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MoFo Advises ATN International and Freedom 3 Capital (Project 8) in Agreement to Acquire Alaska Communications

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Morrison & Foerster has advised Project 8, LLC (“Project 8”), a new entity formed by ATN International, Inc. (NASDAQ: ATNI) (“ATN”) and its financial partner Freedom 3 Capital, LLC (“F3C”), in connection with its agreement to acquire Alaska

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Morrison & Foerster has advised Project 8, LLC (“Project 8”), a new entity formed by ATN International, Inc. (NASDAQ: ATNI) (“ATN”) and its financial partner Freedom 3 Capital, LLC (“F3C”), in connection with its agreement to acquire Alaska Communications Systems Group, Inc. (NASDAQ: ALSK) (“Alaska Communications”), the leading provider of advanced broadband and managed IT services for businesses and consumers in Alaska.The all-cash transaction is valued at approximately $332 million, including outstanding net debt. Under the terms of the transaction, Project 8 has entered into a definitive agreement to acquire all the outstanding shares of Alaska Communications common stock for $3.40 per share in cash. ATN will operate and consolidate the new entity and Alaska Communications through its majority ownership stake.Headquartered in Beverly, Massachusetts, ATN invests in and operates communications, energy, and technology businesses in the United States and internationally, including the Caribbean region, with a particular focus on markets with a need for significant infrastructure investments and improvements.The transaction was announced on January 4, 2021, and is subject to the approval of Alaska Communications’ stockholders, regulatory approvals, and other customary closing conditions.  The MoFo team advising Project 8 on the transaction was led by New York corporate partner Mitchell Presser and Washington D.C. corporate partner David Slotkin, together with San Francisco corporate of counsel Jeffrey Washenko, San Diego corporate associate Shai Kalansky, Washington D.C. corporate associate Meredith Carr, and Denver corporate associate Eric Pacifici; San Francisco private equity/finance partner Dario Avram and San Francisco finance of counsel Eric Min; New York executive compensation partner Ron Aizen; Washington D.C. employment + labor of counsel Andrew Turnbull; Washington D.C. antitrust partner Jeff Jaeckel; and New York tax partner Tony Carbone and of counsel Dave Sturgeon.Read more in the company’s <a target="_blank" href="https://ir.atni.com/news-releases/news-release-details/atn-international-inc-announces-agreement-acquire-alaska">press release</a>.

MoFo Advises ATN International and Freedom 3 Capital (Project 8) in Agreement to Acquire Alaska Communications

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Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As the co-chair of the firm’s Band I global Food + Agriculture Industry practice, and member of the firm’s global ESG + Sustainability steering committee, as well as the Private Equity and M&A groups, Mitchell utilizes his vast experience in high-stakes M&A and private equity deals to drive successful outcomes for clients in diverse sectors, including food production, agribusiness, financial services, industrials, insurance, sports and entertainment, energy, retail, and more.As a founding partner of Paine Schwartz Partners, a premier U.S. private equity firm dedicated to sustainable food chain investing, Mitchell’s unique insights are shaped by over eight years as an investor. Mitchell proficiently understands both the legal and business environments, positioning him as a trusted advisor for clients navigating the intricate world of mergers, acquisitions, and private equity transactions.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Mitchell is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on international business sales and negotiations. He has served as board member for various privately-held and public companies.

Mitchell Presser

Partner

David P. Slotkin

Jeffrey Washenko has extensive experience in U.S. and cross-border public and private mergers, acquisitions and divestments, joint ventures, financings, strategic investments and corporate partnering, particularly transactions involving China and Asia, for corporations and private equity groups.Jeffrey’s recent experience in mergers, acquisitions and divestitures includes representing:<ul><li>Texas Pacific Group in the sale of Advanced Interconnect Technologies Ltd., a semiconductor testing and assembly company, to Unisem (M) Berhad.</li><li>Baring Asia Private Equity in connection with its sale of Sky Auction Inc. and Resilience Corporation and acquisitions of Amsino Medical Group and VPEP Inc.</li><li>Steelhead Partners in its investments in Globalstar Inc., Level 3 Communications.</li><li>NTT Communications with the sale of Autoweb Inc. to Kinderhook Private Equity.</li><li>Verio Inc. in the acquisition of the SME-hosting business from NTTEO Gmbh.</li><li>Flash Electronics Inc., a leading EMS company, in its merger with Asteel, forming a $750 million annual revenue company.</li><li>Microsoft Corporation in connection with several share and asset acquisitions in the US and Europe.</li></ul>Additional significant transactions include:<ul><li>Moulin Global Eye Care Holdings, Ltd. in its $450 Million acquisition from T. H. Lee of Eye Care Centers of America, Inc., the second largest optical retail chain in the United States and Moulin Global Eye Care Holdings, Ltd. in its $800 million bid for NYSE listed Cole National Corporation.</li><li>Microcell, a leading original design manufacturer for GSM handset devices in its $200 million sale to NASDAQ listed Flextronics, Ltd.</li><li>First Republic Bank in its $177 million stock acquisition of NASDAQ listed BWC Financial Corp.</li><li>Advanced Interconnect Technologies, a global provider of semiconductor testing and assembly services based in Pleasanton, California, in its $250 million merger with several testing and assembly companies of Hana Microelectronics plc, a Thai publicly listed company and in its acquisitions of Multitech Design & Test, Inc. and Semiconductor Services L.C.</li><li>Amkor Technology in connection with its purchase of semiconductor testing assets of IBM in Singapore and China and entering into a long term supply contract for testing and assembly services.</li><li>KPN Mobile in the $602 million sale of its 22% stake in PT Telkomsel, the largest cellular operator in Indonesia, to Singapore Telecommunications.</li></ul>Jeffrey has been recognized by several legal and business organizations and publications including:<ul><li>Global Counsel 3000 - Recommended Lawyer for Private and Venture Capital.</li><li>Global Counsel 3000 - Recommended Lawyer for Corporate Transactions.</li><li>PLC Which Lawyer? – Recommended Lawyer for Private Equity and Cross-border Private Equity.</li></ul>

Jeffrey Washenko

Of Counsel

Shai Kalansky focuses his practice on corporate and transactional matters, including mergers, acquisitions, venture capital financings, and securities offerings, for public and private companies. His clients are U.S. and non-U.S. entities in the climate tech, life sciences, healthcare, hospitality, and technology industries. Shai is a member of the firm’s Israel practice.Shai has extensive experience representing startup to late-stage private companies in the climate tech and sustainability space. He provides corporate and finance advice in connection with equity and convertible debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. He has extensive experience working with sustainable infrastructure companies throughout their lifecycle. Shai regularly advises investors on investments, acquisitions, and dispositions of climate tech companies.Shai has a robust life sciences practice advising innovative and disruptive companies across numerous subsectors. His clients include medical device, genetic testing, plant-based therapeutics, bio-marker-derived diagnostic solutions, laboratory consumables, genetic testing, and immunotherapy cancer treatment companies. His experience in the sector enables him to successfully advise his clients across various transactions.Shai acts as companies’ outside general counsel, in which capacity he advises clients with respect to licensing matters, commercial contracts, and employment issues.Shai was recognized by Best Lawyers: Ones to Watch® in America 2023-2024 for Corporate, M&A, and Venture Capital. He was also ranked as Up and Coming for Venture Capital by Chambers USA 2024. His venture capital clients interviewed by Chambers USA mentioned Shai is very “responsive and thoughtful” and “knowledgeable and pragmatic.”Shai is a member of MoFo’s ESG + Sustainability Steering Committee and is also the Environmental Sustainability Firmwide Committee attorney co-chair.He is fluent in Hebrew and conversant in Spanish.

Shai Kalansky

Darío Avram is co-chair of Morrison Foerster’s Finance Group and a member of the Private Equity Buyouts & Investment Group. His transactional practice is focused on financings and private equity matters, with additional experience in restructurings.Darío regularly represents private equity sponsors and their portfolio companies in a variety of complex U.S. and cross-border financing transactions, including leveraged buyouts, refinancings, and restructurings. He has led transactions covering a range of industries, including technology, financial services, healthcare and life sciences, industrials, professional services, and consumer products, among others.Darío has been recognized by Chambers USA as a notable practitioner for Banking & Finance in California. He was also recognized by Global M&A Network as one of Americas Top 50 Rising Dealmakers and by Legal 500 as a key partner for Private Equity Buyouts.

Dario D. Avram

Eric Min is a partner in the Finance and Private Equity Buyouts & Investment Groups at Morrison Foerster.Eric regularly advises private equity sponsors and their portfolio companies and fintech companies in a variety of complex U.S. and cross-border financing transactions, including leveraged acquisitions, syndicated lending, investment grade lending, asset-based lending, and warehouse facilities. Eric has substantial experience representing clients in transactions covering a wide variety of industries, including technology, fintech, consumer and retail and professional services.

Eric Min

Andrew co-chairs the firm’s Global Employment and Labor Group. He represents companies on a broad range of labor and employment litigation and counseling matters, successfully defending clients in number complex matters before federal and state courts and administrative agencies. A primary focus of his practice involves helping companies navigate the unique employment issues that arise when doing business with the federal government, such as:<ul><li>OFCCP compliance</li><li>Creating and implementing affirmative action plans</li><li>Defending OFCCP audits and onsite investigations</li><li>Conducting mock pay equity audits</li><li>Drafting and developing business ethics policies and programs</li><li>Complying with the Service Contract Act, E-Verify, and the Drug Free Workplace Act</li></ul>He is also well-versed in defending clients against claims alleging trade secret misappropriation, breach of post-employment restrictions, wage-and-hour violations, discrimination, and retaliation.Andrew routinely develops practical, proactive strategies to help employers minimize risk on various human resource matters. Andrew regularly advises clients on:<ul><li>EEO and diversity</li><li>Wage-and-hour</li><li>High-stakes employee terminations</li><li>Executive disputes</li><li>Reductions in force</li><li>Leaves of absence</li><li>Accommodations</li><li>Pay equity</li><li>Employee selection processes</li><li>Employment testing</li><li>Contingent workers </li><li>Policy development and application</li></ul>In addition, Andrew advises on a wide range of employment transactional matters, such as drafting and negotiating executive employment agreements and separations, overseeing internal investigations and audits of employment issues, and conducting employment diligence on mergers, acquisitions, and other corporate transactions.He has significant experience advising technology and other companies on protecting against the loss of trade secrets, proprietary information, and current and prospective clients. Andrew also represents employers in matters involving union avoidance, negotiating and drafting collective bargaining agreements, handling union grievances, and avoiding and defending unfair labor practice charges.<h4>Federal Contractor Experience</h4><ul><li>Defended numerous OFCCP audits, including closing audits with a finding of no violations against a major accounting firm, a language learning software provider, and a technology consulting company</li><li>Obtained complete dismissal of a significant OFCCP complaint against a large aerospace and space transport company</li><li>Performed mock SCA audits for various contractors</li><li>Led labor and employment diligence for $1 billion acquisition of international security firm</li><li>Developed and overhauled numerous affirmative action plans and EEO training programs</li><li>Analyzed subcontractor status for numerous companies to determine OFCCP coverage, including for a large semiconductor manufacturer</li><li>Conducted E-Verify and I-9 audit for a national dispute consulting contractor</li><li>Performed “single entity” analysis for one of the largest mutual life insurance companies</li><li>Conducted pay equity audits for contractors, including for a software and consulting company</li><li>Obtained DOL approval under the SCA for self-funded fringe benefit program of an aviation and space contractor</li><li>Advised a multinational package delivery company on establishing program to conduct denied party screening under lists maintained by OFAC and BIS while minimizing risk of discrimination claims and compliance with background check laws</li><li>Advised a global coffee and coffeehouse chain on establishing hiring processes to avoid discrimination claims while complying with ITAR/EAR</li><li>Developed business ethics policies and programs for a large pharmaceutical manufacturer</li></ul><h4>Other Representative Experience</h4><ul><li>Defended education association against claims by former employers of two executives alleging breach of restrictive covenants and theft of trade secrets and confidential information</li><li>Obtained preliminary injunction enforcing a noncompetition agreement and other restrictive covenants against a former senior sales executive of a technology firm</li><li>Led internal investigation of sexual harassment claims against COO of a public real estate firm</li><li>Advised a global food manufacturer in avoiding litigation while terminating employee threatening whistleblower claims based on employer’s confidential information</li><li>Defended former senior executives of a global manufacturer of performance fabrics against allegations of misappropriation of trade secrets and breach of noncompetition agreements</li><li>Advised an entrepreneur in creating startup while minimizing risk of his former employer pursuing enforcement of restrictive covenants </li><li>Assisted a property management firm in navigating internal investigation of whistleblower claims related to alleged fraud, ethics violations, and sexual harassment by senior executive</li><li>Won motion for reconsideration convincing court to grant summary judgment in gender discrimination and retaliation case against a large DC employer </li><li>Obtained terminating sanctions and attorneys’ fees and costs for discovery violations in a discrimination suit against a large utility provider </li><li>Obtained favorable arbitration decision for a software company in claims by former executive alleging breach of his employment agreement</li><li>Advised a company board in navigating termination of CEO and successfully defended CEO’s breach of contract and wage claims</li><li>Defended numerous EEOC charges, including against a national event planner, a multinational professional services company, and an operator of research and development centers for the government</li><li>Defended and settled over 30 unfair labor practice charges against a national call center operator</li><li>Negotiated new collective bargaining agreements with four separate unions in bankruptcy of an international maritime shipping company</li><li>Awarded pro bono achievement award for defending a non profit in litigation and several administrative audits before the EEOC and state agencies related to a former employee’s whistleblower and discrimination claims, including defending multiple onsite investigations</li><li>Oversaw validation of pre-employment tests for a national food service distributor</li></ul>Prior to joining MoFo, Andrew was a human resources manager for an Inc. 500 company, ranked as one of the fastest-growing private companies in the United States.Andrew is a member of the steering committee and actively involved in the Washington Metro Industry Liaison Group. He is also a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.<h4>Rankings</h4><ul><li>Recommended for Government Contracts – Legal 500 US 2019 </li></ul>

Andrew Turnbull

Co-Chair, Global Employment and Labor Practice

Jeff has notable experience representing public and private corporations in connection with their most significant and complicated antitrust litigation in federal and state courts. He regularly represents clients in all antitrust aspects of complicated transactional matters, including strategy and structuring of transactions to avoid antitrust risk and achieve strategic business objectives, and U.S. and multinational merger notification and review. Jeff also represents domestic and international companies in connection with government investigations of conduct, including civil investigations relating to monopolization or criminal investigations of alleged price-fixing. Jeff also assists clients in the protection of their intellectual property and counsels clients on the antitrust ramifications of commercial agreements to capitalize on the value of intellectual property.Jeff represents clients across a range of industries, including pharmaceuticals and medical devices, semiconductors, software, Internet services, transportation, consumer products, telecommunications, and media and entertainment.In addition to his active practice, Jeff is Morrison Foerster’s Vice Chair. Jeff formerly served as co-chair of Morrison Foerster’s Global Antitrust Law Practice Group and as a member of the firm’s Board of Directors, and co-chair of the firm’s eDiscovery Task Force.Jeff serves as an associate editor of the Antitrust Magazine of the American Bar Association Antitrust Section. He graduated with honors and was a member of Omicron Delta Epsilon, the international honor society in Economics. He was a writing staff member for the Wisconsin Environmental Law Journal, and was elected to Order of the Coif.

Jeff Jaeckel

Vice Chair

Anthony J. Carbone is a partner in our New York office and chair of the Tax practice. His practice focuses on tax planning strategies and the tax consequences of a wide range of business, investment and capital markets transactions in the U.S. and internationally.He advises clients on all forms of mergers and acquisitions, reorganizations, fund formation and leveraged buyouts representing private equity funds, deal sponsors, investment banks, commercial banks and hedge funds, as well as venture capital, real estate and other funds (foreign and U.S.), acquiring target companies, and management groups.Tony has extensive experience on the tax aspects of bankruptcy matters and has been involved in many high-profile matters. He also has extensive experience in the tax aspects of corporate finance transactions representing both financial institutions and their customers and clients. He advises banks and other offshore clients on the tax aspects of their U.S. and offshore business activities, and their offerings of securities and other financial products into the U.S. His experience includes foreign investments in the U.S. and abroad, international joint ventures and international finance transactions.Tony also has extensive experience in a wide variety of securities offerings, including complex debt securities, securitization transactions and derivatives. His expertise includes debt securities that contain an embedded derivative, including finance instruments with returns linked to various types of reference assets.Tony handles federal, state and local tax controversies involving both administration proceedings and litigation in federal and state courts. Tony has also been involved in a number of cases challenging the applicability and/or constitutionality of certain New York State and city tax provisions and has successfully had such proceedings transferred from the State Tax Administration Tribunal to the New York state courts.Prior to joining Morrison Foerster, Tony was a tax partner at a large, international law firm based in New York and prior to that he was a partner at Bingham McCutchen LLP, where he was co-leader of the Tax Group, a former deputy chair of the corporate area, and co-managing partner of Bingham’s New York office. Tony is a member of the American Bar Association (Tax Section) and the New York State Bar Association (Tax Section). He is the former President of the New York Chapter of the Indiana University Kelley School of Business Alumni Association and has served as a member of the Board of Directors of the university’s alumni organization.Tony is a Certified Public Accountant.

Anthony Carbone

Chair of the Tax Practice

David Sturgeon is a partner in Morrison Foerster’s Federal Tax practice.Dave advises clients on a broad range of complex business transactions, including domestic and cross-border mergers and acquisitions, joint ventures, spin-offs and other divestitures, as well as financings, refinancings, restructurings and other business transactions.He earned his J.D. from the University of Chicago Law School, where he was a member of the Chicago Journal of International Law, and received his Master of Laws in taxation from New York University School of Law.Prior to joining Morrison Foerster, Dave was an associate at a law firm in New York, where he represented public companies, financial institutions, private equity clients and other sponsor entities across industries in an extensive range of business transactions.