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0000950123-11-046795.txt : 20110509 0000950123-11-046795.hdr.sgml : 20110509 20110506181953 ACCESSION NUMBER: 0000950123-11-046795 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110503 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110509 DATE AS OF CHANGE: 20110506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALASKA COMMUNICATIONS SYSTEMS GROUP INC CENTRAL INDEX KEY: 0001089511 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522126573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28167 FILM NUMBER: 11821001 BUSINESS ADDRESS: STREET 1: 600 TELEPHONE AVENUE STREET 2: - CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 9072973000 MAIL ADDRESS: STREET 1: 600 TELEPHONE AVENUE STREET 2: - CITY: ANCHORAGE STATE: AK ZIP: 99503 FORMER COMPANY: FORMER CONFORMED NAME: ALEC HOLDINGS INC DATE OF NAME CHANGE: 19990624 8-K 1 v59150e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
May 3, 2011

Alaska Communications Systems Group, Inc.

(Exact name of registrant as specified in charter)


Delaware	002-28167	52-2126573

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


600 Telephone Avenue, Anchorage, Alaska		99503-6091

(Address of principal executive offices)		(Zip Code)


Company’s telephone number, including area code:		(907) 297-3000

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01		Other Events.

On May 3, 2011, Alaska Communications Systems Group, Inc. (the “Company”) issued a press release announcing that it intends to offer, subject to market conditions and other factors, $100 million aggregate principal amount of its Convertible Notes due 2018 in a private placement only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On May 5, 2011, the Company issued a press release announcing pricing of its private offering of $120 million aggregate principal amount of its 6.25% Convertible Notes due 2018, which was upsized from the previously announced $100 million aggregate principal amount offering, to be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The offering is expected to close on May 10, 2011, subject to customary closing conditions.

A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.

This report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits


	99.1			Press Release, dated May 3, 2011, announcing the Company’s commencement of the offering of its Convertible Notes due 2018
	99.2			Press Release, dated May 5, 2011, announcing pricing of $120 million the Company’s 6.25% Convertible Notes due 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


May 6, 2011	Alaska Communications Systems Group, Inc.
	By:	/s/ LARS A. DANNER
		Lars A. Danner
		Assistant Corporate Secretary

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated May 3, 2011, announcing the Company’s commencement of the offering of its Convertible Notes due 2018
99.2		Press Release, dated May 5, 2011, announcing pricing of $120 million the Company’s 6.25% Convertible Notes due 2018

EX-99.1 2 v59150exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

Alaska Communications Systems Announces Proposed Private Offering of
Convertible Notes

ANCHORAGE, Alaska, May 3, 2011 (BUSINESS WIRE) —

Alaska Communications Systems Group, Inc. (Nasdaq: ALSK) (“ACS”) announced today that it intends to offer, subject to market conditions and other factors, $100 million aggregate principal amount of its Convertible Notes due 2018 in a private placement. The notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended.

When issued, the notes will be unsecured obligations of ACS, subordinated in right of payment to ACS’s obligations under its senior credit facility as well as certain hedging agreements within the meaning of ACS’s senior credit facility. In addition, the notes will be fully and unconditionally guaranteed, on a joint and several unsecured basis, by all of ACS’s existing, majority-owned subsidiaries, other than its license subsidiaries, and certain of ACS’s future domestic subsidiaries. The note guarantees will be subordinated in right of payment to the note guarantor’s obligations under ACS’s senior credit facility as well as certain hedging agreements within the meaning of ACS’s senior credit facility.

ACS intends to use the net proceeds from the offering for its general corporate purposes, including repaying certain of its indebtedness and funding its capital expenditures, all in accordance with its senior credit facility.

The notes, the note guarantees and the shares of ACS common stock issuable upon conversion, if any, will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any relevant jurisdiction.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Alaska Communications Systems Group, Inc.

Headquartered in Anchorage, ACS, through its subsidiaries, provides wireline, wireless and other telecommunications and technology services to consumer, business and enterprise customers in the State of Alaska and beyond using its statewide and interstate network.

Forward-Looking Statements

This press release contains forward-looking statements, including those relating to: the notes offering and aggregate principal amount of the notes; use of the net proceeds of the offering. Forward-looking statements provide current expectations or forecasts of future events and are indicated by such words as “believes,” “expects,” “intends” and similar words and are not guarantees of future performance, nor should they be relied upon as representing ACS’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and

uncertainties. Actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, ACS’s ability to effectively execute its business and capital plans; changes in general economic and market conditions, including the stock market; changes in interest rates, including interest rate resets; and changes in the competitive environment, including the possible entry of Verizon Wireless, either by itself or by partnering with a local provider, into the Alaskan wireless market. Additional risks and uncertainties and other information concerning factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements are available in the company’s annual report on Form 10-K for the year ended December 31, 2010, the company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2011 and subsequent filings with the Securities and Exchange Commission. ACS specifically disclaims any obligation to update these statements.

CONTACT:
ACS Corporate Communications
Heather Cavanaugh, 907-564-7722
Director, Corporate Communications
heather.cavanaugh@acsalaska.com
or
Michael Allen, 907-564-7556
Vice President, Investor Relations and Financial Planning & Analysis
investors@acsalaska.com

SOURCE: Alaska Communications Systems Group, Inc.

EX-99.2 3 v59150exv99w2.htm EX-99.2 exv99w2

Exhibit 99.2

Alaska Communications Systems Announces Pricing of Private Offering of $120
Million of 6.25% Convertible Notes

ANCHORAGE, Alaska, May 5, 2011 (BUSINESS WIRE) —

Alaska Communications Systems Group, Inc. (Nasdaq: ALSK) (“ACS”) announced today the pricing of its private offering of $120 million aggregate principal amount of its 6.25% Convertible Notes due 2018, which was upsized from the previously announced $100 million aggregate principal amount offering, to be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. The offering is expected to close on May 10, 2011, subject to customary closing conditions.

The notes will be ACS’s unsecured obligations, subordinated in right of payment to ACS’s obligations under its senior credit facility as well as certain hedging agreements within the meaning of ACS’s senior credit facility. The notes will also rank equally in right of payment with all of ACS’s other existing and future senior indebtedness, and will be senior in right of payment to all of ACS’s future subordinated obligations.

The notes will be fully and unconditionally guaranteed, on a joint and several unsecured basis, by all of ACS’s existing, majority-owned subsidiaries, other than its license subsidiaries, and certain of ACS’s future domestic subsidiaries. The note guarantees will be subordinated in right of payment to the note guarantor’s obligations under ACS’s senior credit facility as well as certain hedging agreements within the meaning of ACS’s senior credit facility.

The notes will pay interest semi-annually on May 1 and November 1 at a rate of 6.25% per year, commencing on November 1, 2011, and will mature on May 1, 2018. Holders of the notes will have the right to require ACS to repurchase its notes for cash, in whole or in part, in the event of a fundamental change at 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest.

Prior to February 1, 2018, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the stated maturity date. The notes will be convertible at an initial conversion rate of 97.2668 shares of ACS common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $10.28 per share of ACS common stock, which represents a 15% conversion premium to the last sale price of $8.94 per share of ACS common stock on the NASDAQ on May 4, 2011. In addition, following certain corporate transactions that occur prior to the maturity date, ACS will, in certain circumstances, increase the conversion rate for a holder that elects to convert its notes in connection with such a corporate transaction. Upon conversion, the conversion obligation will be settled, at ACS’s election, in cash, shares of ACS common stock or a combination thereof.

ACS estimates that the proceeds from the offering, after deducting fees and estimated offering expenses, will be approximately $115.1 million. ACS intends to use the net proceeds from the offering for its general corporate purposes, including repaying certain of its indebtedness and funding its capital expenditures, all in accordance with its senior credit facility.

The notes, the note guarantees and the shares of ACS common stock issuable upon conversion, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any relevant jurisdiction.

About Alaska Communications Systems Group, Inc.

Forward-Looking Statements

This press release contains forward-looking statements, including those relating to: the notes offering; use of the net proceeds of the offering. Forward-looking statements provide current expectations or forecasts of future events and are indicated by such words as “believes,” “expects,” “intends” and similar words and are not guarantees of future performance, nor should they be relied upon as representing ACS’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, ACS’s ability to effectively execute its business and capital plans; changes in general economic and market conditions, including the stock market; changes in interest rates, including interest rate resets; and changes in the competitive environment, including the possible entry of Verizon Wireless, either by itself or by partnering with a local provider, into the Alaskan wireless market. Additional risks and uncertainties and other information concerning factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements are available in ACS’s annual report on Form 10-K for the year ended December 31, 2010, ACS’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2011 and subsequent filings with the Securities and Exchange Commission. ACS specifically disclaims any obligation to update these statements.

SOURCE: Alaska Communications Systems Group, Inc.