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Alaska Communications (ALSK)
“Expect More” from the
Proposed Buyout
November 2020
Pinchot Lane Investment Management LLC1
Disclaimer
This presentation is available for information purposes only and does not constitute an offer or sale or any form of general solicitation or general advertising of
interests in any fund or investment vehicle (hereinafter, a "Fund") managed by Pinchot Lane Investment Management LLC or one of its affiliates (“Pinchot
Lane”). Any such offer will only be made in compliance with applicable state and federal securities laws pursuant to an offering memorandum and related
offering documents which will be provided to qualified prospective investors upon request. Prospective investors should review a Fund’s offering memorandum
carefully, which includes important disclosures and risk factors associated with an investment in a Fund. In addition, prospective investors are encouraged to consult with
their financial, tax, accounting or other advisors to determine whether an investment in a Fund is suitable for them.
Any views expressed in this presentation represent the opinions of Pinchot Lane, whose analysis is based solely on publicly available information. No representation or
warranty, express or implied, is made as to the accuracy or completeness of any information contained herein. Pinchot Lane expressly disclaims any and all liability based, in
whole or in part, on such information, any errors therein or omissions therefrom. Pinchot Lane also reserves the right to modify or change its views or conclusions at any time
in the future without notice.
The information contained in this presentation does not recommend the purchase or sale of any security nor is it an offer to sell or a solicitation of an offer to buy any
security. Furthermore, the information contained in this presentation is not intended to be, nor should it be construed or used as, investment, tax or legal advice. The
investments discussed in articles posted in this presentation do not represent all of the investments made by Pinchot Lane and it should not be assumed that any of the
investments made by Pinchot Lane for its clients have been or will be profitable. No representation or warranty, express or implied, is made as to the future performance of
any Pinchot Lane fund or investment, or that investors will or are likely to achieve results comparable to those achieved by Pinchot Lane in the past, will make any profit at all
or will be able to avoid incurring a loss on their investment. Past performance is no guarantee of future results.
Nothing contained in this presentation should be taken as any form of commitment on the part of Pinchot Lane to take any action in connection with any particular
security. Pinchot Lane and its affiliates are in the business of buying and selling securities. They have, and may in the future, buy, sell or change the form of their position in
any security for any or no reason whatsoever.
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derived from statements made or published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties for
the views expressed herein.
This presentation may include forward looking statements. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or
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guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ
materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in
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Pinchot Lane will have no obligation to update or correct any information contained in this presentation even if Pinchot Lane is aware that it is inaccurate or
outdated. Furthermore, Pinchot Lane may add, change, discontinue, remove or suspend any content posted in this presentation without notice and without liability at any
time. Pinchot Lane accepts no liability and will not be liable for any loss or damage arising directly or indirectly (including special, incidental or consequential loss or damage)
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2
Background
• Alaska Communications (NASDAQ: ALSK) is a premium telecom asset
with embedded growth
• ALSK has limited competition and is a strong, growing #2 player vs. its
primary competitor, GCI Communications (NASDAQ: GLIBA)
• On November 3, 2020, Macquarie and GCM Grosvenor announced an all-
cash deal to take-private ALSK for $3.00/share, valuing the enterprise at
~$310 million
• This valuation amounts to:
• 4.65x TTM Adjusted EBITDA
• 10.15x TTM Adjusted EBITDA less CapEx
• 1.0x tangible book (no goodwill on balance sheet)
• This is a ridiculously low price for a premium asset
3
Quality of ALSK Assets
• This is not a moribund, legacy set of telecom assets
• Consolidated revenue is growing
• Core Business/Wholesale and Consumer Broadband businesses are
growing even faster
• Growth segments comprise 62% of total revenue and have grown
at +4% CAGR over last four years
• Adjusted EBITDA has grown from $58m in 2016 to $65m in 2020 (guided),
+3% CAGR
• Furthermore, the business has tons of embedded optionality for future
growth
• COVID-19 pandemic has shown the resiliency and critical nature of assets
like ALSK, which is growing through the crisis
4
High Quality, Modern Assets (pt 1)
Excerpt from 2020 Annual
Meeting presentation (slide 7)
• Under-monetized assets
include:
• Fixed Wireless (“Fi-Wi”)
for consumer
broadband outside of
fiber footprint (see
rights won from recent
CBRS auction)
• FTTH assets being
deployed to expand
consumer broadband
closer to urban areas
• Owned satellite assets
for rural access
5
High Quality, Modern Assets (pt 2)
Excerpt from 2018
Annual Meeting
presentation (slide 5)
6
Competitive Landscape
Excerpt from 2019
Annual Meeting
presentation (slide 5)
• Extremely limited
competition in Telecom
segment
• Significant growth
opportunities in
IT/Cloud services
7
Financial Summary
Excerpt from 2020
Annual Meeting
presentation (slide 9)
• Growth assets
• Low and declining
leverage
• Majority of CapEx is
success/growth-
based (see slides 9-
11) – not merely
“maintenance
CapEx”
8
Investments in Future Growth (pt 1)
• Majority of CapEx includes
“success-based” investments
fueling growth
9
• Incredibly important for
investors to understand
the algorithm of Success-
based CapEx which
directly drives underlying
revenue and EBITDA
growth
Investments in Future Growth (pt 2)
Excerpt from 2019
Annual Meeting
presentation (slides
13-14)
10
Highly attractive return on
investment!
Investments in Future Growth (pt 3)
• Excerpt from January
2019 Needham
conference presentation
(slide 14)
• Success Capital in any
given year comprises the
majority of total CapEx
• 5-yr average of 60%
• FY2019 was 73%
• Assures that CapEx is
driving underlying
business growth at
attractive ROIC (from
previous slide), as
opposed to purely
maintenance CapEx
11
Investments in Future Growth (pt 4)
12
ALSK Q3 2018 Earnings Call (w/Anand Vadapalli, CEO at the time):
• With respect to your question on growth capital, so you're right. I mean, we've said typically that you should think about our
CapEx in the $35 million to $40 million range. We've said that often times in the past. We've also said that typically we tend to
allocate about half of that towards growth and about half of that toward maintenance.
• In fact, what we are seeing though, Bob, is in more recent years, there is an increased allocation towards growth over
maintenance. Part of it is reflecting the opportunities in the customer contracts we are signing. And part of it also, the more we
invest in newer technologies like fiber, the more we deploy fixed wireless access. What you will see over time is a reduction in
our need for maintenance capital, because we are upgrading our network.
• And candidly, in the capital program, the more we can allocate towards growth CapEx, the more it drives growth revenues, and
the marginal dollar EBITDA contributions from growth revenues are very material. They are meaningful. And as to the timing of
this CapEx, please keep in mind that this is all a function of - as in fact Laurie said in her remarks, this is not on spec. This is
actually in support of signed customer contracts, which we believe are very accretive to the business.
• So, Bob, without specifically mentioning the specifics of individual business cases of what goes into this incremental CapEx,
what I can tell you is what I've said before, where typically we evaluate success capital for IRRs in the 20% range, and for
payback periods, typically the 3 to 5 year range. And I'll give you the rationale for the 3 to 5 years, typically that's the duration of
our customer contracts.
• And we try and work very hard to try and keep the payback within the term of the initial customer contract though we know we'll
get a lot more benefit and run rate from that going forward. But also, if I may, if I could point you to some of the charts that I put
up earlier in my presentation, if you look at the increase in growth revenues over the last 4 or 5 years and you look at the
deployment of success capital, and again, as I mentioned in my prepared remarks if you assume that the EBITDA contribution on
a marginal dollar of revenue is in the 75% range, we've run the math, I'm sure you can do that as well probably better than us,
and you will see that the returns on growth capital are actually very meaningful.
In the Company’s Own Words (pt 1)
• Our network is among the most expansive in Alaska and forms the foundation of service to our
customers. We operate in a largely two-player terrestrial wireline market and we estimate our
market share to be less than 25% statewide. However, our revenue performance relative to our
largest competitor suggests that we are gaining market share in the markets we are serving. A third-
party market study indicates that we have a market share of close to 40% for “near net”
opportunities, that is, within one mile of our fiber network. (2019 10-K)
• We completed upgrades to our subsea fiber and we remain on track with our other fiber
initiatives. Additionally, we launched our improved business and operating IT systems that
have already begun to transform our company. We are enhancing the customer experience
and improving our operational efficiencies. In addition, our financial performance remains
strong for the year and we expect to be at the high end of guidance. (Q3 2020 earnings call)
• Due to the organic growth of capacity usage from factors such as cloud migration, 5G wireless
backhaul and the overall need for more content streaming capacity, demand for our fiber
infrastructure and high performance broadband continue to grow. With our network
capabilities, our technologies and our customer relationships, we continue to drive growth,
most notably in the business and wholesale markets. (Q4 2019 earnings call)
13
In the Company’s Own Words (pt 2)
Excerpt from 2019
Annual Meeting
presentation (slide 12)
14
In the Company’s Own Words (pt 3)
Excerpt from 2018
Annual Meeting
presentation (slide 4)
Broadband-fueled growth is
playing out now
15
GCI – Monopoly Threat? (pt 1)
ALSK 2019 10-K Excerpts:
• Our principal facilities-based competitor for voice and broadband services is GCI, who is also the
dominant cable television provider in Alaska. In the business and wholesale market, GCI holds a
dominant position through its extensive fiber optic, microwave and satellite based middle mile
network as well as its undersea fiber cable network, where it owns and operates two of the four
existing undersea fiber optic cables connecting Alaska to the contiguous states.
• GCI continues to expand its statewide reach, including through its Terra Southwest project which is
funded with federal subsidies...This subsidy gives GCI a substantial competitive advantage in the
markets served by Terra Southwest, and GCI receives substantial additional funding for services
offered over this facility from the federal E-Rate and Rural Health Care universal service support
mechanisms. GCI has indicated it intends to replicate this government subsidized model in other
markets in Alaska, which will create monopoly-type conditions in these markets which are subject to
minimal regulatory oversight.
• In the markets where we compete with GCI (broadband and voice), GCI has approximately 50% to
60% of market share across the consumer and business segments. GCI continues to expand its
voice and data network, often taking advantage of subsidized government programs which create a
monopoly for services in certain markets.
16
GCI – Monopoly Threat? (pt 2)
17
• GCI as incumbent, dominant competitor (50-60% share) likely poses
limited threat to ALSK growth prospects
• If GCI were to edge closer to monopoly, highly likely that regulators would
take action; plenty of precedents for this kind of competitive remediation
• Per slide 4, GCI + ALSK control ~75% of Alaskan telecom market
• Ample growth opportunities for both entities to take share from
smaller players who are under-resourced in their ability to invest in
modern assets to deliver modern, high-speed services
• Adjacent growth opportunities continue to exist in IT/Cloud services
Why was ALSK undervalued for such a
long time?
• Extremely low liquidity sub-$5/share micro-cap stock, miniscule free float
• Prior to take-private announcement, average daily volume of shares
traded was ~400k - well less than $1m of average daily dollar volume
• Very few institutional buyers of any size or clout are willing to take
positions in these situations
• “The market” is simply not efficient in valuing publicly-traded issues
with these characteristics
• Hardly an efficient market in this asset size range, particularly one located
outside of the lower 48 United States
• Generally, a hollowing out of interest and participation in micro-cap public
companies, which presents a gift to private equity firms intent on
acquiring high quality assets on the cheap
18
Other Deal Dynamics to Consider
• Free cash flow generated between merger announcement and close
• Deal will take four quarters to close, amounts to ~$0.30/share of
additional equity value from FCF generated during this period alone
(based on 2020 FCF of $14-16m)
• Cash generated between deal announcement and closing belongs
to shareholders
• Public company savings
• $4-5m annual savings; capitalized, could be worth $0.73/share
• Go-shop period in process
• Conveniently, 30-day period includes Thanksgiving holiday week
• Expires at 11:59pm on December 3rd, 2020
• Board has expressed its intention to “solicit superior proposals” here
and here 19
A More Appropriate Take-Private Valuation
Appropriate comps:
• Cincinnati Bell (CBB) pending acquisition, also by Macquarie
• 6.6x TEV / Adj EBITDA
• CBB acquisition of Hawaiian Telecom in 2018
• 6.25x TEV / Adj EBITDA (2017 actual result)
• Note: “Headline” multiple looked lower at time of announcement but EBITDA
declined for HCOM in 2017 vs. deal presentation (which used 2016 figure)
Inappropriate comps:
• Otelco (OTEL) pending acquisition by Oak Hill Capital
• Other declining, legacy asset-based RLEC or CLECs
See this blog post for a range of reasonable take-private valuation multiples,
also see 22NW Letter to ALSK Board
20
Key Takeaways / Summary
• ALSK is a growth business with high quality, modern telecom assets and Macquarie’s attempt to buyout the
Company comes at a ridiculously low price
• ALSK common shareholders (including employees who own stock through ESPP) should implore the Board to
conduct a comprehensive auction process to maximize price discovery of the Company’s valuable, high quality
assets
• Macquarie/GCM’s value creation playbook is quite clear - which is why ALSK should be worth far more to them
• See Macquarie’s pending acquisition of CBB
• See CBB’s investor presentation from March 2018
• Fiber-led growth, growth in fragmented IT/Cloud Services market
• Multiple expansion with increased scale and growth (pretty clear ALSK could be merged with CBB post-buyout)
• A logical list of potential deal interlopers (firms known for investing in critical infrastructure assets):
• Brookfield Infrastructure (CBB’s original suitor)
• Blackstone, KKR, Carlyle
• Elliot Group
• Global Infrastructure Partners
• Any number of other, global private infrastructure investment groups
21
ALSK is not a melting ice cube and should not be valued as
such
H/Ts:
Both of these articles were quite helpful in contextualizing ALSK’s current
situation:
• Andrew Walker at Rangeley Capital (blog article)
• Daniel Shvartsman (Seeking Alpha article)
Funds/firms previously involved in encouraging the Company to adopt more
shareholder-friendly practices and make the changes needed to be a more
competitive company:
• Aron English at 22NW LP (Oct 4, 2018 Activist Letter to ALSK)
• TAR Holdings (May 9, 2018 agreement)
22
Further Questions / Discussion
For investment inquiries and/or questions about investment research:
Drew Peng
Managing Member
Pinchot Lane Investment Management, LLC
drew@pinchotlane.com
pinchotlane.com
23Pinchot Lane Investment Management LLC

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Alsk plp v11.13.20

  • 1. Alaska Communications (ALSK) “Expect More” from the Proposed Buyout November 2020 Pinchot Lane Investment Management LLC1
  • 2. Disclaimer This presentation is available for information purposes only and does not constitute an offer or sale or any form of general solicitation or general advertising of interests in any fund or investment vehicle (hereinafter, a "Fund") managed by Pinchot Lane Investment Management LLC or one of its affiliates (“Pinchot Lane”). Any such offer will only be made in compliance with applicable state and federal securities laws pursuant to an offering memorandum and related offering documents which will be provided to qualified prospective investors upon request. Prospective investors should review a Fund’s offering memorandum carefully, which includes important disclosures and risk factors associated with an investment in a Fund. In addition, prospective investors are encouraged to consult with their financial, tax, accounting or other advisors to determine whether an investment in a Fund is suitable for them. Any views expressed in this presentation represent the opinions of Pinchot Lane, whose analysis is based solely on publicly available information. No representation or warranty, express or implied, is made as to the accuracy or completeness of any information contained herein. Pinchot Lane expressly disclaims any and all liability based, in whole or in part, on such information, any errors therein or omissions therefrom. Pinchot Lane also reserves the right to modify or change its views or conclusions at any time in the future without notice. The information contained in this presentation does not recommend the purchase or sale of any security nor is it an offer to sell or a solicitation of an offer to buy any security. Furthermore, the information contained in this presentation is not intended to be, nor should it be construed or used as, investment, tax or legal advice. The investments discussed in articles posted in this presentation do not represent all of the investments made by Pinchot Lane and it should not be assumed that any of the investments made by Pinchot Lane for its clients have been or will be profitable. No representation or warranty, express or implied, is made as to the future performance of any Pinchot Lane fund or investment, or that investors will or are likely to achieve results comparable to those achieved by Pinchot Lane in the past, will make any profit at all or will be able to avoid incurring a loss on their investment. Past performance is no guarantee of future results. Nothing contained in this presentation should be taken as any form of commitment on the part of Pinchot Lane to take any action in connection with any particular security. Pinchot Lane and its affiliates are in the business of buying and selling securities. They have, and may in the future, buy, sell or change the form of their position in any security for any or no reason whatsoever. Pinchot Lane has neither sought nor obtained the consent from any third party to use any statements or information contained in this presentation that have been obtained or derived from statements made or published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein. This presentation may include forward looking statements. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could’” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Pinchot Lane’s forward-looking statements are based on our current intent, belief, expectations, estimates and projections. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Pinchot Lane will have no obligation to update or correct any information contained in this presentation even if Pinchot Lane is aware that it is inaccurate or outdated. Furthermore, Pinchot Lane may add, change, discontinue, remove or suspend any content posted in this presentation without notice and without liability at any time. Pinchot Lane accepts no liability and will not be liable for any loss or damage arising directly or indirectly (including special, incidental or consequential loss or damage) from use of this presentation, including any loss, damage or expense arising from, but not limited to, any defect, error, imperfection, fault, omission, mistake or inaccuracy in this presentation, its contents or associated services, or due to any unavailability of this presentation or any part thereof or any contents or associated services. Pinchot Lane also assumes no responsibility for, and shall not be liable for any damages to or viruses that may infect, your computer equipment or other property on account of your access to or use of this presentation. Your use of this presentation and use of or reliance upon any materials contained in this presentation is at your own risk. 2
  • 3. Background • Alaska Communications (NASDAQ: ALSK) is a premium telecom asset with embedded growth • ALSK has limited competition and is a strong, growing #2 player vs. its primary competitor, GCI Communications (NASDAQ: GLIBA) • On November 3, 2020, Macquarie and GCM Grosvenor announced an all- cash deal to take-private ALSK for $3.00/share, valuing the enterprise at ~$310 million • This valuation amounts to: • 4.65x TTM Adjusted EBITDA • 10.15x TTM Adjusted EBITDA less CapEx • 1.0x tangible book (no goodwill on balance sheet) • This is a ridiculously low price for a premium asset 3
  • 4. Quality of ALSK Assets • This is not a moribund, legacy set of telecom assets • Consolidated revenue is growing • Core Business/Wholesale and Consumer Broadband businesses are growing even faster • Growth segments comprise 62% of total revenue and have grown at +4% CAGR over last four years • Adjusted EBITDA has grown from $58m in 2016 to $65m in 2020 (guided), +3% CAGR • Furthermore, the business has tons of embedded optionality for future growth • COVID-19 pandemic has shown the resiliency and critical nature of assets like ALSK, which is growing through the crisis 4
  • 5. High Quality, Modern Assets (pt 1) Excerpt from 2020 Annual Meeting presentation (slide 7) • Under-monetized assets include: • Fixed Wireless (“Fi-Wi”) for consumer broadband outside of fiber footprint (see rights won from recent CBRS auction) • FTTH assets being deployed to expand consumer broadband closer to urban areas • Owned satellite assets for rural access 5
  • 6. High Quality, Modern Assets (pt 2) Excerpt from 2018 Annual Meeting presentation (slide 5) 6
  • 7. Competitive Landscape Excerpt from 2019 Annual Meeting presentation (slide 5) • Extremely limited competition in Telecom segment • Significant growth opportunities in IT/Cloud services 7
  • 8. Financial Summary Excerpt from 2020 Annual Meeting presentation (slide 9) • Growth assets • Low and declining leverage • Majority of CapEx is success/growth- based (see slides 9- 11) – not merely “maintenance CapEx” 8
  • 9. Investments in Future Growth (pt 1) • Majority of CapEx includes “success-based” investments fueling growth 9 • Incredibly important for investors to understand the algorithm of Success- based CapEx which directly drives underlying revenue and EBITDA growth
  • 10. Investments in Future Growth (pt 2) Excerpt from 2019 Annual Meeting presentation (slides 13-14) 10 Highly attractive return on investment!
  • 11. Investments in Future Growth (pt 3) • Excerpt from January 2019 Needham conference presentation (slide 14) • Success Capital in any given year comprises the majority of total CapEx • 5-yr average of 60% • FY2019 was 73% • Assures that CapEx is driving underlying business growth at attractive ROIC (from previous slide), as opposed to purely maintenance CapEx 11
  • 12. Investments in Future Growth (pt 4) 12 ALSK Q3 2018 Earnings Call (w/Anand Vadapalli, CEO at the time): • With respect to your question on growth capital, so you're right. I mean, we've said typically that you should think about our CapEx in the $35 million to $40 million range. We've said that often times in the past. We've also said that typically we tend to allocate about half of that towards growth and about half of that toward maintenance. • In fact, what we are seeing though, Bob, is in more recent years, there is an increased allocation towards growth over maintenance. Part of it is reflecting the opportunities in the customer contracts we are signing. And part of it also, the more we invest in newer technologies like fiber, the more we deploy fixed wireless access. What you will see over time is a reduction in our need for maintenance capital, because we are upgrading our network. • And candidly, in the capital program, the more we can allocate towards growth CapEx, the more it drives growth revenues, and the marginal dollar EBITDA contributions from growth revenues are very material. They are meaningful. And as to the timing of this CapEx, please keep in mind that this is all a function of - as in fact Laurie said in her remarks, this is not on spec. This is actually in support of signed customer contracts, which we believe are very accretive to the business. • So, Bob, without specifically mentioning the specifics of individual business cases of what goes into this incremental CapEx, what I can tell you is what I've said before, where typically we evaluate success capital for IRRs in the 20% range, and for payback periods, typically the 3 to 5 year range. And I'll give you the rationale for the 3 to 5 years, typically that's the duration of our customer contracts. • And we try and work very hard to try and keep the payback within the term of the initial customer contract though we know we'll get a lot more benefit and run rate from that going forward. But also, if I may, if I could point you to some of the charts that I put up earlier in my presentation, if you look at the increase in growth revenues over the last 4 or 5 years and you look at the deployment of success capital, and again, as I mentioned in my prepared remarks if you assume that the EBITDA contribution on a marginal dollar of revenue is in the 75% range, we've run the math, I'm sure you can do that as well probably better than us, and you will see that the returns on growth capital are actually very meaningful.
  • 13. In the Company’s Own Words (pt 1) • Our network is among the most expansive in Alaska and forms the foundation of service to our customers. We operate in a largely two-player terrestrial wireline market and we estimate our market share to be less than 25% statewide. However, our revenue performance relative to our largest competitor suggests that we are gaining market share in the markets we are serving. A third- party market study indicates that we have a market share of close to 40% for “near net” opportunities, that is, within one mile of our fiber network. (2019 10-K) • We completed upgrades to our subsea fiber and we remain on track with our other fiber initiatives. Additionally, we launched our improved business and operating IT systems that have already begun to transform our company. We are enhancing the customer experience and improving our operational efficiencies. In addition, our financial performance remains strong for the year and we expect to be at the high end of guidance. (Q3 2020 earnings call) • Due to the organic growth of capacity usage from factors such as cloud migration, 5G wireless backhaul and the overall need for more content streaming capacity, demand for our fiber infrastructure and high performance broadband continue to grow. With our network capabilities, our technologies and our customer relationships, we continue to drive growth, most notably in the business and wholesale markets. (Q4 2019 earnings call) 13
  • 14. In the Company’s Own Words (pt 2) Excerpt from 2019 Annual Meeting presentation (slide 12) 14
  • 15. In the Company’s Own Words (pt 3) Excerpt from 2018 Annual Meeting presentation (slide 4) Broadband-fueled growth is playing out now 15
  • 16. GCI – Monopoly Threat? (pt 1) ALSK 2019 10-K Excerpts: • Our principal facilities-based competitor for voice and broadband services is GCI, who is also the dominant cable television provider in Alaska. In the business and wholesale market, GCI holds a dominant position through its extensive fiber optic, microwave and satellite based middle mile network as well as its undersea fiber cable network, where it owns and operates two of the four existing undersea fiber optic cables connecting Alaska to the contiguous states. • GCI continues to expand its statewide reach, including through its Terra Southwest project which is funded with federal subsidies...This subsidy gives GCI a substantial competitive advantage in the markets served by Terra Southwest, and GCI receives substantial additional funding for services offered over this facility from the federal E-Rate and Rural Health Care universal service support mechanisms. GCI has indicated it intends to replicate this government subsidized model in other markets in Alaska, which will create monopoly-type conditions in these markets which are subject to minimal regulatory oversight. • In the markets where we compete with GCI (broadband and voice), GCI has approximately 50% to 60% of market share across the consumer and business segments. GCI continues to expand its voice and data network, often taking advantage of subsidized government programs which create a monopoly for services in certain markets. 16
  • 17. GCI – Monopoly Threat? (pt 2) 17 • GCI as incumbent, dominant competitor (50-60% share) likely poses limited threat to ALSK growth prospects • If GCI were to edge closer to monopoly, highly likely that regulators would take action; plenty of precedents for this kind of competitive remediation • Per slide 4, GCI + ALSK control ~75% of Alaskan telecom market • Ample growth opportunities for both entities to take share from smaller players who are under-resourced in their ability to invest in modern assets to deliver modern, high-speed services • Adjacent growth opportunities continue to exist in IT/Cloud services
  • 18. Why was ALSK undervalued for such a long time? • Extremely low liquidity sub-$5/share micro-cap stock, miniscule free float • Prior to take-private announcement, average daily volume of shares traded was ~400k - well less than $1m of average daily dollar volume • Very few institutional buyers of any size or clout are willing to take positions in these situations • “The market” is simply not efficient in valuing publicly-traded issues with these characteristics • Hardly an efficient market in this asset size range, particularly one located outside of the lower 48 United States • Generally, a hollowing out of interest and participation in micro-cap public companies, which presents a gift to private equity firms intent on acquiring high quality assets on the cheap 18
  • 19. Other Deal Dynamics to Consider • Free cash flow generated between merger announcement and close • Deal will take four quarters to close, amounts to ~$0.30/share of additional equity value from FCF generated during this period alone (based on 2020 FCF of $14-16m) • Cash generated between deal announcement and closing belongs to shareholders • Public company savings • $4-5m annual savings; capitalized, could be worth $0.73/share • Go-shop period in process • Conveniently, 30-day period includes Thanksgiving holiday week • Expires at 11:59pm on December 3rd, 2020 • Board has expressed its intention to “solicit superior proposals” here and here 19
  • 20. A More Appropriate Take-Private Valuation Appropriate comps: • Cincinnati Bell (CBB) pending acquisition, also by Macquarie • 6.6x TEV / Adj EBITDA • CBB acquisition of Hawaiian Telecom in 2018 • 6.25x TEV / Adj EBITDA (2017 actual result) • Note: “Headline” multiple looked lower at time of announcement but EBITDA declined for HCOM in 2017 vs. deal presentation (which used 2016 figure) Inappropriate comps: • Otelco (OTEL) pending acquisition by Oak Hill Capital • Other declining, legacy asset-based RLEC or CLECs See this blog post for a range of reasonable take-private valuation multiples, also see 22NW Letter to ALSK Board 20
  • 21. Key Takeaways / Summary • ALSK is a growth business with high quality, modern telecom assets and Macquarie’s attempt to buyout the Company comes at a ridiculously low price • ALSK common shareholders (including employees who own stock through ESPP) should implore the Board to conduct a comprehensive auction process to maximize price discovery of the Company’s valuable, high quality assets • Macquarie/GCM’s value creation playbook is quite clear - which is why ALSK should be worth far more to them • See Macquarie’s pending acquisition of CBB • See CBB’s investor presentation from March 2018 • Fiber-led growth, growth in fragmented IT/Cloud Services market • Multiple expansion with increased scale and growth (pretty clear ALSK could be merged with CBB post-buyout) • A logical list of potential deal interlopers (firms known for investing in critical infrastructure assets): • Brookfield Infrastructure (CBB’s original suitor) • Blackstone, KKR, Carlyle • Elliot Group • Global Infrastructure Partners • Any number of other, global private infrastructure investment groups 21 ALSK is not a melting ice cube and should not be valued as such
  • 22. H/Ts: Both of these articles were quite helpful in contextualizing ALSK’s current situation: • Andrew Walker at Rangeley Capital (blog article) • Daniel Shvartsman (Seeking Alpha article) Funds/firms previously involved in encouraging the Company to adopt more shareholder-friendly practices and make the changes needed to be a more competitive company: • Aron English at 22NW LP (Oct 4, 2018 Activist Letter to ALSK) • TAR Holdings (May 9, 2018 agreement) 22
  • 23. Further Questions / Discussion For investment inquiries and/or questions about investment research: Drew Peng Managing Member Pinchot Lane Investment Management, LLC drew@pinchotlane.com pinchotlane.com 23Pinchot Lane Investment Management LLC