8-K

 

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 7, 2006

Alaska Communications Systems Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-28167	52-2126573
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
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:

[  ]  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 8.01 Other Events.

On February 7, 2006, Alaska Communications Systems Group, Inc. ("ACS") announced that its subsidiary, Alaska Communications Systems Holdings, Inc. ("ACSH"), had commenced a cash tender offer for any and all of the $56.9 million aggregate principal amount of outstanding 9 7/8 % Senior Notes due 2011 (CUSIP Nos. 011679AF4 and 011679AD9) issued by ACSH. In conjunction with the tender offer, ACS announced that ACSH had also commenced soliciting consents to adopt certain amendments to the indenture under which the senior notes were issued. In order to complete the tender offer, ACS proposed to amend its 2005 senior credit facility, increasing the $375.0 million term loan under the facility by up to $57.0 million.

On February 7, 2006, ACS also announced that the expected range of its 2005 revenues were above its previous guidance and its expected 2005 EBITDA was at the high-end of its previous guidance.

On February 9, 2006, ACS announced the execution of a $115 million notional amount floating-to f ixed interest rate swap agreement related to its $375 million term loan under a senior secured bank credit facility the company entered into on February 1, 2005.

On February 9, 2006, ACSH made a presentation to lenders under its credit facility and potential lenders for the incremental terms loans it is seeking. In connection with that presentation, ACSH disclosed that it had "Excess Cash" of $35.8 million as of December 31, 2005. This presentation indicated that "Excess Cash" included restricted cash, short term investments and pre-funded capital expenditures of $22.0 million (as of December 31, 2005), excluding $7.6 million of expected receipts in mid-2006 from the liquidation of the Rural Telephone Bank and pro forma for the repurchase of $8.0 million of senior notes as previously disclosed.

Information relating to the matters addressed in this Item 8.01 is set forth in the press releases attached hereto as Exhibits 99.1 and 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated dated February 7, 2006
Exhibit 99.2 Press Release dated dated February 9, 2006

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.

	Alaska Communications Systems Group, Inc.
February 9, 2006	By:	/s/ David Wilson
		Name: David Wilson
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated February 7, 2006
99.2	Press release dated February 9, 2006

EX-99.1

Alaska Communications Systems • 600 Telephone Avenue • Anchorage, AK 99503

ACS Investors:	ACS Media:
Kirsten Chapman / David Barnard, CFA Lippert/Heilshorn & Associates (415) 433-3777 david@lhai-sf.com	Meghan Stapleton Director, Corporate Communications (907) 297-3000 meghan.stapleton@acsalaska.com

Alaska Communications Systems Announces Tender Offer for Any and All of its 9 ? % Senior Notes
due 2011 and Seeks to Amend its 2005 Senior Credit Facility

- Announces Expected Range of 2005 Revenues above Guidance and Expected 2005 EBITDA at High-end
of Guidance -

ANCHORAGE, Alaska, February 07, 2006 (BUSINESS WIRE) — Alaska Communications Systems Group, Inc. (“ACS”) (NASDAQ: ALSK) announced today that its subsidiary, Alaska Communications Systems Holdings, Inc. (“ACSH”), has commenced a cash tender offer for any and all of the $56.9 million aggregate principal amount of outstanding 9 ? % Senior Notes due 2011 (CUSIP Nos. 011679AF4 and 011679AD9) issued by ACSH. The tender offer is scheduled to expire at 9:00 a.m., New York City time, on March 8, 2006, unless extended or earlier terminated.

In conjunction with the tender offer, ACSH is also soliciting consents to adopt certain amendments to the indenture under which the senior notes were issued. The solicitation of consents is scheduled to end at 5:00 p.m., New York City time, on February 21, 2006, unless extended or earlier terminated. Holders who tender their notes prior to the expiration of the consent solicitations will be entitled to withdraw their tenders and revoke their consents pursuant to the tender offers only before 5:00 p.m., New York City time, on February 21, 2006. The proposed amendments to the senior notes indenture would, among other things, eliminate substantially all of the restrictive covenants and eliminate most events of default (other than for failure to make payments of interest or principal).

In order to complete the tender offer, ACS proposes to amend its 2005 senior credit facility, increasing the $375.0 million term loan under the facility by up to $57.0 million. In addition, ACS seeks consents to the purchases of notes in the tender offer and to exclude the purchases of notes in the tender offer from calculations of the amount of cash ACS would be permitted to distribute pursuant to the terms of the 2005 senior credit facility. Additional information concerning the proposed transaction can be found in the presentation to lenders that will be posted on ACS’ investor relations website at www.alsk.com on February 9, 2006.

The Tender Offer and Consent Solicitation
Subject to certain conditions, holders of senior notes who validly tender and do not withdraw their senior notes by 5:00 p.m., New York City time, on February 21, 2006, will receive total consideration for their senior notes of $1,105.00 per $1,000 principal amount of notes tendered by such time, which includes a consent payment of $30.00 per $1,000 principal amount of notes.

Subject to certain conditions, holders of senior notes who validly tender their senior notes after 5:00 p.m., New York City time on February 21, 2006, but before 9:00 a.m. on March 8, 2006, will receive total consideration of $1,075.00 per $1,000 principal amount of senior notes tendered by such time.

ACSH is making the tender offer and consent solicitation as part of a refinancing of a portion of its existing debt. ACSH intends to finance the tender offer and consent solicitation with borrowings under its senior secured credit facility and cash on hand. The tender offer and consent solicitation are subject to, and conditioned upon, the valid tender of, and delivery of consents with respect to, a majority of the outstanding principal amount of senior notes, entering into the amendment to the senior secured credit facility and other customary general conditions.

J.P. Morgan Securities Inc. and CIBC World Markets Corp. are acting as the dealer managers and solicitation agents, and Global Bondholder Services Corp. is acting as depositary, in connection with the tender offer and consent solicitation. Copies of the Offer to Purchase and Consent Solicitation Statement, Letter of Transmittal and Consent, and other related documents may be obtained from the depositary at (866) 470-3900. Additional information concerning the terms of the tender offer and consent solicitation may be obtained by contacting J.P. Morgan Securities Inc. toll-free at (866) 834-4666 or (212) 834-4388 or CIBC World Markets Corp. at (212) 885-3745.

This press release shall not constitute an offer to purchase or the solicitation of an offer to sell with respect to the senior notes. The tender offer may only be made in accordance with the terms of and subject to the conditions specified in the Offer to Purchase and Consent Solicitation Statement, dated February 7, 2006, and the related Letter of Transmittal and Consent, which more fully set forth the terms and conditions of the tender offer and consent solicitation.

ACS Announces Expected Range of 2005 Revenues and EBITDA
Revenues for the year ended December 31, 2005 are expected to be between $325.0 million and $327.0 million, which is above ACS’ previous 2005 revenue outlook of between $320.0 million and $325.0 million. In addition, EBITDA for the year ended December 31, 2005 is expected to be between $112.0 million and $113.0 million, which is at the high end of the company’s previous 2005 EBITDA outlook of between $110.0 million and $113.0 million.

The company’s fiscal year ended December 31, 2005. The company’s final results are not yet available, and the information in the press release is preliminary and subject in all respects to completion of various internal analyses and procedures necessary to finalize the company’s financial statements and to the completion of the audit for the fiscal year ended December 31, 2005. As announced on January 31, 2006, ACS plans to release final results for the fiscal year-ended December 31, 2005 on February 23, 2006 after the close of market and conduct an investor conference call at 5:00 pm eastern time that day.

Forward Looking EBITDA Guidance
This press release includes management’s estimate of EBITDA for the year ending December 31, 2005. Management believes the most directly comparable GAAP measure would be “Net cash provided by operating activities.” Due to the difficulty in forecasting and quantifying the amounts that would be required to be included in this comparable GAAP measure, the Company is not providing an estimate of year-end net cash provided by operating activities at this time.

About Alaska Communications Systems
ACS is the leading integrated communications provider in Alaska, offering local telephone service, wireless, long distance, data, and Internet services to business and residential customers throughout Alaska.

Safe Harbor Statement

Statements about future results and other expectations constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current economic environment. The company cautions that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. A number of factors in addition to those discussed herein could cause actual results to differ materially from expectations. The company’s financial planning is affected by business and economic conditions and changes in customer order patterns. Any projections are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of ACS. For further information regarding risks and uncertainties associated with ACS’ business, please refer to the company’s SEC filings, including, but not limited to, the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Form 10-K for the year ended December 31, 2004 and the company’s Form 10-Q for the quarter ended September 30, 2005, and “Risk Factors” in the company’s current report on Form 8-K dated November 30, 2005. The company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.

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Alaska Communications Systems • 600 Telephone Avenue • Anchorage, AK 99503

ACS Investors:	ACS Media:
Kirsten Chapman / David Barnard, CFA Lippert/Heilshorn & Associates (415) 433-3777 david@lhai-sf.com	Meghan Stapleton Director, Corporate Communications (907) 297-3000 meghan.stapleton@acsalaska.com

Alaska Communications Systems Announces $115 Million Interest Rate Swap Agreement

Fixes Rates on the Remainder of its $375 Million Term Loan

ANCHORAGE, Alaska, February 09, 2006 (BUSINESS WIRE) — Alaska Communications Systems Group, Inc. (“ACS”) (NASDAQ: ALSK) today announced the execution of a $115 million notional amount floating-to fixed interest rate swap agreement related to its $375 million term loan under a senior secured bank credit facility the company entered into on February 1, 2005.

The swap effectively fixes the rate on $115 million principal amount of senior secured bank debt at 4.96% through December 2011. The company had previously entered into interest rate swaps for a notional amount of $260 million, and this transaction fixes the rates on its entire $375 million term loan.

David Wilson, ACS senior vice president and chief financial officer, stated, “Shareholders’ interests are best served by reducing interest rate risk from our business through cost effective means. Taking advantage of current market conditions, we have fixed interest rates on the remaining portion of our term loan by executing a new rate swap at only 24 basis points over the current 3-month London Inter-Bank Offer Rate (LIBOR). As a result, we have reduced exposure to higher interest rates, and secured an attractive rate through December 31, 2011, on the remainder of our term loan.”

About Alaska Communications Systems
ACS is the leading integrated communications provider in Alaska, offering local telephone service, wireless, long distance, data, and Internet services to business and residential customers throughout Alaska.

Safe Harbor Statement

Statements about future results and other expectations constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current economic environment. The company cautions that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. A number of factors in addition to those discussed herein could cause actual results to differ materially from expectations. The company’s financial planning is affected by business and economic conditions and changes in customer order patterns. Any projections are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of ACS. For further information regarding risks and uncertainties associated with ACS’ business, please refer to the company’s SEC filings, including, but not limited to, the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Form 10-K for the year ended December 31, 2004 and the company’s Form 10-Q for the quarter ended September 30, 2005, and “Risk Factors” in the company’s current report on Form 8-K dated November 30, 2005. The company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.

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