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Alaska Communications Systems Announces Pricing of $110 Million Convertible Notes.


ANCHORAGE Anchorage (ăng`kərĭj), city (1990 pop. 226,338), Anchorage census div., S central Alaska, a port at the head of Cook Inlet; inc. 1920. , Alaska -- Alaska Communications Systems This article is about the current telecommunications company. For the historical "Alaska Communications System", see AT&T Alascom.

Alaska Communications Systems, (or ACS) is a telecommunications corporation, headquartered in Anchorage, Alaska.
 Group, Inc. ("ACS (Asynchronous Communications Server) See network access server. ") (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:ALSK) today announced the pricing of its offering of $110 million aggregate principal amount of its 5.75 percent convertible notes due March 1st, 2013 in a private placement pursuant to Rule 144A Rule 144A

A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves.
 under the Securities Act of 1933. ACS also granted the initial purchasers an option to purchase up to an additional $15 million aggregate principal amount of such notes to cover over-allotments. The private placement is expected to close on April 8, 2008, subject to customary closing conditions.

The notes will be unsecured obligations of ACS, subordinate to its obligations under its senior credit facility, will pay interest semi-annually and will be convertible upon satisfaction of certain conditions. Upon conversion, the holder will receive an amount in cash, shares of ACS common stock or a combination of cash and shares of ACS common stock. The notes will be guaranteed by substantially all of ACS' existing subsidiaries. Holders of the notes will have the right to require ACS to repurchase all or some of their notes at 100% of their principal, plus any accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
, upon the occurrence of certain events.

ACS intends to use the proceeds from this offering primarily to complete financing of ACS' AKORN fiber construction project and other capital expenditures in accordance with its senior credit facility.

ACS also expects to enter into convertible note hedge transactions with an affiliate of one of the initial purchasers and certain other financial institutions for the purpose of reducing the potential dilution potential dilution

The decrease in the proportional equity position of a share of stock that will occur eventually if additional authorized shares are actually issued.
 to common stockholders. ACS also intends to enter into warrant transactions with the same counterparties. The convertible note hedge and warrant transactions increase the initial effective conversion price of the notes to approximately $16.42 per share of common stock.

ACS expects the counterparties to the note hedge and warrant transactions, or their affiliates, to enter into derivative transactions concurrently with or shortly after the pricing of the notes. These derivative transactions could have the effect of increasing, or preventing a decline in, the price of our common stock concurrently with or following the pricing of the notes or the exercise of the over-allotment option.

These securities have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  absent registration or an applicable exemption from the registration requirements of the Securities Act.

About Alaska Communications Systems

Headquartered in Anchorage, ACS is Alaska's leading provider of broadband and other wireline and wireless solutions to Enterprise, Carrier and mass market customers. The ACS wireline operations include the state's most advanced data networks and, to be launched in early 2009, the only diverse undersea fiber optic system connecting Alaska to the contiguous United States. The ACS wireless operations include the only statewide 3G CDMA (Code Division Multiple Access) A method for transmitting simultaneous signals over a shared portion of the spectrum. The foremost application of CDMA is the digital cellular phone technology from QUALCOMM that operates in the 800 MHz band and 1.9 GHz PCS band.  network, reaching across Alaska from the North Slope North Slope, Alaska: see Alaska North Slope.  to Ketchikan, with coverage extended via best-in-class CDMA carriers in the Lower 49 and Canada. By investing in the fastest-growing market segments and attracting the highest-quality customers, ACS seeks to drive top- and bottom-line growth, while continually improving customer experience and cost structure through process improvement. More information can be found on the company's website at www.acsalaska.com or at its investor site at www.alsk.com.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

This press release contains forward-looking statements, including those relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
: the notes offering and aggregate principal amount of the notes; the granting of the over-allotment option; use of the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of the offering; the convertible note hedge and warrant transactions; and the effect on the price of our common stock from the convertible note hedge and warrant transactions and related counter-party derivative transactions. Forward-looking statements provide current expectations or forecasts of future events and are indicated by such words as "believes," "expects," "intends" and similar words and are not guarantees of future performance, nor should they be relied upon as representing ACS' views as of any subsequent date. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, changes in the markets and market prices that may affect the expected effects of the warrants and hedge transactions; ACS' ability to effectively execute its business and capital plans; changes in general economic and market conditions, including the stock market; changes in interest rates, including interest rate resets; and changes in the competitive environment. Additional risks and uncertainties and other information concerning factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements is available in the Corporation's annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2007, and subsequent filings with the Securities and Exchange Commission ("SEC"). Copies of these filings are available on ACS' investor web site at www.alsk.com. ACS specifically disclaims any obligation to update these statements.
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Publication:Business Wire
Date:Apr 3, 2008
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