お知らせ • Jul 23
ATN International, Inc. (NasdaqGS:ATNI) and Freedom 3 Investments IV, LP, a fund managed by Freedom 3 Capital, LLC completed the acquisition of Alaska Communications Systems Group, Inc. (NasdaqGS:ALSK) from 22NW Fund, LP managed by 22NW, LP, Tar Holdings Llc and others.
ATN International, Inc. (NasdaqGS:ATNI) and Freedom 3 Investments IV, LP, a fund managed by Freedom 3 Capital, LLC made an offer to acquire Alaska Communications Systems Group, Inc. (NasdaqGS:ALSK) from 22NW Fund, LP managed by 22NW, LP, Tar Holdings Llc and others for approximately $190 million on December 24, 2020. ATN International, Inc. (NasdaqGS:ATNI) and Freedom 3 Investments IV, LP, a fund managed by Freedom 3 Capital, LLC entered into a definitive agreement to acquire Alaska Communications Systems Group, Inc. from 22NW Fund, LP managed by 22NW, LP, Tar Holdings Llc and others for approximately $190 million on December 31, 2020. Under the terms of the transaction, $3.4 will be paid per share. Offer of $3.4 per share is considered superior to the offer made by Macquarie Capital (Australia) Limited and Labor Impact Fund, L.P., a fund managed by Grosvenor Capital Management L.P. As part of the agreement, each restricted stock unit award, performance share unit awards and deferred stock award, issued under the stock plan of Alaska Communications, whether or not vested will be cancelled in exchange for an amount in cash equal to the product obtained by multiplying the aggregate number of shares of Alaska Communications Common Stock subject to such Alaska Communications Award by the merger consideration. Amounts payable with respect to Alaska Communications 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. In related transactions, Macquarie Capital (Australia) Limited and Labor Impact Fund, L.P., a fund managed by Grosvenor Capital Management L.P. (GCM) offered to acquire Alaska for $3.2 per share and an unknown buyer offered to acquire Alaska for $3.25 per share.
ATN has secured $235 million of committed bank financing, to be provided by Fifth Third Bank, National Association, for the transaction comprised of a $200 million term loan and a $35 million revolving credit facility. 51% of the remaining purchase price will be equity financing provided by ATN and 49% by Freedom 3. ATN intends to use a combination of cash on hand and borrowing under ATN's current bank facility to fund its portion of the equity contribution. ATN has committed to make available up to $87 million of equity financing and F3C IV has committed to make available up to $85 million of equity financing. The equity financing and debt financing, in the aggregate, will be sufficient to pay the amounts required to be paid in connection with the merger and the other transactions contemplated by the merger agreement. ATN will operate and consolidate the new entity and Alaska Communications through its majority ownership stake. Following the completion of the merger, Alaska Communications Systems Group will cease to be a publicly traded company and will become a wholly owned subsidiary of acquirers.
Alaska Communications will be required to pay a termination fee equal to $4.8 million if the merger agreement is otherwise terminated. If the merger agreement is otherwise terminated by ATN International and Freedom 3, will be required to pay a termination fee equal to $8.8 million to Alaska Communications. Substantially concurrently with the termination of the Macquarie/GCM merger agreement, Alaska Communications paid to Macquarie/GCM Parent a termination fee of $6.8 million.
As of December 24, 2020, the transaction is subject to Macquarie/GCM merger agreement and the Board of Alaska Communications has not changed its recommendation in support of the existing Macquarie/GCM merger agreement, or its recommendation that the stockholders adopt the Macquarie/GCM merger agreement. Consummation of the merger is subject to certain closing conditions, including, without limitation, the approval of the merger by Alaska Communications’ stockholders, the absence of certain legal impediments, the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the consents from the Federal Communications Commissions, and, if required, the Committee for the Assessment of Foreign Participation in the U.S. Telecommunications Services Sector and from the Regulatory Commission of Alaska having been obtained and other customary closing conditions. The merger is not subject to a financing condition.
From and after the date of the merger agreement until the earlier of the termination of the merger agreement, Alaska Communications will be subject to customary “no-shop” restrictions. Alaska Communications’ Board of Directors has unanimously approved the agreement and recommends that Alaska Communications’ stockholders approve the proposed merger and merger agreement. The Board of Directors of the acquirers approved the deal. As of February 9, 2021, the special meeting of Alaska stockholders will be held on March 12, 2021. At the special meeting Alaska Communications Systems Group shareholders approved the merger. As of March 12, 2021, the Hart-Scott-Rodino antitrust waiting period expired. The transaction is expected to close in the second half of 2021. As of April 27, 2021, the transaction is expected to close in Mid 2021.
B. Riley Securities, Inc. acted as financial advisor to Alaska and provided fairness opinion to the Board of Alaska and Irving L. Rotter, Benjamin A. Rosemergy, Karen Kazmerzak, Elizabeth Chen, James Mendenhall, Howard J. Stanislawski, Laura M. Barzilai, Andrew W. Stern, David C. Buck, Barry W. Rashkover, Michael Hyatte, Ash Nagdev, Maureen M. Crough, Katherine A. Roberts, Ram Burshtine and Gabriel Saltarelli of Sidley Austin LLP acted as legal advisor to Alaska. Bank Street Group, LLC acted as financial advisor to Freedom 3 Capital and ATN. Jeffrey Washenko, Dario Avram, Eric Min, Ron Aizen, Andrew Turnbull, Jeff Jaeckel, Tony Carbone, Dave Sturgeon, Mitchell Presser and David Slotkin of Morrison & Foerster LLP acted as legal advisor to ATN and Freedom 3 Capital. Advantage Proxy, Inc. acted as information agent to Alaska for a fee of approximately $7,500 plus reimbursement of reasonable expenses.
ATN International, Inc. (NasdaqGS:ATNI) and Freedom 3 Investments IV, LP, a fund managed by Freedom 3 Capital, LLC completed the acquisition of Alaska Communications Systems Group, Inc. (NasdaqGS:ALSK) from 22NW Fund, LP managed by 22NW, LP, Tar Holdings Llc and others on July 22, 2021.
