to be made to some of U.S. Cellular's

debtholders.