BELLEVUE, WA / ACCESSWIRE / June 10, 2022 / Trilogy International Partners Inc. (“Trilogy” or the “Company”) (TSX: TRL)an international fixed and wireless broadband telecommunications operator, today announced that the Company’s Board of Directors (the “Board”) has declared a return of capital distribution to holders of the Company’s common stock ( the “Ordinary Shares”) pursuant to a Liquidation Plan adopted by the Board on June 10, 2022.
The return of capital distribution will be an aggregate amount of C$150,000,000 (or approximately US$120 million), which represents C$1.69 per common share. Shareholders living outside of Canada will receive the distribution in US dollars in an amount reflecting the applicable exchange rate on the distribution date.
In connection with the distribution, the board confirmed a reduction in the stated capital of the common shares in an aggregate amount equal to C$150,000,000 (or approximately US$120 million), which reduction had previously been approved by unitholders of common shares at a special meeting held on March 15, 2022.
The distribution is expected to be paid on June 27, 2022 (the “Payment Date”) to holders of Common Shares of record at the close of business on June 17, 2022 (the “Record Date”). The Toronto Stock Exchange has decided to implement its due bill trading procedures with respect to the distribution of C$1.69 per share. The ordinary shares will begin trading on a due bill basis on June 16, 2022 and will begin trading “ex-distribution” on June 28, 2022. The due bill redemption date will be June 29, 2022 .
This initial and principal distribution of net cash proceeds follows the completion of the sale of Trilogy’s New Zealand subsidiary, Two Degrees Group Limited (“2degrees”), on May 19, 2022, at a net worth of $1.315 billion. New Zealand dollars based on an implied business value of NZ$1.70 billion, including lease liabilities. At closing, after distributions to minority shareholders, settlement of 2 degree options and reductions in certain transaction-related costs, the Company received approximately NZ$905 million, excluding the share of the Company of NZ$30 million held in escrow to secure the eventual payment of certain potential indemnifications and other claims until the first anniversary of closing.
As the initial use of the sale proceeds, Trilogy prepaid all of its outstanding debt, including related accrued interest. The prepayments were made in May for an amount of approximately US$450 million and satisfied outstanding debt and accrued interest under the 8.875% senior secured notes and 10 % of its subsidiary as well as its 13.5% bridge loans. The prepayment of the debt followed the settlement of the previously disclosed hedging agreement whereby the Company converted the sale proceeds of NZ$673 million into US$450 million at the contractual exchange rate of 0.669.
Substantially all of the remaining proceeds, after the prepayment of the debt securities and the payment of certain corporate working capital obligations accrued to the date of the transaction, were converted into U.S. and Canadian dollars within amounts that should be used for distributions and corporate use. These amounts will be used to fund the initial distribution to shareholders and to provide a cash reserve of approximately US$30 million which will supplement the Company’s share of the escrow of up to approximately US$14 million at rates current exchange rates. The majority of the US$30 million reserve will be used for costs related to the eventual dissolution of the company and for the payment of any compensation claims that may arise from the transaction but which are not funded by the insurance policy. warranty insurance or through the aforementioned purchase. price escrow. As previously indicated, the ultimate amount of distributions to shareholders will be subject to certain factors, including the amount of escrow proceeds that will be returned to the Company when the escrow ends at the end of May 2023, fluctuations in foreign exchange rates and costs associated with escrow. dissolution of the Company.
About Trade Due Invoices
The notes payable represent rights to cash and will attach to the ordinary shares between the first trading day preceding the record date and the payment date, allowing the ordinary shares to retain the value of the distribution right until let her be paid. In the case of matured bills, the ex-date is postponed to the first trading day following the payment date.
About Trilogy International Partners Inc.
Trilogy is the parent company of Trilogy International Partners LLC, a fixed and wireless broadband telecommunications operator formed by wireless industry veterans John Stanton, Theresa Gillespie and Brad Horwitz.
Its head office is located at 155 108th Avenue NE, Suite 400, Bellevue, Washington, 98004 USA. For more information, visit www.trilogy-international.com.
This press release contains “forward-looking information” within the meaning of applicable securities laws in Canada and “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 of the United States of America. Forward-looking information and forward-looking statements include, but are not limited to, statements regarding the amount and timing (including the record date) of distributions to shareholders,the use of the remaining proceeds, the reduction of capital and the repayment of capital, the commencement of trading of the notes due and any subsequent distribution. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “estimate”, “plan”, “target”, “expect” or “do not expect”, ” an opportunity exists”, “prospect”, “outlook”, “strategy”, “intends”, “believes”, or variations of such words and expressions or statements as certain actions, events or results “could”, ” may”, “could”, “will”, “will be taken”, “will occur” or “will be carried out”. In addition, any statements referring to expectations, intentions, estimates, projections or other characterizations of future events or circumstances contains forward-looking information and statements.
Forward-looking information and statements are provided for the purpose of helping readers understand management’s current expectations and plans regarding the future. Readers are cautioned that such information and statements may not be appropriate for other purposes. The forward-looking information and statements contained in this press release are based on our opinions, estimates and assumptions in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors that we currently deem appropriate and reasonable in the circumstances. These opinions, estimates and assumptions include, but are not limited to, exchange rates, expected costs associated with the dissolution of the Company and the amount of escrow proceeds that are returned to the Company. Despite a careful process of preparing and reviewing forward-looking information and statements, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.
Numerous risks and uncertainties, some of which may be unknown, relating to Trilogy could cause actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied by the forward-looking information and statements. These risks and uncertainties include, but are not limited to, those related to exchange rate fluctuations, the expected costs associated with the dissolution of the Company and the amount of escrow proceeds that will be returned to the Company.
Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking information and statements contained in this press release, there may be other risk factors that we do not not currently known or that we currently believe to be immaterial which could also cause actual results or future events to differ materially from those expressed in the forward-looking information in this press release. Please review our continuous disclosure documents available under Trilogy’s profile at www.sedar.com and to www.sec.gov for information about the risks and uncertainties associated with our business.
Readers should not place undue reliance on forward-looking information and statements, which speak only as of the date made. The forward-looking information and statements contained in this press release represent our expectations as of the date of this press release. We disclaim any intention or obligation or undertaking to update or revise any forward-looking information or statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. .
Investor Relations Contact Information
Vice President, Investor Relations and Corporate Development
Senior Vice President, Chief Financial Officer
Trilogy media contact
Vice President, Investor Relations and Corporate Development
THE SOURCE: Trilogy International Partners Inc.
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https://www.accesswire.com/704627/Trilogy-International-Partners-Inc-Announces-Declaration-of-Initial-Distribution-to-Shareholders-of-C150-Million-Following-the-Sale-of-Its- New Zealand-subsidiary