Sec Form 13D Filing - MIHI LLC filing for ALASKA COMMUNICATIONS SYSTEMS GROUP INC (ALSK) - 2020-12-23

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

Alaska Communications Systems Group, Inc.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

01167P101

(CUSIP number)

With a copy to:

Michael R. Patrone, Esq.

Goodwin Procter LLP

New York Times Building

620 8th Avenue

New York, NY 10018

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 10, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to who copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

This Schedule 13D relates to shares of common stock, par value $.01 per share (the “Shares”), of Alaska Communications Systems Group, Inc., a Delaware corporation (the “Issuer”). Parent (as defined below) is filing this Schedule 13D in connection with the consummation of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated December 10, 2020, by and between the Issuer, Juneau Parent Co, Inc., a Delaware corporation (“Parent”) and Juneau Merger Sub, Inc. (“Merger Sub”) (as amended, the “Merger Agreement”, and the transactions contemplated therein, the “Merger”), whereby each Share of the Issuer will be converted at the effective time into the right to receive $3.26 in cash (the “Merger Consideration”) as provided in the Merger Agreement, and because the Macquarie Entities and the GCM Entities may be deemed to be part of a “group” as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of the Reporting Persons (as defined below) disclaims the existence of a “group” as between the Macquarie Entities and the GCM Entities, and disclaims beneficial ownership, for purposes of Section 13(d) of the Exchange Act, of any securities held directly by the other Reporting Persons. This report shall not be deemed to be an admission that any of the Reporting Persons are a “group” for purposes of Rule 13d-5.

Item 2 (a) – (c). This statement is being filed by the following persons:

Parent, Holdco, the Macquarie Entities and the GCM Entities are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Each of Parent and Macquarie Co-Investor were formed in connection with the Merger Agreement and Merger. The principal business of MIHI is to manage investments. The principal business of Macquarie is providing banking, financial, advisory, investment and funds management services. The GCM Entities are principally engaged in the business of investing in securities. The business address and principal executive offices of Parent, Holdco, Macquarie Co-Investor and MIHI are 125 W 55th Street, New York, NY 10019. The business address and principal executive offices of Macquarie is 50 Martin Place, Sydney, NSW, C3, 2000, Australia. The business address and principal executive offices of the GCM Entities is 767 5th Avenue, 14th Floor, New York, NY 10153 and 900 North Michigan Ave, Suite 1100, Chicago, Illinois 60611.

The Shares to which this Schedule 13D relates are owned directly by Parent.

Item 2 (d) – (f). During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

The name, business address, present principal occupation or employment and citizenship of each director and executive of Parent is set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Holdco is set forth in Schedule II-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Macquarie Co-Investor, which exercises the authority of Parent in managing Macquarie Co-Investor, are set forth in Schedule II-B hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MIHI, which exercises the authority of Macquarie Co-Investor in managing MIHI, are set forth in Schedule III-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Macquarie, which exercises the authority of MIHI or in managing Macquarie, are set forth in Schedule III-B hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of GCM Investments, which exercises the authority of GCM Co-Investor as the general partner of Labor Impact Fund, the sole member of GCM Co-Investor, are set forth in Schedule III-C hereto and are incorporated herein by reference.

The Reporting Persons have entered into a Joint Filing Agreement in connection with this Schedule 13D, a copy of which is attached as Exhibit 7.01 hereto.

On December 10, 2020, Parent and Merger Sub and the Issuer entered into the Merger Agreement which is described in Item 4 below. Parent and Merger Sub were formed by the Macquarie Entities and GCM Entities for the purpose of entering into the Merger Agreement. The aggregate amount required by Parent to pay the Merger Consideration, refinance certain of the Issuer’s existing indebtedness, and pay related expenses in connection with the transactions contemplated by the Merger Agreement (the “Transactions”), is approximately $325 million. The proceeds to pay such amount will be obtained by Parent and Merger Sub from equity contributions by the Macquarie Entities and GCM Entities and debt financing (each as disclosed below).

Parent and Merger Sub secured committed financing, consisting of a combination of (i) equity financing (the “Equity Financing”) to be provided by an affiliate of MIHI and Labor Impact Fund (together, the “Equity Investors”), whic h have each agreed to capitalize Parent, subject to the terms and conditions set forth in equity commitment letters with respect to the Merger and (ii) debt financing (the “Debt Financing”) to be provided by ING Bank, Société Générale, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., subject to the terms and conditions set forth in the debt financing commitment letter with respect to the Merger (the “Debt Commitment Letter”). The Equity Financing and the Debt Financing, in the aggregate, will be sufficient for Parent, Merger Sub and the Issuer to pay the amounts required to be paid in connection with the Merger and the other transactions contemplated by the Merger Agreement. The Merger is not subject to a financing condition. The Equity Investors have also entered into limited guarantees with the Company to guarantee Parent’s obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) and certain indemnity and recovery costs.

The foregoing description of the Debt Commitment Letter in this Item 3 is not intended to be complete and is qualified in its entirety by references to Exhibits 7.02, 7.03 and 7.04, which is incorporated by reference in their entirety.

The information set forth under Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference.

The purpose of the Transactions is to acquire all of the outstanding Shares pursuant Merger Agreement. Under the Merger Agreement, subject to the satisfaction or waiver of the conditions as set forth therein, at the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into the Issuer with the Issuer surviving the merger, and all of the outstanding Shares (other than shares (i) held by the Company as treasury stock, (ii) owned by Parent, Merger Sub or any subsidiary of the Company, or (iii) held by stockholders who have demanded appraisal for such shares in accordance with Delaware law) will be automatically cancelled and converted into the right to receive $3.26 per share in cash, without interest. The consummation of the Merger is subject to (i) the approval of the Merger by the Company’s stockholders, (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; (iv) the CFIUS Approval (as defined in the Merger Agreement) from the interagency Committee on Foreign Investment in the United States having been obtained and (v) the consents from the Federal Communications Commissions and certain public utilities commissions and other localities having been obtained.

Voting Agreement

In addition, certain stockholders of the Issuer, Parent and Issuer entered into a voting agreement dated November 3, 2020 (the “Voting Agreement”). The Voting Agreement was entered into in connection with the announcement of the Merger Agreement, but the covenants of which were not binding until the start of the no-shop period in the Merger Agreement.

Pursuant to the Voting Agreement, a certain stockholder of the Issuer has agreed, among other things, to vote or cause to be voted any issued and outstanding Shares beneficially owned by stockholders, or that may otherwise become beneficially owned by the stockholders, during the term of the Voting Agreement, (1) in favor of adopting and approving the Merger Agreement and the transactions contemplated thereby, (2) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation of the Company contained in the Merger Agreement or of the stockholders contained in the Voting Agreement, and (3) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the transactions contemplated by the Merger Agreement or the Voting Agreement.

The stockholder’s agreements and obligations under the Voting Agreement commence from and after the start of the no-shop period under the Merger Agreement, and the Voting Agreement will automatically terminate upon the earliest of (1) the vote of stockholders on the Merger, (2) any termination of the Merger Agreement, (3) any change in recommendation by the Board of Directors of the Issuer and (4) the date that is 14 months after the signing of the Merger Agreement.

The foregoing descriptions of the Voting Agreement and Merger Agreement in this Item 4 are not intended to be complete and are qualified in their entirety by references to Exhibits 7.04 and 7.05, respectively, which are incorporated by reference in their entirety.

Item 5 (a)–(b)

As of December 10, 2020, Parent had sole voting and dispositive power with respect to 0 Shares, respectively, representing approximately 0%, of the 53,822,535 Shares outstanding as of November 3, 2020, as reported in the Issuer’s Form 10-Q filed on November 9, 2020 (determined in accordance with Rule 13d-3 of the Exchange Act) (the “Total Outstanding Shares”).

As of December 10, 2020, Holdco, as sole owner of Parent, may be deemed to have sole voting and dispositive power with respect to all 0 Shares beneficially owned Parent, representing approximately 0% of the Total Outstanding Shares (determined in accordance with Rule 13d-3 of the Exchange Act).

(c) No Reporting Person has entered into any transactions in the Shares within the last 60 days.

(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Person, no person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares covered by this Schedule 13D.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: December 23, 2020

Schedule I

The name, position and present principal occupation of each executive officer and director of Parent are set forth below is 125 W 55th Street, New York, NY 10019, except as follows: The business address of each of Matthew Rinklin and James DiMola is 767 5th Avenue, 14th Floor, New York, NY 10153, and the business address of Michael Rendina is 900 North Michigan Ave, Suite 1100, Chicago, Illinois 60611.

Schedule II-A

The name, position and present principal occupation of each executive officer and manager of Hold Co are set forth below is 125 W 55th Street, New York, NY 10019, except as follows: The business address of each of Matthew Rinklin and James DiMola is 767 5th Avenue, 14th Floor, New York, NY 10153, and the business address of Michael Rendina is 900 North Michigan Ave, Suite 1100, Chicago, Illinois 60611.

Schedule II-B

The name, position and present principal oc cupation of each executive officer of Macquarie Co-Investor are set forth below is 125 W 55^th Street, New York, NY 10019.

Schedule III-A

The name, position and present principal occupation of each executive officer of MIHI are set forth below is 125 W 55^th Street, L-22, New York, NY 10019.

Schedule III-B

The name, position and present principal occupation of each executive officer and director of Macquarie are set forth below is 50 Martin Place Sydney, NSW, C3, 2000 Australia.

Schedule III-C

The name, position and present principal occupation of each executive officer of GCM Investments are set forth below is 900 North Michigan Ave, Suite 1100, Chicago, Illinois 60611.