Alignvest (SPAC) combines with Trilogy International Partners

On February 7, 2017, Trilogy International Partners Inc. (formerly Alignvest Acquisition Corporation) (TSX:AQX.A)(TSX:AQX.WT) (“Trilogy”) 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 first qualifying acquisition by a special-purpose acquisition company (SPAC) completed by way of a plan of arrangement. It also involved a novel “Up-C” structure involving redeemable and exchangeable LLC interests.

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 now trade under the new symbols “TRL” and “TRL.W.”

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 led by Barry Edelman (corporate) and Gregg Lerner (corporate), and included Michael Gordon (corporate), Norman Alpert (securities) and Elliot Choi (corporate).

Jones Day acted as US tax counsel to Trilogy with a team led by Lester Droller (tax) and Edward Winslow (securities).

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

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