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ALSK > SEC Filings for ALSK > Form 8-K on 12-Sep-2013All Recent SEC Filings




Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, Alaska Communications Systems Group, Inc. (the "Company") may periodically consider repurchasing its outstanding 6.25% Convertible Notes due 2018 (the "Convertible Notes"), for cash or shares of the Company's common stock, or a combination thereof. The Company's board of directors has authorized the Company's officers to pursue exchanges of the Convertible Notes for up to 4.7 million shares of the Company's common stock through the end of the year. Approximately 2.8 million of the shares so authorized remain available for issuance after the transaction described below. The amount of any Convertible Notes to be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, regulatory matters, contractual requirements or consents, and capital availability and there can be no assurance that any exchanges or repurchases will be made beyond the exchange described below or previously disclosed. Any repurchases might be made using a variety of methods, which may include open market purchases, privately negotiated transactions, or by any combination of those methods, in compliance with applicable securities laws and regulations.

On September 10, 2013, the Company refinanced $3.5 million aggregate principal amount of the Convertible Notes by issuing approximately 1.2 million shares of the Company's common stock, par value $.01 per share, to a holder of its Convertible Notes. In addition to issuing shares of common stock in exchange for the Convertible Notes, the Company made a cash payment to the holder of approximately $78,000, representing accrued interest on the Convertible Notes as of September 5, 2013. Prior to the exchange, the Company had $117.5 million of Convertible Notes outstanding. After giving effect to the exchange, approximately $114 million principal amount of the Convertible Notes remain outstanding.

The issuance of the common stock of the Company upon conversion of the Convertible Notes was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, (the "Act") pursuant to
Section 4(a)(2) thereof, as the holder of the Convertible Notes has been determined to be an "accredited investor" (as defined in Rule 501 under the Act).

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