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 15, 2018 (May 14, 2018)
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-28167 | 52-2126573 | |
| (Commission File Number) | (IRS Employer Identification No.) |
600 Telephone Avenue, Anchorage, Alaska 99503-6091
(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): Not Applicable
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 14, 2018, the Board of Directors (the “Board”) of Alaska Communications Systems Group, Inc., a Delaware corporation (“Alaska Communications”), approved an exemption request process (the “Exemption Request Process”) for current and potential stockholders of Alaska Communications to follow with respect to the submission of a request to the Board requesting an exemption (an “Exemption Request”) under the Alaska Communications Section 382 Tax Benefits Preservation Plan, dated as of January 8, 2018 (the “Section 382 Tax Benefits Preservation Plan”), to effect an acquisition of Alaska Communications’ Common Stock, $0.01 par value per share (the “Common Stock”), that would, if consummated, result in such person (together with its affiliates and associates) beneficially owning 4.99% or more of the then-outstanding Common Stock (or, in the case of an Existing Holder (as defined in the Section 382 Tax Benefits Preservation Plan), additional shares of Common Stock) and, thereby, in the absence of an exemption being approved by the Board, would result in such person being deemed an Acquiring Person (as defined in the Section 382 Tax Benefits Preservation Plan). The Exemption Request Process also provides certain information on how the Board intends to consider Exemption Requests that are submitted to it. A copy of the Exemption Request Process approved by the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 15, 2018, Alaska Communications issued a press release announcing the Board’s approval of the Exemption Request Process. A copy of such press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
Important Additional Information And Where To Find It
Alaska Communications, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Alaska Communications’ stockholders in connection with the matters to be considered at Alaska Communications’ 2018 Annual Meeting of Stockholders. Information regarding the names of Alaska Communications’ directors and executive officers and their respective interests in Alaska Communications by security holdings or otherwise can be found in Alaska Communications’ definitive proxy statement for its 2018 Annual Meeting of Stockholders, filed with the SEC on May 11, 2018. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS THAT MAY BE FILED BY ALASKA COMMUNICATIONS WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain the proxy statement, any amendments or supplements to the proxy statement, the accompanying proxy card, and other documents filed by Alaska Communications with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of Alaska Communications’ corporate website at www.alsk.com, by writing to Alaska Communications’ Corporate Secretary at Alaska Communications Systems Group, Inc., 600 Telephone Avenue, Anchorage AK 99503 or by contacting Alaska Communications’ investor relations department at (907) 564-7556.
SIGNATURE
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: May 15, 2018 | ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. | |||||
| /s/ Leonard A. Steinberg | ||||||
| Leonard A. Steinberg | ||||||
| Corporate Secretary | ||||||
Exhibit 99.1
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(THE “COMPANY”)
PROCESS FOR THE SUBMISSION OF EXEMPTION REQUESTS BY POTENTIAL OR EXISTING STOCKHOLDERS OF THE COMPANY SEEKING AN EXEMPTION FROM BEING DEEMED AN ACQUIRING PERSON UNDER THE COMPANY’S SECTION 382 TAX BENEFITS PRESERVATION PLAN
Adopted as of May 14, 2018
The purpose of this document (the “Exemption Request Process”) is to provide a process for the stockholders of Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), to follow with respect to the submission of requests to the Board of Directors of the Company (the “Board”) by current or potential stockholders of the Company for an exemption under the Company’s Section 382 Tax Benefits Preservation Plan, dated as of January 8, 2018 (the “Tax Benefits Plan”), that are seeking to effect any acquisition of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”) that would, if consummated, result in such person (together with its Affiliates and Associates) beneficially owning 4.99% or more of the then-outstanding Common Stock (or, in the case of an Existing Holder, additional shares of Common Stock) and, thereby, in the absence of an exemption being approved by the Board, would result in such person being deemed an Acquiring Person (as defined in the Tax Benefits Plan). The Exemption Request Process also provides guidance on how the Board will consider Exemption Requests that are submitted to it. Capitalized terms used in this Exemption Request Process but not defined herein shall have the meanings ascribed thereto in the Tax Benefits Plan.
| 1. | Any person who desires to effect any acquisition of Common Stock that would, if consummated, result in such person (together with its Affiliates and Associates) beneficially owning 4.99% or more of the then-outstanding Common Stock (or, in the case of an Existing Holder, additional shares of Common Stock) (a “Requesting Person”) may, prior to the acquisition of the Common Stock and in accordance with this Exemption Request Process, request that the Board grant an exemption with respect to the acquisition of Beneficial Ownership by such Requesting Person of up to a number of the shares of Common Stock determined by the Board (the “Exempted Number”) so that such acquisition would not cause such person to become an Acquiring Person under the Tax Benefits Plan, unless and until such person acquires Beneficial Ownership of shares of Common Stock of the Company in excess of the Exempted Number (other than pursuant to a stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company) in which case such person shall be an Acquiring Person (an “Exemption Request”). |
| 2. | An Exemption Request shall be in proper form containing the information, representations, acknowledgments and agreements set forth in Exhibit A hereto, and shall be delivered by registered mail, return receipt requested, to the Secretary of the Company at the principal executive office of the Company. An Exemption Request shall also be submitted to the Company via electronic email to investors@acsalaska.com with “exemption request” in the subject line. |
| 3. | To be in proper form, an Exemption Request shall set forth in writing (i) the name and address of the Requesting Person, together with all Affiliates and Associates of the Requesting Person, (ii) the number and percentage of shares of Common Stock then beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, (iii) to the extent that the transaction or transactions will not be made through open market purchases, a reasonably detailed description of the transaction or transactions by which the Requesting Person proposes to acquire Beneficial Ownership of Common Stock aggregating to 4.99% or more of the then outstanding Common Stock (or, in the case of an Existing Holder, additional shares of Common Stock), (iv) the maximum number and percentage of shares of Common Stock that the Requesting Person proposes to acquire pursuant to the Exemption Request, and (v) the time period during which the Requesting Person proposes to acquire Common Stock pursuant to the Exemption Request. |
| 4. | To further be in proper form, the Requesting Person shall represent in an Exemption Request the following in connection with any purchase of Common Stock contemplated by the Exemption Request: (i) the Requesting Person acknowledges the Tax Benefits Plan and the terms and conditions thereof, including that any person must seek a waiver or exemption from the Company under the Tax Benefits Plan prior to acquiring beneficial ownership of 4.99% or more of any shares of the Common Stock (or, in the case of Existing Holders, additional shares of Common Stock), (ii) the Requesting Person shall not proceed with any acquisitions of Common Stock contemplated by an Exemption Request until such time, if ever, as such Exemption Request is expressly approved by the Board in a writing provided to the Requesting Person, (iii) the Requesting Person is not acting in a concerted or coordinated manner with another stockholder of the Company except as disclosed in the Exemption Request, (iv) the Requesting Person is not in possession of material, non-public information regarding the Company, (v) the Requesting Person (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of any purchase of Common Stock pursuant to an Exemption Request, (vi) the Requesting Person shall not rely upon any express or implied representations, warranties or statements of any nature made by or on behalf of the Company (other than those contained in the Company’s public filings with the Securities and Exchange Commission or the Company’s other broadly disseminated public disclosures), whether or not any such representations, warranties or statements were made in writing or orally, (vii) the Requesting Person acknowledges and understands that the Company and its officers and Affiliates may possess material non-public information not known to the Requesting Person that may impact the value of the Common Stock (the “Confidential Information”), that the Company has not disclosed to the Requesting Person, including without limitation, (a) information received by directors, officers and other employees of the Company in their capacities as such, (b) information received by the Company on a confidential basis, and (c) information received on a privileged basis from its attorneys and financial advisers, (viii) the Requesting Person understands, based on its experience, the disadvantage to which the Requesting Person is subject due to the disparity of information between the Requesting Person and the Company, including, but not limited to, the lack of access to the Confidential Information, (ix) the Requesting Person acknowledges and agrees that the Company shall |
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| have no liability to the Requesting Person whatsoever due to or in connection with the Company’s use or non-disclosure of the Confidential Information, and such Requesting Person hereby irrevocably waives any claims that it might have based on the failure of the Company or any of its Affiliates to disclose the Confidential Information to such Requesting Person, and such Requesting Person hereby irrevocably waives any claims that it might have based on any such acts or omissions, (x) the Requesting Person understands and acknowledges that the Company is under no obligation to approve any future Exemption Request, including, but not limited to, an Exemption Request for any future transferee of a Requesting Person, and (xi) the Requesting Person understands and acknowledges that the Exemption Request and any approval thereof is specific to the Requesting Person, applies only to the Requesting Person and not to any Affiliates, Associates or any other person, and is non-transferrable and non-assignable and, accordingly, cannot be sold, assigned, pledged, encumbered, or otherwise transferred to any other Person. |
| 5. | The Exemption Request shall be signed and dated by an appropriate officer or authorized person of the Requesting Person representing that all information in the Exemption Request is true, correct and complete in all respects, and that the Exemption Request does not (i) contain any untrue statements of a fact, or (ii) omit to state a fact necessary to make the statements therein not misleading. |
| 6. | The Requesting Person shall respond promptly to requests from the Board and its advisors for additional information, or verification of information, to assist the Board in making its determination. Upon written request by the Secretary of the Company, the Board or any duly authorized committee thereof, any Requesting Person shall provide, within five (5) business days of delivery of such request (or such other period as may be specified in such request) such requested additional information or written verification, as the case may be, in a form and manner, including, if requested, an executed and notarized affidavit, satisfactory in the reasonable discretion of the Board, any duly authorized committee thereof or any duly authorized officer of the Company, to demonstrate the accuracy of any information submitted by the Requesting Person in any Exemption Request. If a Requesting Person fails to provide such additional information or written verification within such period, the Board may, in its sole discretion, reject such Exemption Request. |
| 7. | Exemption Requests shall be queued and considered on a first-in, first-out basis; provided however that any failure by a Requesting Person to either (i) submit an Exemption Request to the Company in proper form as required by this Exemption Request Process, or (ii) respond promptly to reasonable and appropriate requests from the Board and its advisors for additional information, or verification of information, to assist the Board in making its determination may cause such Requesting Person’s Exemption Request to jeopardize its order of priority in the queue. |
| 8. | The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of the Company and the Requesting Person, did not come to be members of the Board pursuant to any agreement, arrangement or understanding between the Company and the Requesting Person and are disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors shall be deemed to be the determination of the Board for purposes of such Exemption Request. |
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| 9. | The Board shall make a determination, in its sole discretion and on whatever basis it deems appropriate, whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within twenty (20) Business Days) after receipt thereof; provided, however, that the failure of the Board to make a determination within such period shall be deemed to constitute the automatic denial by the Board of the Exemption Request. |
| 10. | The Board may make any determination to approve an Exemption Request in whole or in part, and may subject its approval of an Exemption Request to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine, in its sole discretion, to be necessary or desirable to provide for the protection and preservation of the Company’s net operating loss carryforwards (the “NOLs”). |
| 11. | To the extent that the Board determines to grant an exemption in response to an Exemption Request, such granted exemption (the “Tax Benefits Plan Exemption”) shall only be valid and effective for twenty (20) Business Days and shall cease to be effective to exempt any acquisition of Common Stock by the Requesting Person at 5:00 p.m. Alaska Time on the twentieth (20th) Business Day following the date that the Board notifies the Requesting Person that the Board had granted the Exemption Request. |
| 12. | To the extent that the Board determines to reject an Exemption Request, the Board shall have no obligation to justify or explain its determination to the Requesting Person. |
| 13. | To the extent that a Requesting Person elects to purchase any shares of Common Stock pursuant to a Tax Benefits Plan Exemption, the Requesting Person agrees to notify the Company in writing of all such share purchases within two (2) Business Days of any such share purchase or series of share purchases that represent in the aggregate one percent (1%) or more of the Common Stock then outstanding which transaction or transactions the Requesting Person has completed since the most immediately preceding written notification to the Company of any purchases of Common Stock pursuant to the Tax Benefits Plan Exemption or, in the case of the first purchase made after the granting of a Tax Benefits Plan Exemption, since the granting of such exemption. |
| 14. | The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion, and in consultation with its tax, financial and legal advisors, that the acquisition of Beneficial Ownership of Common Stock by the Requesting Person would not limit or impair the availability to the Company of its NOLs, taking into consideration among other factors, (i) the most recent analysis of the NOLs and their risk of being limited under Section 382 of the Internal Revenue Code prepared by the Company’s external tax advisors within a six (6) month period immediately preceding the date of receipt by the Company of the Exemption Request, (ii) the other Exemption Requests that the Company has approved during a rolling three-year look-back period, (iii) the extent to which a stockholder or a group of stockholders that is deemed to own at least five percent (5%) of |
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| the Common Stock have increased their ownership (individually, or collectively with other such five percent (5%) stockholders) of Common Stock from their lowest ownership percentage within a rolling three-year period (“Aggregate Ownership Shift Percentage”), (iv) the proximity of the Aggregate Ownership Shift Percentage to fifty (50) percentage points and taking into consideration the need to provide an appropriate buffer between the Aggregate Ownership Shift Percentage and fifty (50) percentage points, and (v) the extent to which the Company is otherwise at risk of experiencing an “ownership change” that could limit or impair the availability to the Company of its NOLs. |
| 15. | To the extent that there is any conflict or inconsistency between this Exemption Request Process and the Tax Benefits Plan, the terms of the Tax Benefits Plan shall govern and control. |
| 16. | The Board reserves the right to amend the terms of, suspend and terminate this Exemption Request Process from time to time without any prior notice to any person except as required by applicable law. |
| 17. | A copy of this Exemption Request Process shall be posted on the investor relations section of the Company’s website. |
Please contact Leonard A. Steinberg, the Company’s Senior Vice President—Legal, Regulatory & Government Affairs, General Counsel and Corporate Secretary, if you have any questions about this Exemption Request Process.
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EXHIBIT A
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
FORM OF EXEMPTION REQUEST
Defined terms herein shall have the meaning ascribed thereto in the Exemption Request Process and the Tax Benefits Plan.
| 1. | The name and address of the Requesting Person, together with all Affiliates and Associates of the Requesting Person. |
| 2. | The number and percentage of shares of Common Stock then beneficially owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person. |
| 3. | To the extent that the transaction or transactions will not be made through open market purchases, a reasonably detailed description of the transaction or transactions by which the Requesting Person proposes to acquire Beneficial Ownership of Common Stock aggregating to 4.99% or more of the then outstanding Common Stock (or, in the case of an Existing Holder, additional shares of Common Stock). |
| 4. | The maximum number and percentage of shares of Common Stock that the Requesting Person proposes to acquire pursuant to the Exemption Request. |
| 5. | The time period during which the Requesting Person proposes to acquire Common Stock pursuant to the Exemption Request. |
| 6. | Agreement by the Requesting Person not to proceed with any acquisitions of Common Stock contemplated by an Exemption Request until such time, if ever, as such Exemption Request is expressly approved by the Board in a writing provided to the Requesting Person (such approval, a “Tax Benefits Plan Exemption”). |
| 7. | Representations from the Requesting Person with respect to the following: |
| a. | Representation that, in connection with any purchase of Common Stock contemplated by the Exemption Request, the Requesting Person is not acting in a concerted or coordinated manner with another stockholder of the Company except as disclosed in the Exemption Request. |
| b. | Representation that, in connection with any purchase of Common Stock contemplated by the Exemption Request, the Requesting Person is not in possession of material, non-public information regarding the Company. |
| c. | Representation that, in connection with any purchase of Common Stock contemplated by the Exemption Request, the Requesting Person (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of any purchase of Common Stock pursuant to an Exemption Request. |
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| d. | Representation that, in connection with any purchase of Common Stock contemplated by the Exemption Request, the Requesting Person shall not rely upon any express or implied representations, warranties or statements of any nature made by or on behalf of the Company (other than those contained in the Company’s public filings with the Securities and Exchange Commission or the Company’s other broadly disseminated public disclosures), whether or not any such representations, warranties or statements were made in writing or orally. |
| 8. | Acknowledgement that, in connection with any purchase of Common Stock contemplated by the Exemption Request, the Requesting Person understands that the Company and its officers and Affiliates may possess material non-public information not known to the Requesting Person that may impact the value of the Common Stock (the “Confidential Information”), that the Company has not disclosed to the Requesting Person, including, without limitation, (a) information received by directors, officers and other employees of the Company in their capacities as such, (b) information received by the Company on a confidential basis, and (c) information received by the Company on a privileged basis from its attorneys and financial advisers. |
| 9. | Acknowledgement that, in connection with any purchase of Common Stock contemplated by the Exemption Request, the Requesting Person understands, based on its experience, the disadvantage to which the Requesting Person is subject due to the disparity of information between the Requesting Person and the Company, including, without limitation, the lack of access to the Confidential Information. |
| 10. | Acknowledgement of the Tax Benefits Plan and the terms and conditions thereof, including that any person must seek a waiver or exemption from the Company under the Tax Benefits Plan prior to acquiring beneficial ownership of 4.99% or more of any shares of the Common Stock (or, in the case of Existing Holders, additional shares of Common Stock). |
| 11. | Acknowledgment and agreement that, in connection with any purchase of Common Stock pursuant to a Tax Benefits Plan Exemption, the Company shall have no liability to the Requesting Person whatsoever due to or in connection with the Company’s use or non-disclosure of the Confidential Information, and such Requesting Person hereby irrevocably waives any claims that it might have based on the failure of the Company or any of its Affiliates to disclose the Confidential Information to the Requesting Person, and such Requesting Person hereby irrevocably waives any claims that it might have based on any such acts or omissions. |
| 12. | Acknowledgment and agreement by the Requesting Person that the Company is under no obligation to approve any future Exemption Request, including, but not limited to, an Exemption Request for any future transferee of a Requesting Person. |
| 13. | Acknowledgement and agreement by the Requesting Person that a Tax Benefits Plan Exemption is specific to the Requesting Person, applies only to the Requesting Person and not to any Affiliates, Associates or any other person, and is non-transferrable and non-assignable and, accordingly, cannot be sold, assigned, pledged, encumbered, or otherwise transferred to any other Person. |
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| 14. | Agreement by the Requesting Person that, to the extent a Requesting Person elects to purchase any shares of Common Stock pursuant to a Tax Benefits Plan Exemption, the Requesting Person shall notify the Company in writing of all such share purchases within two (2) Business Days of any such share purchase or series of share purchases that represent in the aggregate one percent (1%) or more of the Common Stock then outstanding which transaction or transactions the Requesting Person has completed since the most immediately preceding written notification to the Company of any purchases of Common Stock pursuant to the Tax Benefits Plan Exemption or, in the case of the first purchase made after the granting of a Tax Benefits Plan Exemption, since the granting of such exemption. |
| 15. | The Exemption Request shall be signed and dated by an appropriate officer or authorized person of the Requesting Person representing that all information in the Exemption Request is true, correct and complete in all respects, and that the Exemption Request does not (i) contain any untrue statements of a fact, or (ii) omit to state a fact necessary to make the statements therein not misleading. |
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Exhibit 99.2
ALASKA COMMUNICATIONS ANNOUNCES EXEMPTION PROCESS
FOR TAX BENEFITS PRESERVATION PLAN
ANCHORAGE, Alaska – May 15, 2018 – Alaska Communications (NASDAQ: ALSK), the leading provider of advanced broadband and managed IT services for businesses and consumers in Alaska, today announced that its Board of Directors, in consultation with its legal, tax and financial advisors, had approved a process for current and potential stockholders of Alaska Communications to follow with respect to the submission of requests to the Board requesting exemptions from the stock ownership limits under the Alaska Communications tax benefits preservation plan so that they can effect stock purchases that would otherwise be triggering events under the tax benefits preservation plan.
Alaska Communications Board Chairman Edward (Ned) J. Hayes, Jr. stated, “In recent weeks, we have received input from a number of our stockholders who have indicated an interest in purchasing additional shares of our common stock in the open market and have requested exemptions from our tax benefits preservation plan’s ownership limits.” Continued Mr. Hayes, “While we remain committed to preserving our close to $80 million in federal NOLs, we have worked closely with our advisors to structure an exemption process that we believe balances our need to preserve our NOLs with the interest of stockholders in increasing their ownership stake in Alaska Communications.”
As Alaska Communications previously disclosed, on January 8, 2018, its Board adopted the tax benefits preservation plan to preserve the federal net operating loss carryforwards (NOLs) that Alaska Communications has generated from historical tax losses from being limited by the application of Section 382 of the U.S. Internal Revenue Code. As of December 31, 2017, Alaska Communications had approximately $78.1 million of (pre-tax) federal NOLs, with various expiration dates beginning in 2031 through 2037, which could potentially be utilized in certain circumstances to offset Alaska Communications’ future taxable income and reduce its federal income tax liability.
Alaska Communications’ ability to benefit from its NOLs would be substantially limited by Section 382 if an “ownership change” occurred. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by one or a group of its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period over the lowest percentage of stock of such corporation owned by such stockholders at any time during that period. To protect Alaska Communications’ NOLs from being limited or permanently lost under Section 382, the tax benefits preservation plan is intended to deter any person or group from acquiring beneficial ownership of 4.99% or more of Alaska Communications’ outstanding common stock without the approval of the Board and, thereby, reduce the likelihood of an unintended “ownership change.” Each exemption that the Board approves pursuant to the exemption request process being announced today will bring Alaska Communications closer to experiencing an “ownership change” under Section 382. Accordingly, there is no assurance that, ultimately, Alaska Communications does not experience an “ownership change” as a result of one or more exemptions being granted pursuant to the exemption request process.
The complete exemption request process will be included as an exhibit to a Current Report on Form 8-K that Alaska Communications is filing with the U.S. Securities and Exchange Commission. A copy of the exemption request process can also be obtained by visiting the Alaska Communications investor relations website at www.alsk.com.
About Alaska Communications Systems
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.
Forward-Looking Information
This press release contains “forward-looking statements” as defined under the U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbors created by such laws. Forward-looking statements contained in this press release may relate to, but are not limited to, statements regarding the exemption request process and any requests that may be considered pursuant thereto, the effect of the exemption request process in bringing Alaska Communications closer to experiencing an “ownership change” under Section 382 if one or more exemption requests are granted pursuant to such process, the interest that has been expressed by stockholders in increasing their ownership stake in Alaska Communications, the future taxable income of Alaska Communications, the ability of Alaska Communications to utilize and realize the value of its net operating loss carryforwards to offset its future taxable income and, accordingly, reduce its federal income tax liability, and how Alaska Communications’ net operating loss carryforwards could be substantially limited if Alaska Communications experienced an ownership change as defined in Section 382 of the Internal Revenue Code and whether the tax benefits preservation plan will reduce the likelihood of such an unintended ownership change from occurring. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Information on factors that may impact these forward-looking statements can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections contained in Alaska Communications’ periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its latest Annual Report on Form 10-K and its latest Quarterly Report on Form 10-Q, copies of which may be obtained from www.sec.gov or by contacting Alaska Communications’ investor relations department at (907) 564-7556 or by visiting its investor relations website at www.alsk.com. The forward-looking statements in this press release are made as of the date hereof. Notwithstanding changes that may occur with respect to matters relating to any forward-looking statements, Alaska Communications assumes no obligation to publicly update, amend or clarify its forward-looking statements, whether as a result of new information, future events or otherwise, except as may otherwise be required by the federal securities laws. Alaska Communications, however, reserves the right to update such statements or any portion thereof at any time for any reason.
Important Additional Information And Where To Find It
Alaska Communications, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Alaska Communications’ stockholders in connection with the matters to be considered at Alaska Communications’ 2018 Annual Meeting of Stockholders. Information regarding the names of Alaska Communications’ directors and executive officers and their respective interests in Alaska Communications by security holdings or otherwise can be found in Alaska Communications’ definitive proxy statement for its 2018 Annual Meeting of Stockholders, filed with the SEC on May 11, 2018. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY ALASKA COMMUNICATIONS WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain the proxy statement, any amendments or supplements to the proxy statement, the accompanying proxy card, and other documents filed by Alaska Communications with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of Alaska Communications’ corporate website at www.alsk.com, by writing to Alaska Communications’ Corporate Secretary at Alaska Communications Systems Group, Inc., 600 Telephone Avenue, Anchorage AK 99503 or by contacting Alaska Communications’ investor relations department at (907) 564-7556
Contacts:
Media Contact:
Heather Cavanaugh, 907-564-7722
Director, External Affairs and Corporate Communications
Heather.Cavanaugh@acsalaska.com
or
Investor Contact:
Tiffany Smith, 907-564-7556
Manager, Board and Investor Relations
investors@acsalaska.com