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):
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February
2, 2015
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ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-28167
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52-2126573
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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600 Telephone Ave, Anchorage, Alaska
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99503
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code
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907 - 297 - 3000
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(Former name or former address, if changed since last report.)
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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 February 2, 2015, Alaska Communications Systems Group, Inc. (the
“Company”) and General Communication, Inc. (“GCI”) issued a press
release (“Joint Press Release”) in connection with the announcement of
the transaction described in Item 8.01 below. A copy of the Joint Press
Release is attached hereto as Exhibit 99.1 and is incorporated by
reference.
Also on February 2, 2015 the Company issued a separate press release
regarding 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.
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 February 2, 2015, the Company and GCI announced that they have
completed the previously announced transaction under which the Company
agreed to sell its wireless subscriber base and its one-third interest
in The Alaska Wireless Network, LLC to GCI for $300 million. 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
Exhibit No.
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Description
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99.1
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Alaska Communications Systems Group, Inc. and General Communication,
Inc. joint Press Release dated February 2, 2015.
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99.2
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Alaska Communications Systems Group, Inc. Press Release dated
February 2, 2015.
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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.
Date: February 2, 2015
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Alaska Communications Systems Group, Inc.
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/s/ Leonard A. Steinberg
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Leonard A. Steinberg
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Corporate Secretary
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Exhibit Index
Exhibit No.
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Description
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99.1
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Alaska Communications Systems Group, Inc. and General
Communication, Inc. joint Press Release dated February 2, 2015.
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99.2
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Alaska Communications Systems Group, Inc. Press Release dated
February 2, 2015.
|
Exhibit 99.1
Alaska
Communications Closes Transaction of Selling Its Wireless Business to
GCI for $300 Million
ANCHORAGE, Alaska--(BUSINESS WIRE)--February 2, 2015--Alaska
Communications (NASDAQ:ALSK) and General Communication, Inc. (“GCI”)
(NASDAQ:GNCMA) today announced the companies have completed the
previously announced transaction for Alaska Communications to sell its
wireless subscriber base and its one-third interest in the Alaska
Wireless Network, LLC (“AWN”) to GCI for $300 million.
Under the terms of the agreement, GCI assumed Alaska Communications’
wireless subscribers. Services will be uninterrupted.
The two companies have agreed upon a service transition plan for former
Alaska Communications wireless customers. This will ensure a seamless
continuation of service as wireless customers are transitioned to GCI.
Alaska Communications and GCI will notify customers with further details
regarding the transition and customers do not need to take any action at
this time.
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 Completes the Sale of its Wireless Business
-Net
proceeds being used to deleverage balance sheet, achieving one of the
lowest leverage levels in the industry-
ANCHORAGE, Alaska--(BUSINESS WIRE)--February 2, 2015--Alaska
Communications (NASDAQ:ALSK), has closed the sale of its wireless assets
to General Communication, Inc. (NASDAQ:GNCMA). Net proceeds from this
transaction will be used to pay down debt. A stronger balance sheet,
combined with revenue and earnings growth, better positions the company
to pursue additional opportunities to create shareholder value.
“We can now focus on our business broadband and managed IT solutions
strategy, which provides our greatest areas of growth and highest levels
of profitability. Our broadband assets 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,” said Alaska
Communications President and CEO Anand Vadapalli.
“When we announced this transaction in December 2014, we said that by
eliminating the negative margins associated with the retail wireless
business and by realizing additional synergies, we were targeting a
pro-forma run-rate EBITDA of $54 million and a leverage ratio of 3.1x
annual EBITDA. The operational plan to perform at or better than these
levels is underway. We will provide a comprehensive update of this plan
at our 2014 earnings conference call scheduled for Thursday, March 5,
2015,” said Alaska Communications CFO Wayne Graham.
Alaska Communications Fourth Quarter and Full Year 2014 Financial
Results
Further information about the benefits of the transaction, including the
final net proceeds and the plan to achieve synergies will be provided
during the Fourth Quarter and Full Year 2014 Financial Results earnings
call. The Company will release financial results for the fourth quarter
and full year 2014 shortly after markets close Wednesday March 4, 2015.
The company will host a conference call and live webcast Thursday, March
5, 2015, at 5:00 p.m. Eastern time to discuss the results. The live
webcast will include a slide presentation. Parties in the United States
and Canada can access the call at 1-888-554-1422 and enter passcode
563023. All other parties can access the call at 1-719-457-2663.
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 April 6, 2015 at 4:00 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 1673988 9717877. All other parties
can call 1-719-457-0820 and enter pass code 1673988 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:
Investor Relations:
Alaska Communications
Tiffany
Dunn, 907-564-7556
Manager, Board and Investor Relations
ACSInvestors@acsalaska.com
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