\nAlaska Communications Systems Group, Inc. (NASDAQ: ALSK) (\u201cAlaska Communications\u201d or the \u201cCompany\u201d), together with Macquarie Capital (\u201cMacquarie Capital\u201d) and GCM Grosvenor (NASDAQ: GCMG), through its Labor Impact Fund, L.P. (\u201cGCM\u201d), today announced that they have agreed to an amendment and restatement of their previously announced definitive agreement and plan of merger to increase the per-share consideration payable to Alaska Communications\u2019 stockholders to $3.20 per share in cash from $3.00 per share in cash (as amended and restated, the \u201cAmended Merger Agreement\u201d). The transaction is now valued at approximately $320 million, including debt.\n<\/p>\n
\nThe revised per-share consideration represents a premium of approximately 68% over Alaska Communications\u2019 closing per share price of $1.91 on November 2, 2020, the last trading day prior to the date the original merger agreement was executed, and a premium of approximately 61% over the 30-day volume-weighted average price as of November 2, 2020.\n<\/p>\n
\nThe voting agreement pursuant to which TAR Holdings, LLC, a stockholder of the Company, has agreed, among other things, to vote its shares of Alaska Communications common stock in favor of the merger, remains in effect with respect to the Amended Merger Agreement. The increased offer from Macquarie Capital and GCM and the amendment to the merger agreement followed Alaska Communications\u2019 receipt of a \u201cSuperior Proposal\u201d (as defined in the original merger agreement) from an unaffiliated third party during the \u201cgo-shop\u201d period provided for under the original merger agreement.\n<\/p>\n
\nThe transaction is subject to the approval of Alaska Communications\u2019 stockholders, regulatory approvals and other customary closing conditions. The increase in the consideration paid to Alaska Communication\u2019s shareholders will be funded by an increase in the fully committed equity financing and is not subject to any condition with regard to financing. Equity financing will be provided by Macquarie Capital and GCM.\n<\/p>\n
\nAlaska Communications\u2019 Board of Directors determined that the revised transaction with Macquarie and GCM is in the best interests of Alaska Communications and its stockholders, and has unanimously approved the Amended Merger Agreement with Macquarie Capital and GCM and recommends that Alaska Communications\u2019 stockholders approve the proposed merger and Amended Merger Agreement. Alaska Communications expects to hold a Special Meeting of Stockholders to consider and vote on the proposed merger and Amended Merger Agreement as soon as practicable after the mailing of the proxy statement to its stockholders.\n<\/p>\n
Advisors<\/b><\/p>\n
\nMacquarie Capital is serving as financial advisor to Macquarie Capital and GCM in connection with the transaction.\n<\/p>\n
\nB. Riley Securities, Inc. is serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Alaska Communications in connection with the transaction.\n<\/p>\n
\nGoodwin Procter LLP and Morgan Lewis & Bockius LLP are serving as legal advisors to Macquarie Capital and GCM in connection with the transaction.\n<\/p>\n
About Macquarie Capital<\/b><\/p>\n
\nMacquarie Capital is the corporate advisory, capital markets and principal investment arm of Macquarie Group (ASX: MQG), offering a full spectrum of capital solutions, including capital raising services from equity, debt and private capital markets and principal investments from Macquarie\u2019s own balance sheet. These offerings are reinforced through Macquarie Capital\u2019s deep sector expertise in: business services, consumer, gaming and leisure, financial institutions, green energy, healthcare, industrials, infrastructure and energy, real estate, resources, technology and telecommunications and media sectors with 376 transactions completed, valued at $212 billion in the year ended March 31, 2020.\n<\/p>\n
About GCM Grosvenor<\/b><\/p>\n
\nGCM Grosvenor (NASDAQ: GCMG) is a global alternatives investment firm with approximately $59 billion in assets under management in private equity, infrastructure, real estate, credit, absolute return strategies, and multi-asset class opportunistic investments. The firm has specialized in alternatives since 1971, and today its team of approximately 500 professionals serves a global client base of institutional and high net worth investors. GCM Grosvenor is headquartered in Chicago, with offices in New York, Los Angeles, London, Tokyo, Hong Kong, and Seoul.\n<\/p>\n
\nGCM Grosvenor\u2019s Labor Impact Fund, L.P., seeks to originate and execute infrastructure projects that leverage the inclusion of union labor as a contributing factor to enabling attractive risk-adjusted returns. The goal of the strategy is to find attractive infrastructure investment opportunities that can be unlocked through close cooperation across labor, government, and private capital.\n<\/p>\n
About Alaska Communications<\/b><\/p>\n
\nAlaska 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<\/a> or www.alsk.com.<\/a><\/p>\n Additional Information and Where to Find It<\/b><\/p>\n \nThis communication may be deemed to be solicitation material in connection with the proposed acquisition of the Company by Macquarie Capital and GCM Grosvenor, whereby the Company will become a wholly owned subsidiary of an affiliate of Macquarie Capital and GCM Grosvenor (the \u201cproposed merger\u201d), pursuant to a definitive Amended and Restated Agreement and Plan of Merger (the \u201cAmended Merger Agreement\u201d) by and among the Company, Juneau Parent Co, Inc. (\u201cParent\u201d) and Juneau Merger Co, Inc. (\u201cMerger Sub\u201d). The proposed merger will be submitted to the Company\u2019s stockholders for their consideration at a special meeting of the stockholders. In connection therewith, the Company intends to file relevant materials with the United States Securities and Exchange Commission (SEC), including a proxy statement on Schedule 14A, which will be mailed or otherwise disseminated to the Company\u2019s stockholders. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER. Stockholders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about the Company or the proposed merger, once such documents are filed with the SEC, free of charge at the SEC\u2019s website at www.sec.gov<\/a>, or from Alaska Communications at alsk.com<\/a> or by directing a request to the Company\u2019s Investor Relations Department at investors@acsalaska.com<\/a>.\n<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nThe Company and certain of its directors and executive officers and other members of management and employees may be deemed to be \u201cparticipants\u201d in the solicitation of proxies from the Company\u2019s stockholders in connection with the proposed merger. Information about the Company\u2019s directors and executive officers and their direct or indirect interests, by security holdings or otherwise, is set forth in the Company\u2019s proxy statement on Schedule 14A for its 2020 annual meeting of stockholders filed with the SEC on April 29, 2020. To the extent holdings of the Company\u2019s securities by such participants (or the identity of such participants) have changed, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement and may be included in relevant documents filed with the SEC regarding the proposed merger, if and when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.\n<\/p>\n Alaska Communications<\/b>Forward-Looking Statements<\/b><\/p>\n \nThis press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and these include statements using the words such as will and expected, and similar statements. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company\u2019s business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Amended Merger Agreement by the stockholders of the Company, and the receipt of certain governmental and regulatory approvals, (iii) the failure of Parent and Merger Sub to obtain the necessary financing pursuant to the arrangements set forth in the commitment letters delivered pursuant to the Amended Merger Agreement or otherwise, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Amended Merger Agreement, (v) the effect of the announcement or pendency of the transaction on the Company\u2019s business relationships, operating results, and business generally, (vi) risks that the proposed transaction disrupts the Company\u2019s current plans and operations and potential difficulties in the Company\u2019s employee retention as a result of the transaction, (vii) the outcome of any legal proceedings that may be instituted against the Company or Parent or Merger Sub related to the Amended Merger Agreement or the transaction contemplated thereby. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the \u201cRisk Factors\u201d section of the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020 and other reports and documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https:\/\/www.alsk.com\/<\/a>. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20201210005310\/en\/<\/a><\/span><\/p>\n Alaska Communications Media Contact Alaska Communications Investor Contact KEYWORDS:<\/b> Alaska United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Technology Networks Internet Telecommunications<\/p>\n<\/p>\n
\n<\/b>
Heather Cavanaugh, 907-564-7722
\n
Director, External Affairs and Corporate Communications\n<\/p>\n
\n<\/b>
Tiffany Smith, 907-564-7556
\n
Manager, Board and Investor Relations
\n
investors@acsalaska.com<\/a><\/p>\n
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