ALSK Alaska Communications Systems Group Inc

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

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2. below):

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

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

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

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

Item 7.01        Regulation FD Disclosure.

On December 4, 2014, Alaska Communications Systems Group, Inc. (the “Company”) and General Communications, Inc. (“GCI”) entered into the transaction described in Item 8.01 below. The Company and GCI issued a joint press release (“Joint Press Release”) in connection with the announcement of the same transaction on December 4, 2014.  A copy of the Joint Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Also on December 4, 2014 the Company issued a press release announcing an investor call and presentation contemplating the transaction announced in the Joint Press Release.  A copy of the Company’s press release is attached hereto as Exhibit 99.2 and is incorporated by reference.  The presentation of supplemental information which will be reviewed on the Company’s investor call to be held on December 4, 2014 will be made available on the Company’s Investor Relations website at http://www/alsk.com at the time of the call and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Form 8-K, the information disclosed in this Item 7.01 is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. In addition, the Company undertakes no duty or obligation to publicly update or revise the information included in the Item 7.01.

Item 8.01        Other Events.

On December 4, 2014, the Company and GCI entered into a transaction under which GCI will acquire all right, title and interest of the Company and its subsidiaries in The Alaska Wireless Network, LLC.  The Company anticipates filing a Current Report on Form 8-K under Item 2.01, Completion of Acquisition or Disposition of Assets, within the prescribed time period.

Item 9.01        Financial Statements and Exhibits.

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.

Exhibit Index

Exhibit 99.1

GCI to Purchase Wireless Subscriber Base from Alaska Communications

Alaska Communications Also Sells its Minority Interest in its Partnership with GCI

ANCHORAGE, Alaska--(BUSINESS WIRE)--December 4, 2014--Alaska Communications System Group, Inc. (NASDAQ:ALSK) and General Communication, Inc. (GCI) (NASDAQ:GNCMA) have signed definitive agreements for Alaska Communications to sell its wireless subscriber base and its 33 percent interest in its partnership in the Alaska Wireless Network, LLC (AWN) to GCI for $300 million.

Under the terms of the agreements and upon close:

• GCI will assume Alaska Communications’ wireless subscriber base. Services will be uninterrupted and will continue to operate statewide and nationally.
  • As of September 30, 2014, Alaska Communications had approximately 109,000 wireless customers.
• GCI will purchase Alaska Communications’ 33 percent interest in AWN and will then own 100 percent of AWN. Upon close, these agreements will eliminate future preferred and partnership distributions that otherwise would have been due under the original AWN agreements. Up until close Alaska Communications will continue to receive preferred distributions from AWN.
• The two companies have agreed upon a service transition plan for Alaska Communications customers. This will ensure a seamless continuation of service as they are transitioned to GCI.
• Alaska Communications wireless customers will continue to enjoy service on Alaska’s only statewide network.
• The transaction is targeted to close in the first quarter, 2015, and is subject to certain closing conditions.

“We are pleased to reach these agreements that allow each company to pursue its own strategy,” said Alaska Communications President and CEO Anand Vadapalli and GCI President and CEO Ron Duncan in a joint statement. “We are committed to a seamless service transition for wireless customers. Alaskans will continue to benefit from a vibrant competitive market for wireless services.”

Vadapalli added, “We appreciate the loyal support of our wireless customers and thank our wireless team who consistently deliver excellent customer service. We will continue to provide customers with this same level of quality service and support during the transition of wireless services.”

Duncan concluded, “We welcome wireless subscribers from Alaska Communications and are committed to providing them the latest technologies and superior customer service on Alaska’s only statewide network.”

GCI and Alaska Communications will notify customers with further details regarding this transition and customers do not need to take any action at this time.

About the Alaska Wireless Network (AWN)

AWN was formed in July 2013 and combined the wireless network assets of Alaska Communications and GCI. The transaction was designed to position the two companies to better compete against national wireless carriers. Under terms of the agreement, GCI retained two-thirds ownership and Alaska Communications retained one-third ownership.

About Alaska Communications

Alaska Communications (NASDAQ: ALSK) is a leading provider of advanced broadband and managed service solutions for businesses and consumers in Alaska. The Company operates a highly reliable, advanced statewide data and voice network with the latest technology and the most diverse undersea fiber optic system connecting Alaska to the contiguous United States. For more information, visit www.alaskacommunications.com or www.alsk.com.

About GCI

GCI is the largest Alaska-based and -operated, integrated telecommunications provider, offering wireless, voice, data, and video services statewide. Learn more about GCI at www.gci.com.

Forward-Looking Statements

This joint release includes certain "forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events made using information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside GCI’s or Alaska Communications’ control. For further information regarding risks and uncertainties associated with either company's business, please refer to either GCI's or Alaska Communications' SEC filings.

CONTACT:
Alaska Communications Contacts:
Media:
Heather Cavanaugh, 907-564-7722
Director, Corporate Communications
Heather.Cavanaugh@acsalaska.com
or
Investor Relations:
Tiffany Dunn, 907-564-7556
Manager, Board and Investor Relations
acsinvestors@acsalaska.com
or
GCI Contacts:
Media:
David Morris, 907-265-5396
VP, Corporate Communications
dmorris@gci.com
or
Investor Relations:
Tom Chesterman, 907-868-1585
VP, Finance
investor@gci.com

Exhibit 99.2

Alaska Communications Sells Remaining Wireless Assets for $300 Million

-Significant deleveraging event, achieving one of the lowest leverage levels in the industry-

-Targeting Adjusted EBITDA improvements of approximately $12 million-

-Revealing the inherent value of Broadband and Managed IT Solutions business-

ANCHORAGE, Alaska--(BUSINESS WIRE)--December 4, 2014--Alaska Communications (NASDAQ: ALSK) has entered into a transaction to sell its remaining wireless assets to GCI Communications, Inc. (NASDAQ: GNCMA) for $300 million and plans to use net proceeds to deleverage its balance sheet. A stronger balance sheet, combined with top and bottom line growth, better positions the company to evaluate a variety of additional opportunities to create shareholder value.

“Selling our wireless business increases attention to our greatest areas of growth and highest levels of profitability,” said Alaska Communications President and CEO Anand Vadapalli. “Upon closing, we will significantly strengthen our balance sheet by reducing debt by $250 million. Following closing, we expect to improve Adjusted EBITDA by creating synergies of approximately $12 million. Together with eliminating the overhang from wireless, this will reveal the underlying inherent value of our broadband and managed IT solutions business, opening gateways for new opportunities to create shareholder value.”

Moving Forward with Focus

“We are demonstrating great success in our business broadband strategy, evidenced by the trust placed in us by our longtime customers, like Anchorage School District, and new customers, like the State of Alaska. Our broadband investments are already yielding industry leading revenue growth. As we focus our attention and resources on reliable broadband and managed IT solutions, we look to be the partner of choice for Alaska businesses fortifying our customer relationships by delivering improved service.”

“We appreciate the loyal support of our wireless customers and thank our wireless team who consistently deliver excellent customer service. We are committed to providing customers with this same level of quality service and support during the transition of wireless services,” concluded Vadapalli.

Wireless customers will not see any immediate changes and do not need to take any action at this time and Alaska Communications will notify customers with further details regarding this transition. Alaska Communications will continue to serve businesses, governments and other carriers with its full range of managed IT solutions delivered over highly reliable carrier-class Ethernet networks.

Transaction Detail

In a separate release issued earlier today, Alaska Communications announced it agreed to sell its 33 percent interest in The Alaska Wireless Network, LLC and its wireless subscriber base to GCI for $300 million in cash. The parties expect the transaction to close in the first quarter of 2015. Alaska Communications will continue to receive preferred dividend payments from the AWN joint venture until close. Alaska Communications will incur costs associated with the transaction that include wind down costs of its retail stores, fees and expenses, purchase price adjustments and taxes. The proceeds net of these items are expected to be approximately $250 million. Alaska Communications will dedicate these proceeds to reduce debt to approximately $165 million from approximately $415 million, which will improve the net debt leverage ratio to 3.1x on a pro forma basis from 4.5x. This moves Alaska Communications from one of the highest to one of the lowest levered companies in its sector. Additionally, the company will improve Adjusted EBITDA by eliminating approximately $4 million of negative wireless retail margins and creating approximately $8 million of additional synergies in cost savings associated from simplifying the business.

Evercore Partners and Stephens Inc. provided fairness opinions to the Board of Alaska Communications related to the transaction. Sidley Austin LLP served as legal advisors to Alaska Communications. As part of the transaction, the company is seeking consent from its existing secured lenders. JPMORGAN CHASE BANK, N.A. is the administrative agent for the senior secured credit facilities.

Alaska Communications Conference Call

The Company will host a conference call and live webcast on Dec. 5 at 3:00 p.m. Eastern Time to discuss the transaction. The live webcast will include a slide presentation. Parties in the United States and Canada can access the call at 1-877-397-0291 and enter passcode 771611. All other parties can access the call at 1-719-325-4757.

The live webcast of the conference call will be accessible from the "Events Calendar" section of the Company's website (www.alsk.com). The webcast will be archived for a period of 90 days. A telephonic replay of the conference call will also be available two hours after the call and will run until Jan. 6, 2015 at 6:00 p.m. Eastern Time. To hear the replay, parties in the United States and Canada can call 1-888-203-1112 and enter pass code 9717877. All other parties can call 1-719-457-0820 and enter pass code 9717877.

About Alaska Communications

Alaska Communications (NASDAQ: ALSK) is a leading provider of advanced broadband and managed service solutions for businesses and consumers in Alaska. The Company operates a highly reliable, advanced statewide data and voice network with the latest technology and the most diverse undersea fiber optic system connecting Alaska to the contiguous United States. For more information, visit www.alaskacommunications.com or www.alsk.com.

Non-GAAP Financial Measures

This release includes information related to management's estimate of adjusted EBITDA. Adjusted EBITDA, in this context, may not be consistent with EBITDA measures used by other companies, are not measurements under generally accepted accounting principles (GAAP) and should not be considered a substitute for other measures of financial performance recorded in accordance with GAAP. Management of Alaska Communications believes that EBITDA provides useful information to investors. Due to the complexities of estimating cash from operations in future periods, the company is not able to provide a reconciliation of adjusted EBITDA to its nearest GAAP measure.

Forward-Looking Statements

This release includes certain "forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events made using information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside Alaska Communications control. For further information regarding risks and uncertainties associated with the company's business, please refer to Alaska Communications' SEC filings.

CONTACT:
Alaska Communications
Media Relations:
Heather Cavanaugh, 907-564-7722
Director, Corporate Communications
or
Investor Relations:
Tiffany Dunn, 907-564-7556
Manager, Board and Investor Relations
ACSInvestors@acsalaska.com