Amended Current Report Filing (8-k/a)
August 08 2022 - 3:01PM
Edgar (US Regulatory)
0000879585
true
This Current Report on Form 8-K/A is filed as a second amendment to the Current Report on Form 8-K filed July 22, 2021 by ATN International, Inc. (the "Company") with the Securities and Exchange Commission and incorporated herein by reference, disclosing the completion of the acquisition of Alaska Communications Systems Group, Inc., a Delaware corporation ("Alaska Communications"). The purchase price of $353.8 million was funded with a combination of proceeds from the Company's credit facility, a draw on a new credit facility, and a contribution from unaffiliated third-party investors. On July 22, 2021, the Company began consolidating the results of Alaska Communications within its financial statements in its US Telecom segment. The first amendment was filed on October 1, 2021 to provide the historical condensed consolidated financial statements of Alaska Communications and pro forma financial information required by Item 9.01(a) and (b) of Form 8-K. This second amendment on Form 8-K/A is being filed to provide the additional historical consolidated financial statements of Alaska Communications as of and for the three and six months ended June 30, 2021 and pro forma financial information for the year ended December 31, 2021 so that such financial information may be incorporated by reference into the Company's filings with the SEC. Except as described above, all other information in and exhibits to the original Form 8-K filed July 22, 2021 remain unchanged.
0000879585
2021-07-20
2021-07-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
(Amendment No.
2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 20, 2021
ATN INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
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001-12593 |
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47-0728886 |
(State or other |
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(Commission File Number) |
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(IRS Employer |
jurisdiction of incorporation) |
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Identification No.) |
500 Cummings Center
Beverly, MA 01915
(Address of principal executive offices
and zip code)
(978) 619-1300
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Title of Each Class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
Common Stock, par value $.01 per share |
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ATNI |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. o
EXPLANATORY NOTE
This Current Report on Form 8-K/A is filed as
a second amendment to the Current Report on Form 8-K filed July 22, 2021 by ATN International, Inc. (the “Company”)
with the Securities and Exchange Commission and incorporated herein by reference, disclosing the completion of the acquisition of Alaska
Communications Systems Group, Inc., a Delaware corporation (“Alaska Communications”). The purchase price of $353.8
million was funded with a combination of proceeds from the Company’s credit facility, a draw on a new credit facility, and a contribution
from unaffiliated third-party investors. On July 22, 2021, the Company began consolidating the results of Alaska Communications within
its financial statements in its US Telecom segment.
The first amendment was filed on October 1,
2021 to provide the historical condensed consolidated financial statements of Alaska Communications and pro forma financial information
required by Item 9.01(a) and (b) of Form 8-K.
This second amendment on Form 8-K/A
is being filed to provide the additional historical consolidated financial statements of Alaska Communications as of and for the three
and six months ended June 30, 2021 and pro forma financial information for the year ended December 31, 2021 so that such financial
information may be incorporated by reference into the Company’s filings with the SEC.
Except as described above,
all other information in and exhibits to the original Form 8-K filed July 22, 2021 remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) |
Financial Statements of Businesses Acquired |
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The unaudited condensed consolidated financial statements of Alaska Communications as of and for the three and six months ended June 30, 2021, and the notes related thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated by reference herein. |
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(b) |
Pro Forma Financial Information |
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The unaudited pro forma condensed combined financial information of the Company and Alaska Communications for the year ended December 31, 2021, and the notes related thereto, is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated by reference herein. |
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(d) |
Exhibits |
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Exhibit 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 (File No. 001-12593). |
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Exhibit 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 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed on July 22, 2021 (File No. 001-12593). |
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Exhibit 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 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 22, 2021 (File No. 001-12593). |
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Exhibit 99.1 |
Unaudited Condensed Consolidated Financial Statements of Alaska Communications Systems Group, Inc. as of and for the three and six months ended June 30, 2021, and the notes related thereto. |
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Exhibit 99.2 |
Unaudited pro forma condensed combined financial information of the Company and Alaska Communications for the year ended December 31, 2021 and the notes related thereto. |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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* 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. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ATN INTERNATIONAL, INC. |
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By: |
/s/ Justin D. Benincasa |
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Justin D. Benincasa |
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Chief Financial Officer |
Dated: August 8, 2022 |
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