Alignvest Acquisition Corporation and Trilogy International Partners LLC’s Business Combination


Trilogy International Partners Inc. (formerly Alignvest Acquisition Corporation) has completed its qualifying acquisition under which Trilogy effected a business combination with Trilogy International Partners LLC by way of a court approved plan of arrangement.

At AQX’s IPO price of $10.00 per AQX share, AQX/Trilogy is expected to have an aggregate enterprise value of US$875 million. This transaction is Canada’s second qualifying acquisition by a special-purpose acquisition company (SPAC).

The common shares and warrants of Trilogy are listed on the Toronto Stock Exchange and currently trade under the symbols “AQX” and “AQX.W” respectively, and are expected to trade under the new symbols “TRL” and “TRL.W” respectively.

Trilogy International Partners LLC was formed in 2005 as a privately held wireless telecommunications operator. Trilogy is the successor to Western Wireless International, the former international investment division of Western Wireless that managed 15 wireless operations across the globe. Trilogy currently provides wireless communications services through its operating subsidiaries in New Zealand and Bolivia. Trilogy’s Bolivian subsidiary, NuevaTel, launched operations in 2000 and was acquired by the Company from Western Wireless in 2006. Trilogy launched 2degrees as a greenfield operation in New Zealand in 2009.

2degrees in New Zealand, with estimated wireless market share of approximately 23 per cent, and NuevaTel in Bolivia, with estimated wireless market share of approximately 24 per cent, provide communications services customized for each market, including local, international long distance, and roaming services for both customers and international visitors roaming on their networks. 2degrees also provides fixed voice and broadband services in New Zealand.

Trilogy International Partners was represented by an in-house team led by Scott Morris, Senior Vice President and General Counsel.

Blake, Cassels & Graydon LLP acted as Canadian counsel to Trilogy with a team led by Cheryl Slusarchuk (corporate) and included Joseph Garcia (securities), Trisha Robertson (securities), Bruce Sinclair and Soraya Jamal (tax), Brendan Reay (securities), Chris Hewat (securities), Kyle Misewich (securities), Emma Costante (corporate), Brendan DePoe (securities), Minji Park (securities) and Daniel Cherniak (securities), Sean Boyle and Ryan Morris (litigation), Roy Millen (international trade) and Sunny Handa (communications).

Friedman Kaplan Seiler & Adelman LLP acted as US counsel to Trilogy with a team that included Barry Adelman (corporate), Gregg Lerner (corporate), Michael Gordon (corporate), Norman Alpert (securities), and Elliot Choi (corporate).

Jones Day acted as US tax counsel to Trilogy with a team that included Lester Droller.

Stikeman Elliott LLP acted as Canadian counsel to Alignvest with a team led by Simon Romano (securities) and included Don Belovich (securities), Slavica Stojimirovic (corporate), John Lorito (tax), Paul Burd (corporate) and Eliot Kolers, Alexander Rose and David Spence (litigation).

Dorsey & Whitney LLP acted as US counsel to Alignvest with a team that included Richard Raymer (securities) and John Hollinrake (securities).

Involved fees earner: Barry Adelman – Friedman Kaplan Seiler & Adelman LLP; Gregg Lerner – Friedman Kaplan Seiler & Adelman LLP; Michael Gordon – Friedman Kaplan Seiler & Adelman LLP; Norman Alpert – Friedman Kaplan Seiler & Adelman LLP; Elliot Choi – Friedman Kaplan Seiler & Adelman LLP; Richard Raymer – Dorsey & Whitney LLP; John Hollinrake – Dorsey & Whitney LLP; Cheryl Slusarchuk – Blake, Cassels & Graydon; Joseph Garcia – Blake, Cassels & Graydon; Trisha Robertson – Blake, Cassels & Graydon; Brendan Reay – Blake, Cassels & Graydon; Chris Hewat – Blake, Cassels & Graydon; Kyle Misewich – Blake, Cassels & Graydon; Brendan DePoe – Blake, Cassels & Graydon; Minji Park – Blake, Cassels & Graydon; Daniel Cherniak – Blake, Cassels & Graydon; Bruce Sinclair – Blake, Cassels & Graydon; Soraya Jamal – Blake, Cassels & Graydon; Emma Costante – Blake, Cassels & Graydon; Roy Millen – Blake, Cassels & Graydon; Sean Boyle – Blake, Cassels & Graydon; Ryan Morris – Blake, Cassels & Graydon; Sunny Handa – Blake, Cassels & Graydon; Simon Romano – Stikeman Elliott; Slavica Stojimirovic – Stikeman Elliott; Paul Burd – Stikeman Elliott; John Lorito – Stikeman Elliott; Eliot Kolers – Stikeman Elliott; Alexander Rose – Stikeman Elliott; David Spence – Stikeman Elliott; Donald Belovich – Stikeman Elliott; Lester Droller – Jones Day;

Law Firms: Friedman Kaplan Seiler & Adelman LLP; Dorsey & Whitney LLP; Blake, Cassels & Graydon; Stikeman Elliott; Jones Day;

Clients: Trilogy International Partners Inc.; Alignvest Acquisition Corporation;

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Author: Ambrogio Visconti