Alaska Communications Announces Amendment of Purchase Price & Satisfaction of the Financing Condition in Connection with its ...
March 31 2017 - 8:55AM
Business Wire
Alaska Communications Systems Group, Inc. (NASDAQ: ALSK) (the
“Company”) announced today that it has amended certain terms of its
previously announced tender offer (the “Tender Offer”) to purchase
any and all of its outstanding 6.25% Convertible Notes due 2018
(the “Notes”). Among other things, the Company has amended and
supplemented the Original Offer Documents (as described below) to
(i) increase the purchase price to $1,037.50 per $1,000.00
principal amount of Notes that are validly tendered (and not
validly withdrawn) prior to 12:00 midnight, New York City time, on
April 14, 2017 (one minute after 11:59 p.m., New York City time, on
April 13, 2017), unless earlier terminated, and (ii) confirm the
satisfaction of the financing condition relating to the New Credit
Facility (as described below) on March 28, 2017.
On March 28, 2017, the Company’s wholly-owned subsidiary, Alaska
Communications Systems Holdings, Inc. (“Holdings”), satisfied
conditions precedent to the disbursement of funds by the lenders
under the Credit Agreement, dated March 13, 2017, between Holdings,
the Company and certain of the Company’s direct and indirect
subsidiaries, as guarantors, ING Capital LLC, as administrative
agent, and the lenders party thereto, which agreement provides for
a new credit facility arrangement for debt financing (the “New
Credit Facility”), and borrowed under the New Credit Facility an
aggregate principal amount of $180 million, a portion of which will
be used for payment in connection with the Tender Offer. The
Company deems this disbursement and borrowing under the New Credit
Facility as satisfaction of the financing condition relating to the
New Credit Facility described in the Original Offer Documents.
The terms and conditions of the Tender Offer prior to the
amendment described in this release were set forth in the Company’s
Offer to Purchase, dated March 17, 2017 (the “Original Offer to
Purchase”), and the related letter of transmittal (the “Original
Letter of Transmittal”), copies of which were previously filed as
exhibits to the Tender Offer Statement on Schedule TO filed with
the Securities and Exchange Commission (the “SEC”) on March 17,
2017 (the “Schedule TO” and, together with the Original Offer to
Purchase and the Original Letter of Transmittal, the “Original
Offer Documents”). The Original Offer Documents have been amended
and supplemented by Amendment No. 1 to the Schedule TO and its
exhibits (including Supplement No. 1 to the Offer to Purchase and
the Amended and Restated Letter of Transmittal), which were filed
with the SEC on March 31, 2017 (the “Amendment” and, together with
the Original Offer Documents, the “Offer Documents”).
The Company has appointed Odeon Capital Group LLC to act as
dealer manager for the Tender Offer and has retained Global
Bondholder Services Corporation to serve as the information agent
and the depositary. Questions regarding the Tender Offer may be
directed to Odeon Capital Group LLC at (212) 257-6164 (collect).
Requests for documents may be directed to Global Bondholder
Services Corporation at (866) 470-4200 (US toll-free) or (212)
430-3774 (collect).
Forward-Looking Statements
This press 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 the Company’s control. Such
factors include, without limitation, Federal and Alaska Universal
Service Fund changes, the Company’s ability to meet the terms and
conditions of the New Credit Facility and the related credit
agreement, draw down funds under and repay the New Credit Facility
and continue to meet applicable requirements under the New Credit
Facility, the Company’s ability to complete the Tender Offer or
otherwise repurchase the Notes or make repurchases of shares of
common stock under the Company’s repurchase plan or otherwise,
adverse economic conditions, the effects of competition in the
Company’s markets, its relatively small size compared with its
competitors, its ability to compete, manage, integrate, market,
maintain, and attract sufficient customers for its products and
services, adverse changes in labor matters, including workforce
levels, the Company’s ability to service its debt (including
pursuant to refinanced credit arrangements) and refinance as
required, labor negotiations, including renegotiating the
collective bargaining agreement, employee benefit costs, the
Company’s ability to control other operating costs, disruption of
suppliers’ provisioning of critical products or services, the
impact of natural or man-made disasters, changes in the Company’s
relationships with large customers, unforeseen changes in public
policies, regulatory changes, changes in technology and standards,
its internal control over financial reporting, and changes in
accounting standards or policies, which could affect reported
financial results. For further information regarding risks and
uncertainties associated with the Company’s business, please refer
to its SEC filings, including, but not limited to, the sections
entitled "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in its most
recent annual report on Form 10-K and any subsequent quarterly
reports on Form 10-Q. Copies of the Company's SEC filings may be
obtained by contacting its investor relations department at (907)
564-7556 or by visiting its investor relations website at
www.alsk.com or at the SEC’s website, www.sec.gov.
Important Information Regarding the Tender Offer
This press release shall not constitute an offer to purchase, or
a solicitation of an offer to sell, securities. The Tender Offer
may be made only pursuant to the terms and conditions of the Offer
Documents, as may be amended and supplemented, which have been
filed with the SEC. Holders of the Notes are encouraged to
carefully read the Offer Documents before making any decision with
respect to the Tender Offer because they contain important
information. The Offer Documents are available free of charge at
the website of the SEC at www.sec.gov. In addition, the Company
will provide copies of the Offer Documents upon request free of
charge to holders of the Notes.
About Alaska Communications
Alaska Communications (NASDAQ: ALSK) is the leading provider of
advanced broadband and managed IT services for businesses and
consumers in Alaska. The company operates a highly reliable,
advanced statewide data network with the latest technology and the
most diverse undersea fiber optic system connecting Alaska to the
contiguous U.S. For more information, visit
www.alaskacommunications.com or www.alsk.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170331005190/en/
Alaska Communications Media Contact:Heather Cavanaugh,
907-564-7722orAlaska Communications Investor Contact:Tiffany Smith,
907-564-7556investors@acsalaska.com
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