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. 30-day go-shop period currently in progress, expires 11:59pm ET on December 3rd, 2020.
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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