Item 1.01. Entry into a Material Definitive Agreement.
On
Parent is owned by a newly formed acquisition company ("Project 8") owned by the
Company and Freedom 3
Merger Agreement
On the terms, and subject to the conditions, of the Merger Agreement, Merger Sub
will merge with and into Alaska Communications (the "Merger"), with Alaska
Communications continuing as the surviving corporation (the "Surviving
Corporation") and a wholly-owned subsidiary of Parent. As a result of the
Merger, each share of Alaska Communications' common stock ("Alaska
Communications Common Stock") issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time") (other than shares held by
(i) Alaska Communications, Parent or Merger Sub and (ii) stockholders of Alaska
Communications who have validly exercised and perfected their appraisal rights
under
Entry into the Merger Agreement was conditioned upon the termination of that
certain Amended and Restated Agreement and Plan of Merger, dated
Consummation of the Merger is subject to certain closing conditions, including, without limitation, (i) the approval of the Merger by Alaska Communications' stockholders (the "Stockholder Approval"), (ii) the absence of certain legal impediments, (iii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iv) the consents from the Federal Communications Commissions and certain state public utilities commissions and other localities having been obtained. No approval by the stockholders of the Company is required in connection with the Merger.
The Parent and Merger Sub have agreed to a standstill pursuant to the Merger
Agreement, with respect to Alaska Communications and its subsidiaries, from
Treatment of Company Restricted Stock Units and Performance Share Units
Immediately prior to the Effective Time, each restricted stock unit award issued under the stock plan of Alaska Communications that is subject solely to time-based vesting (the "Alaska Communications RSU Awards") and that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled as of the Effective Time in exchange for an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Alaska Communications Common Stock subject to such Alaska Communications RSU Award by (ii) the Merger Consideration. Amounts payable with respect to Alaska Communications RSU Awards will be paid not later than the next regularly scheduled payroll date that is at least two business days following the closing of the Merger Agreement.
Immediately prior to the Effective Time, each restricted stock unit award issued
under the stock plan of Alaska Communications that is subject solely to
performance-based vesting (the "Alaska Communications PSU Awards") and that is
outstanding immediately prior to the Effective Time will be cancelled as of the
Effective Time in exchange for an amount in cash equal to the product obtained
by multiplying (i) the aggregate number of shares of Alaska Communications
Common Stock subject to such Alaska Communications PSU Award by (ii) the Merger
Consideration. The aggregate number of shares of Common Stock subject to any
Alaska Communications PSU Awards will be determined based on the degree of
achievement of the performance goals set forth in the applicable award agreement
as of the Effective Time or such earlier time as determined by the compensation
committee of
Immediately prior to the Effective Time, each share of Alaska Communications Common Stock granted to the directors of Alaska Communications that is subject to a deferral election (each a "Deferred Stock Awards") and that is outstanding immediately prior to the Effective Time will be cancelled as of the Effective Time in exchange for an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Alaska Communications Common Stock subject to such Deferred Stock Award by (ii) the Merger Consideration.
Financing
Parent and Merger Sub secured committed financing, consisting of a combination
of (i) equity financing (the "Equity Financing") to be provided by the Company
and F3 (together, the "
No-Shop
Effective as of the signing of the Merger Agreement:
? Alaska Communications may not, among other related actions, (i) solicit, initiate, facilitate or encourage any Acquisition Proposal or any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any third parties regarding an Acquisition Proposal or with respect to any proposals or inquiries from a third party related to the making of an Acquisition Proposal or furnish any third party non-public information or provide to any third party access to the business, properties, assets or personnel of Alaska Communications, in each case in any way to or for the purpose of encouraging or facilitating an Acquisition Proposal, or (iii) enter into any letter of intent, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement with respect to an Acquisition Proposal or which would require Alaska Communications to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement; and ? Alaska Communications, its subsidiaries and their respective representatives must cease any existing discussions or negotiations with any third party with respect to any Acquisition proposal and promptly request that all non-public information previously provided to . . . Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, by and among Alaska Communications, Parent and Merger Sub.* 10.1 Voting Agreement. 99.1 Press Release of the Company, datedJanuary 4, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* The Company has omitted schedules and other similar attachments to such
agreement pursuant to Item 601(b) of Regulation S-K.
About the Company
Cautionary Language Concerning Forward Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, as
amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on estimates, projections, beliefs, and assumptions and are
not guarantees of future events or results. Actual future events and results
could differ materially from the events and results indicated in these
statements as a result of many factors, including the ability of the parties to
close the Merger, and the other factors set forth more fully under Item 1A "Risk
Factors" of the Company's Annual Report on Form 10-K for the year ended
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with
the proposed acquisition of Alaska Communications by the Company and F3, whereby
Alaska Communications will become a wholly owned subsidiary of an entity owned
by the Company and F3 (the "proposed merger"), pursuant to the Merger Agreement.
The proposed merger will be submitted to Alaska Communications stockholders for
their consideration at a special meeting of Alaska Communications stockholders.
In connection therewith, Alaska Communications intends to file relevant
materials with the
Participants in the Solicitation
Alaska Communications and the Company and certain of their directors and
executive officers and other members of management and employees may be deemed
to be "participants" in the solicitation of proxies from the Alaska
Communications stockholders in connection with the proposed merger. Information
about the Alaska Communications directors and executive officers and their
direct or indirect interests, by security holdings or otherwise, is set forth in
the Company's proxy statement on Schedule 14A for its 2020 annual meeting of
stockholders filed with the
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