Filing Details
- Accession Number:
- 0001140361-23-058011
- Form Type:
- 13D Filing
- Publication Date:
- 2023-12-17 19:00:00
- Filed By:
- Sg Enterprises, Ii Llc
- Company:
- Trilogy International Partners Inc.
- Filing Date:
- 2023-12-18
- SEC Url:
- 13D Filing
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D*
(Amendment No. 7)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d‑1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
| Trilogy International Partners Inc. | ||
| (Name of Issuer) |
| Common Shares, no par value | ||
| (Title of Class of Securities) |
| 89621T108 | ||
| (CUSIP Number) |
Gregg S. Lerner, Esq.
Joel I. Frank, Esq.
Friedman Kaplan Seiler Adelman & Robbins LLP
7 Times Square
New York, NY 10036-6516
| (212) 833-1100 | ||
| (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications) |
| December 15, 2023 | ||
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d‑1(f) or 13d-1(g), check the following box: ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
The following reporting persons (collectively, the “Reporting Persons”) (i) SG Enterprises II, LLC, a Washington limited liability company (“SG”), (ii) John W. Stanton (“Mr. Stanton”), and (iii)
Theresa E. Gillespie (“Ms. Gillespie”) hereby amend and supplement the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2017, as amended by Amendment No. 1 filed with the SEC on
August 31, 2021, by Amendment No. 2 filed with the SEC on September 13, 2021, by Amendment No. 3 filed with the SEC on January 6, 2022, by Amendment No. 4 filed with the SEC on May 25, 2022, by Amendment No. 5 filed with the SEC on March 17, 2023
and by Amendment No. 6 filed with the SEC on November 13, 2023. Mr. Stanton and Ms. Gillespie are husband and wife and are the sole owners, members, managers and officers of SG.
This Schedule 13D relates to the common shares, without par value (the “Common Shares”), of Trilogy International Partners Inc., a corporation continued under the laws of British Columbia, Canada (the “Issuer”),
with its principal executive offices located at 105 108th Avenue NE, Suite 400, Bellevue Washington 98004.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule is hereby amended by adding the following text immediately prior to the last paragraph thereof:
“On December 15, 2023, SG delivered to the Special Committee of the Board (the “Special Committee”) a non-binding letter of intent proposing a transaction in which SG would acquire all of the issued Common
Shares of the Issuer that SG does not already own (the “LOI”). Under the terms of the LOI, SG proposes to acquire all of the Common Shares that it does not already own for a purchase price of US $0.001 per Common Share in cash, assuming the
Issuer makes, immediately prior to such purchase, a distribution to shareholders of US $0.065 per Common Share. Alternatively, if the Issuer prefers not to make any additional distributions to shareholders, SG is willing to discuss a share purchase
on terms that provide substantially equivalent economic benefits to the Issuer’s shareholders.
If the parties agree to proceed with the potential transaction, SG expects that the potential transaction would be carried out by way of a court-approved plan of arrangement under the Business
Corporations Act (British Columbia).
The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10 hereto.
On December 18, 2023 the Issuer and SG issued a press release announcing the communication with the Special Committee described above. The press release is furnished as Exhibit 11 hereto and incorporated herein by
reference.”
| Item 7. | Material to be filed as Exhibits. |
Item 7 of the Schedule is hereby amended by adding the following as Exhibits thereto:
“10. Letter to the Special Committee of the Board of Directors of Trilogy International
Partners Inc., dated December 15, 2023.
11. Press Release dated December 18, 2023.”
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: December 18, 2023 | ||
| SG ENTERPRISES II, LLC | ||
| /s/ John W. Stanton | ||
| John W. Stanton | ||
| Manager | ||
| JOHN W. STANTON | ||
| /s/ John W. Stanton | ||
| John W. Stanton | ||
| THERESA E. GILLESPIE | ||
| /s/ Theresa E. Gillespie | ||
| Theresa E. Gillespie | ||