Item 1.01. Entry into a Material Definitive Agreement.





ALSK Holdings LLC Agreement.

On July 21, 2021, in connection with the closing of the Merger Agreement, the Company entered into an Amended and Restated Limited Liability Company Agreement of ALSK Holdings (the "Holdings LLC Agreement") by and among ALSK Holdings, the Company, F3C IV, certain affiliates of and accounts managed by F3C or F3C's affiliates, and certain other institutional investors. We refer to F3C IV, such affiliates and accounts and such other institutional investors collectively as the "Freedom 3 Investors". The Holdings LLC Agreement governs the joint venture between the Company and the Freedom 3 Investors, including with respect to the ownership and transfer of their equity interests in ALSK Holdings, and the management and control of ALSK Holdings and its subsidiaries, including Alaska Communications.

Pursuant to the Holdings LLC Agreement, the limited liability company interests of ALSK Holdings are comprised of common units, warrants to acquire common units, and preferred units. Holders of warrants have the right to purchase common units at a purchase price per common unit and subject to other customary terms set forth in a warrant agreement between ALSK Holdings and the warrant holder. Holders of common units are entitled to one vote per common unit on all matters upon which members of ALSK Holdings have the right to vote or consent under the Holdings LLC Agreement. Preferred units do not have voting rights, although holders of preferred units, including the Company, have approval rights in connection with certain matters as further described below. Holders of preferred units are generally entitled to a liquidation preference and 9% annual cash dividend, accrued or payable quarterly. All preferred units rank equally in terms of priority in the payment of dividends and in the payment of distributions upon the liquidation or dissolution of ALSK Holdings. The Holdings LLC Agreement requires ALSK Holdings to make certain distributions to the Company and other members in proportion to their allocated shares of taxes resulting from the operations of ALSK Holdings, subject to certain conditions and exceptions.

On July 21, 2021, in consideration for the satisfaction of certain equity commitments made by the Company and the Freedom 3 Investors in connection with the signing of the Merger Agreement, ALSK Holdings issued:

· to the Company, approximately $25.1 million of common units, $48.3 million of


   preferred units, and warrants to purchase common units reflecting 8.3% of fully
   diluted common units outstanding, at an initial exercise price of $1.00 per
   common unit; and

· to the Freedom 3 Investors, approximately $23.2 million of common units,

$48.3 million of preferred units, and warrants to purchase common units

reflecting 2.8% of fully diluted common units outstanding, at an initial

exercise price of $1.00 per common unit.

As a result of these issuances, immediately following the Merger the Company held approximately 54.6% of fully diluted common units outstanding and 50.0% of preferred units outstanding, and the Freedom 3 Investors held approximately 45.4% of fully diluted common units outstanding and 50.0% of preferred units outstanding. ALSK Holdings contributed the funds received upon issuance of the common units and preferred units to the capital of Parent for Parent's use in connection with the Closing of the Merger.

Pursuant to the Holdings LLC Agreement and additional equity commitment letters entered into with ALSK Holdings, subject to the satisfaction of certain conditions set forth in such additional equity commitment letters, the Company and F3C IV have committed to purchase a total of $25.5 million of additional preferred units (half allocated to the Company and half to the Freedom 3 Investors) during the 12-month period following the Closing Date. In addition, the Company and F3C IV have the option (but not the obligation) to purchase an additional $25.5 million in aggregate (half allocated to the Company and half to the Freedom 3 Investors) of preferred units during the 24-month period following the Closing Date. In the event either the Company or F3C IV fail or elect not to purchase their mandatory or optional allocations, the other investor will have the option to purchase the unexercised portion.

The Holdings LLC Agreement provides for ALSK Holdings to be managed under the direction of a board of managers comprised of three managers named by the Company (including the board chair) and two managers named by the Freedom 3 Investors. The Company will have the right to designate three of the five managers for as long as the Company (and certain of its transferees) hold more common units than any other owners of ALSK Holdings and meet certain other ownership thresholds specified in the agreement. The Holdings LLC Agreement also requires that the boards of managers or boards of directors of all subsidiaries of ALSK Holdings, including Parent and Alaska Communications, be identical in all respects to the board of managers of ALSK Holdings.

The ALSK Holdings board of managers will govern all aspects of the management and control of ALSK Holdings and its subsidiaries, subject to the approval of the holders of preferred units and/or common units with respect to certain matters. These matters include amending the Holdings LLC Agreement in a manner adverse to the holders of preferred units, materially changing the nature of the business of ALSK Holdings or its subsidiaries, authorizing distributions other than as provided in the Holdings LLC Agreement, approving repurchases of common or preferred units other than as provided in the Holdings LLC Agreement, creating or changing the capital of ALSK Holdings, incurring indebtedness or . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

At the effective time of the Merger (the "Effective Time"), each share of Alaska Communications' common stock, par value $0.01 per share ("Alaska Communications Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares held by Alaska Communications, Parent or Merger Sub) was converted into the right to receive $3.40 in cash (the "Merger Consideration"), without interest.

Each restricted stock unit award issued under the stock plan of Alaska Communications that was subject solely to time-based vesting (a "Alaska Communications RSU Award") and that was outstanding immediately prior to the Effective Time, whether or not vested, was 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.

Each restricted stock unit award issued under the stock plan of Alaska Communications that was subject to performance-based vesting (the "Alaska Communications PSU Awards") and that was outstanding immediately prior to the Effective Time was 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 based on the performance certifications discussed below by (ii) the Merger Consideration. With respect to the portions of the Alaska Communications PSU Awards that were subject to vesting based on stock price appreciation, performance was certified by the Compensation Committee of the Alaska Communications' Board of Directors (the "Committee") to have been met for Alaska Communications PSU Awards with price targets of $3.25 per share and not met for Alaska Communications PSU Awards with price targets of $3.75 and $4.25 per share. With respect to the portions of the Alaska Communications PSU Awards that were subject to vesting based on free cash flow (the "FCF PSUs"), performance was certified by the Committee to have been met at maximum levels (with payment equal to 150% of target, in the case of 2019 FCF PSUs and 125% of target, in the case of 2020 FCF PSUs). Payment for the FCF PSUs will be made on the earliest of (i) the applicable time-based vesting date of the cancelled FCF PSUs, subject to the former holder's continued employment through such date, (ii) the one-year anniversary of the Closing Date and (iii) the date on which the employment of the former holder is terminated without cause.

Each share of Alaska Communications Common Stock granted to the directors of Alaska Communications that was subject to a deferral election (a "Deferred Stock Award") and that was outstanding immediately prior to the Effective Time was 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.

The description of the Merger Agreement and the Merger contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission (the "SEC") on January 4, 2021 , and is incorporated by reference herein. The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

On July 20, 2021, to fund the Merger Consideration in part, the Company drew $73,000,000under its revolving credit facility under its Fourth Amended and Restated Credit Agreement among the Company, as Borrower, certain of the Company's subsidiaries, as Guarantors, CoBank, ACB as Administrative Agent, Lead Arranger, Swingline Lender, an Issuing Lender and a Lender, Fifth Third Bank, as a Joint Lead Arranger, MUFG Union Bank, N.A., as a Joint Lead Arranger and an Issuing Lender, and the other Lenders named therein.

Item 7.01. Regulation FD Disclosure.





Press Release

On July 22, 2021, the Company issued a press release announcing the completion of the Merger. A copy of such press release is furnished herewith as Exhibit 99.1 hereto.

Exhibit 99.1 is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

No financial statements are being filed with this report. Any required financial statements in connection with the acquisition described in Item 2.01 will be filed by amendment pursuant to Item 9.01(a)(3) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

No pro forma financial information is being filed with this report. Any required pro forma financial information in connection with the acquisition described in Item 2.01 will be filed by amendment pursuant to Item 9.01(b)(2) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.





(d) Exhibits



Exhibit No.                                 Description



  2.1           Agreement and Plan of Merger, by and among Alaska Communications,
              Parent and Merger Sub* (incorporated by reference to Exhibit 2.1 to the
              Current Report on Form 8-K filed on January 4, 2021).
  10.1          Amended and Restated Limited Liability Company Agreement of ALSK
              Holdings, dated as of July 21, 2021 by and among ALSK Holdings, the
              Company, F3C IV, certain affiliates of F3C IV, and certain other
              institutional investors.
  10.2          Credit Agreement, dated as of July 22, 2021, by and among the
              Borrower, Parent and certain of the Parent's direct and indirect
              subsidiaries, as guarantors, Fifth Third Bank, National Association, as
              Administrative Agent, and the lenders party thereto.
  99.1          Press Release, dated as of July 22, 2021, issued by the Company.
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. The Company will furnish a copy of such omitted documents to the SEC upon request.

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