Banking Recap

M&A Transaction Announced

Trilogy International Partners Inc., a telecommunications holding company (SIC 4812, radiotelephone communications), filed a definitive merger proxy statement (DEFM14A) describing a going-private arrangement under which SG Enterprises II, LLC, a Washington limited liability company controlled by John W. Stanton and Theresa E. Gillespie, will acquire all outstanding common shares of Trilogy not already held by the Purchaser for US$0.07 per share in cash. SG Enterprises already held an aggregate of approximately 19.1% of Trilogy's outstanding common shares prior to the arrangement.

Feb 21, 2024·SEC EDGAR (DEFM14A)·pending regulatory·going-private arrangement (controlling-shareholder buyout)

This entry is sourced from Trilogy International Partners' DEFM14A proxy statement and management information circular, filed with the SEC on February 21, 2024, in connection with a special meeting of shareholders to vote on the arrangement under section 288 of the Business Corporations Act (British Columbia). A subsequent 8-K exhibit filed by the company on March 25, 2024, confirms that shareholders approved the going-private transaction at the special meeting, indicating the deal proceeded toward closing after this proxy was filed.

On financial advisory, Haywood Securities Inc. was engaged as financial advisor to the Special Committee of independent directors formed to evaluate the proposal, and delivered a fairness opinion (the "Fairness Opinion") concluding that the consideration to be received by shareholders was fair, from a financial point of view, to the unaffiliated shareholders. No financial advisor is named as representing the Purchaser (SG Enterprises) in the excerpted sections reviewed.

On legal advisory, DuMoulin Black LLP served as legal advisor to the Special Committee, while Blake, Cassels & Graydon LLP ("Blakes") served as legal counsel to the Company (Trilogy) more broadly. The proxy does not name a separate law firm representing the Purchaser in the sections reviewed.

The deal structure disclosed is a cash-only going-private arrangement at US$0.07 per common share, arising after the company had already made two prior cash distributions to shareholders (in 2022 and 2023) following earlier asset sales, and was pursuing termination of its public reporting obligations. The Special Committee negotiated the Purchaser up from an earlier lower offer to the final US$0.07 figure before recommending the deal.

What is not disclosed, or not confirmed with high confidence from the excerpted text: no aggregate dollar value for the transaction was identified (only the per-share price, which cannot be used as an aggregate value under this schema), no financial advisor was identified for the Purchaser, and no confirmed closing date is recorded here beyond the shareholder approval vote referenced in a later filing.