Alaska Communications Systems Group, Inc. (“ACS”) (NASDAQ:ALSK) today announced that it closed the sale of $125 million aggregate principal amount of its 5.75 percent convertible notes due March 1st, 2013, which includes the full exercise of the initial purchasers’ over-allotment option to purchase $15 million convertible notes. The notes were sold in a private placement pursuant to Rule 144A under the Securities Act of 1933.
The notes are unsecured obligations of ACS, subordinate to its obligations under its senior credit facility, will pay interest semi-annually and will be convertible upon satisfaction of certain conditions. Upon conversion, holders will receive an amount in cash, shares of ACS common stock or a combination of cash and shares of ACS common stock. The notes are guaranteed by substantially all of ACS' existing subsidiaries. Holders of the notes will have the right to require ACS to repurchase all or some of their notes at 100% of their principal, plus any accrued interest, upon the occurrence of certain events.
ACS also entered into convertible note hedge transactions with an affiliate of one of the initial purchasers and certain other financial institutions for the purpose of reducing the potential dilution to common stockholders. ACS entered into warrant transactions with the same counterparties. The convertible note hedge and warrant transactions increase the initial effective conversion price of the notes to approximately $16.42 per share of common stock.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The notes and the underlying common stock issuable upon conversion have not been registered under the Securities Act or any applicable state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements.
About Alaska Communications Systems
Headquartered in Anchorage, ACS is Alaska’s leading provider of broadband and other wireline and wireless solutions to Enterprise, Carrier and mass market customers. The ACS wireline operations include the state’s most advanced data networks and, to be launched in early 2009, the only diverse undersea fiber optic system connecting Alaska to the contiguous United States. The ACS wireless operations include the only statewide 3G CDMA network, reaching across Alaska from the North Slope to Ketchikan, with coverage extended via best-in-class CDMA carriers in the Lower 49 and Canada. By investing in the fastest-growing market segments and attracting the highest-quality customers, ACS seeks to drive top and bottom-line growth, while continually improving customer experience and cost structure through process improvement. More information can be found on the company's website at www.acsalaska.com or at its investor site at www.alsk.com.
This press release contains forward looking statements. Forward-looking statements provide current expectations or forecasts of future events and are indicated by such words as "believes," "expects," "intends" and similar words and are not guarantees of future performance, nor should they be relied upon as representing ACS' views as of any subsequent date. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, changes in the markets and market prices that may affect the notes or the warrants and hedge transactions, ACS' ability to effectively execute its business and capital plans; changes in general economic and market conditions, including the stock market; changes in interest rates, including interest rate resets; and changes in the competitive environment. Additional risks and uncertainties and other information concerning factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements is available in the Corporation's annual report on Form 10-K for the year ended December 31, 2007, and subsequent filings with the Securities and Exchange Commission ("SEC"). Copies of these filings are available on ACS' investor web site at www.alsk.com.
SVP, Corp. Strategy, Development & Marketing
David C. Eisenberg, 907-297-3000
ACS Investors (Investors):
Alaska Communications Systems
Investor Relations, 907-564-7556