Item 1.01. Entry into a Material Definitive Agreement.

On December 31, 2020, ATN International, Inc. (the "Company") announced that Project 8 Buyer, LLC, a Delaware limited liability company ("Parent"), and Project 8 MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Alaska Communications Systems Group, Inc., a Delaware corporation ("Alaska Communications") to acquire Alaska Communications for cash at a price of $3.40 per share. The proposal represented by the Merger Agreement was deemed a Superior Proposal by the Alaska Communications Board of Directors (the "Alaska Board"), which terminated its prior merger agreement as described below.

Parent is owned by a newly formed acquisition company ("Project 8") owned by the Company and Freedom 3 Investments IV, LP, a Delaware limited partnership ("F3"), a fund advised by Freedom 3 Capital LLC. The Company expects to consolidate Project 8 and Alaska Communications following the consummation of the Merger.





Merger Agreement

On the terms, and subject to the conditions, of the Merger Agreement, Merger Sub will merge with and into Alaska Communications (the "Merger"), with Alaska Communications continuing as the surviving corporation (the "Surviving Corporation") and a wholly-owned subsidiary of Parent. As a result of the Merger, each share of Alaska Communications' common stock ("Alaska Communications Common Stock") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than shares held by (i) Alaska Communications, Parent or Merger Sub and (ii) stockholders of Alaska Communications who have validly exercised and perfected their appraisal rights under Delaware law) will be converted at the Effective Time into the right to receive $3.40 in cash (the "Merger Consideration"), without interest.

Entry into the Merger Agreement was conditioned upon the termination of that certain Amended and Restated Agreement and Plan of Merger, dated December 10, 2020, by and among Alaska Communications, Juneau Parent Co, Inc. and Juneau Merger Co, Inc., as amended by that certain Amendment No. 1 to Amended and Restated Merger Agreement, dated December 21, 2020, by and among Alaska Communications, Juneau Parent Co, Inc. and Juneau Merger Co, Inc. (as amended, the "Macquarie/GCM Merger Agreement"), in accordance with its terms, and required Alaska Communications to pay in full the Company Termination Fee (as defined in the Macquarie/GCM Merger Agreement) to Juneau Parent Co, Inc. pursuant to Section 9.04(b) of the Macquarie/GCM Merger Agreement.

Consummation of the Merger is subject to certain closing conditions, including, without limitation, (i) the approval of the Merger by Alaska Communications' stockholders (the "Stockholder Approval"), (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, and (iv) the consents from the Federal Communications Commissions and certain state public utilities commissions and other localities having been obtained. No approval by the stockholders of the Company is required in connection with the Merger.

The Parent and Merger Sub have agreed to a standstill pursuant to the Merger Agreement, with respect to Alaska Communications and its subsidiaries, from December 31, 2020 until the earlier of (i) the Effective Time and (ii) the first anniversary of the termination of the Merger Agreement.

Treatment of Company Restricted Stock Units and Performance Share Units

Immediately prior to the Effective Time, each restricted stock unit award issued under the stock plan of Alaska Communications that is subject solely to time-based vesting (the "Alaska Communications RSU Awards") and that is outstanding immediately prior to the Effective Time, whether or not vested, will be 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. Amounts payable with respect to Alaska Communications RSU 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.

Immediately prior to the Effective Time, each restricted stock unit award issued under the stock plan of Alaska Communications that is subject solely to performance-based vesting (the "Alaska Communications PSU Awards") and that is outstanding immediately prior to the Effective Time will be 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 by (ii) the Merger Consideration. The aggregate number of shares of Common Stock subject to any Alaska Communications PSU Awards will be determined based on the degree of achievement of the performance goals set forth in the applicable award agreement as of the Effective Time or such earlier time as determined by the compensation committee of Alaska Board and such Alaska Communications PSU Awards will no longer be subject to any performance-based vesting conditions. Amounts payable with respect to Alaska Communications PSU Awards that are subject to vesting based on the price of Alaska Communications Common Stock 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, and amounts payable with respect to all other Alaska Communications PSU Awards will be paid two business days after the earliest of (a) the applicable time-based vesting date of the canceled Alaska Communications PSU Award, (b) the date that is one year following the Effective Time, and (c) the termination of the employment of the former holder of such Alaska Communications PSU Award without "cause," in any case without interest.

Immediately prior to the Effective Time, each share of Alaska Communications Common Stock granted to the directors of Alaska Communications that is subject to a deferral election (each a "Deferred Stock Awards") and that is outstanding immediately prior to the Effective Time will be 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.





Financing

Parent and Merger Sub secured committed financing, consisting of a combination of (i) equity financing (the "Equity Financing") to be provided by the Company and F3 (together, the "Equity Investors"), which have each agreed to capitalize Parent, subject to the terms and conditions set forth in the equity commitment letters entered into by Parent and each of the Equity Investors with respect to the Merger and (ii) debt financing (the "Debt Financing") to be provided by Fifth Third Bank, National Association subject to the terms and conditions set forth in the debt financing commitment letter with respect to the Merger. The Equity Financing and the Debt Financing, in the aggregate, will be sufficient for Parent, Merger Sub and the Surviving Corporation 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 a limited guarantee with Alaska Communications pursuant to which the Company and F3 will guarantee 52% and 48%, respectively, of the Parent Termination Fee (as defined in the Merger Agreement) and certain indemnity and recovery costs, if such amounts become due and payable.





No-Shop

Effective as of the signing of the Merger Agreement:





       ?   Alaska Communications may not, among other related actions,
           (i) solicit, initiate, facilitate or encourage any Acquisition Proposal
           or any inquiries, proposals or offers that constitute, or would
           reasonably be expected to lead to, any Acquisition Proposal,
           (ii) engage in, continue or otherwise participate in any discussions or
           negotiations with any third parties regarding an Acquisition Proposal
           or with respect to any proposals or inquiries from a third party
           related to the making of an Acquisition Proposal or furnish any third
           party non-public information or provide to any third party access to
           the business, properties, assets or personnel of Alaska Communications,
           in each case in any way to or for the purpose of encouraging or
           facilitating an Acquisition Proposal, or (iii) enter into any letter of
           intent, merger agreement, acquisition agreement, option agreement,
           joint venture agreement, partnership agreement or other agreement with
           respect to an Acquisition Proposal or which would require Alaska
           Communications to abandon, terminate or fail to consummate the
           transactions contemplated by the Merger Agreement; and










       ?   Alaska Communications, its subsidiaries and their respective
           representatives must cease any existing discussions or negotiations
           with any third party with respect to any Acquisition proposal and
           promptly request that all non-public information previously provided to
. . .


Item 8.01. Other Events.

On January 4, 2021, the Company issued a press release announcing that Project 8 Buyer, LLC, a Delaware limited liability company ("Parent"), and Project 8 MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, entered into an Agreement and Plan of Merger with Alaska Communications Systems Group, Inc., a Delaware corporation. A copy of such press release is furnished herewith as Exhibit 99.1, and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                Description

  2.1           Agreement and Plan of Merger, by and among Alaska Communications,
              Parent and Merger Sub.*
  10.1          Voting Agreement.
  99.1          Press Release of the Company, dated January 4, 2021.
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 document to the SEC upon request.





About the Company

ATN International, Inc. (Nasdaq: ATNI), headquartered in Beverly, Massachusetts, invests in and operates communications, energy and technology businesses in the United States and internationally, including the Caribbean region and Asia-Pacific, with a particular focus on markets with a need for significant infrastructure investments and improvements. Our operating subsidiaries today primarily provide: (i) advanced wireless and wireline connectivity to residential and business customers, including a range of mobile wireless solutions, high speed internet services, video services and local exchange services, (ii) distributed solar electric power to corporate and government customers and (iii) wholesale communications infrastructure services such as terrestrial and submarine fiber optic transport, communications tower facilities, managed mobile networks, and in-building systems. For more information, please visit www.atni.com.

Cautionary Language Concerning Forward Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including the ability of the parties to close the Merger, and the other factors set forth more fully under Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities Exchange Commission ("SEC") on March 2, 2020, as amended by Amendment No. 1 to the Annual Report on Form 10-K filed with the SEC on April 29, 2020, and on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 4, 2020 and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation and has no intention to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors that may affect such forward-looking statements.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in connection with the proposed acquisition of Alaska Communications by the Company and F3, whereby Alaska Communications will become a wholly owned subsidiary of an entity owned by the Company and F3 (the "proposed merger"), pursuant to the Merger Agreement. The proposed merger will be submitted to Alaska Communications stockholders for their consideration at a special meeting of Alaska Communications stockholders. In connection therewith, Alaska Communications 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 Alaska Communications stockholders. ALASKA COMMUNICATIONS 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. Alaska Communications stockholders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about Alaska Communications or the proposed merger, once such documents are filed with the SEC, free of charge at the SEC's website at www.sec.gov, or from Alaska Communications at alsk.com or by directing a request to the Company's Investor Relations Department at investors@acsalaska.com.

Participants in the Solicitation

Alaska Communications and the Company and certain of their directors and executive officers and other members of management and employees may be deemed to be "participants" in the solicitation of proxies from the Alaska Communications stockholders in connection with the proposed merger. Information about the Alaska Communications directors and executive officers and their direct or indirect interests, by security holdings or otherwise, is set forth in the Company's proxy statement on Schedule 14A for its 2020 annual meeting of stockholders filed with the SEC on April 29, 2020. Information about the Company's directors and executive officers and their direct or indirect interests, by security holdings or otherwise, is set forth in the Company's proxy statement on Schedule 14A for its 2020 annual meeting of stockholders filed with the SEC on August 6, 2020. 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.

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