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): |
February
2, 2015 |
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
000-28167 |
52-2126573 |
||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
600 Telephone Ave, Anchorage, Alaska |
99503 |
|
|
(Address of principal executive offices) |
(Zip Code) |
|
Registrant’s telephone number, including area code |
907 - 297 - 3000 |
| (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 (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. |
Description |
|
| 99.1 | Alaska Communications Systems Group, Inc. and General Communication, Inc. joint Press Release dated February 2, 2015. | |
| 99.2 | Alaska Communications Systems Group, Inc. Press Release dated February 2, 2015. |
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.
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Date: February 2, 2015 |
Alaska Communications Systems Group, Inc. |
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|
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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. |
Description |
| 99.1 |
Alaska Communications Systems Group, Inc. and General Communication, Inc. joint Press Release dated February 2, 2015. |
|
99.2 |
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