Applicant
Alignvest Acquisition Corporation, Trilogy International Partners LLC & Subsidiaries
Case number(s)
201610101
Decision date
Type
Decision
DecisionConsent granted
Section 13(1)(a) Overseas Investment Act 2005
Decision Date22 December 2016
Investment

An overseas investment in significant business assets, Alignvest Acquisition Corporation (“AQC”), Trilogy International Partners LLC (“TIP”) and Trilogy International New Zealand LLC (“TINZ”)(together, the “Consent Holders” and each, a “Consent Holder”) effecting the following implementation steps:

  • the acquisition by AQC, and/or any 100% wholly-owned direct or indirect subsidiary of AQC, of up to 100% of the rights and interests in all securities of TIP (including by way of an increased percentage of its holding of securities of TIP as a result of a redemption of remaining redeemable securities of TIP);
  • the acquisition by TIP and/or any 100% wholly-owned direct or indirect subsidiary of TIP, of up to 100% of the rights and interests in all securities of TINZ; and
  • the acquisition by AQC, TIP, TINZ or any 100% wholly owned direct or indirect subsidiary of any of the foregoing, of up to 100% of the rights and interests in all securities of Two Degrees Mobile Limited (“2Degrees”)
each of which may occur in one or more steps (the “Proposed Transaction”).
ConsiderationUp to US$266,820,000
ApplicantAlignvest Acquisition Corporation, Trilogy International Partners LLC & Subsidiaries
United States Public (40.33%)
Canada Public (20.71%)
Netherlands Public, Netherlands (18.3%)
Cayman Islands Public (9.4%)
New Zealand Public (6.51%)
Various overseas persons (2.45%)
United Kingdom Public (2.3%)
VendorTrilogy International Partners LLC
John W. Stanton and Terry E. Gillespie, United States of America (39.53%)
United States Public (27.18%)
Various overseas persons (6.38%)
First Alaskan Capital Partners-Trilogy LLC, United States of America (7.3%)
Coastline International Limited, Cayman Islands (7.12%)
Providence Trilogy Cayman Limited, Cayman Islands (7%)
New Island Cellular LLC, United States of America (5.49%)
Background

AQC is a special purpose acquisition corporation listed on the Toronto Stock Exchange. Using funds raised through its initial public offering, AQC seeks to obtain a controlling interest in 2Degrees. The Proposed Transaction will be effected through a number of implementation steps and will involve (among other steps) the acquisition of 2Degrees securities by entities in the wider TIP corporate group (the “TIP Group”) and the acquisition by AQC of securities in the TIP Group.

The Proposed Transaction has satisfied the criteria in section 18 of the Overseas Investment Act 2005.
More informationAndrew Harmos
Harmos Horton Lusk
PO Box 28
Shortland Street
Auckland
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