United States securities and exchange commission logo
December 11, 2020
Erik Mickels
Chief Financial Officer
Trilogy International Partners Inc.
155 108th Avenue NE
Suite 400
Bellevue, WA 98004
Re: Trilogy
International Partners Inc.
Form 20-F for the
Fiscal Year ended December 31, 2019
Filed March 24,
2020
File No. 000-55716
Dear Mr. Mickels:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2019
Results of Operations, page 85
1. We note you present New
Zealand Adjusted EBITDA and Adjusted EBITDA Margin %
on page 91 and Bolivia
Adjusted EBITDA and Adjusted EBITDA Margin % on page 96.
However, you do not
provide the most directly comparable GAAP measures nor
reconciliations from
the most directly comparable GAAP measures. Please revise
accordingly. Refer to
Questions 102.10 and 104.03 of the Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures and Item 10(e) of Regulation S-K.
Similar concerns apply
to your earnings releases included in 6-K s dated March 25, 2020,
May 11, 2020, August
11, 2020, and November 10, 2020.
General
2. Please provide us with
your analysis as to how you determined that you are a foreign
Erik Mickels
Trilogy International Partners Inc.
December 11, 2020
Page 2
private issuer. In this regard, we note your statement on page 144,
that, As of March 24,
2020, based on the Company s shareholders register held at TSX
Trust, there were 66
shareholders of record of the Company s Common Shares in the United
States, holding
100% of the outstanding Common Shares of the Company. Further, your
table on page
142 shows Theresa Gillespie, Director, beneficially owning 61.19% of
your Class C Units
as well as a resident of the United States. Finally, you identify
Bellevue, Washington as
your principal executive offices and on page 118 your CEO, CFO, and
SVP, General
Counsel are shown as residents of the United States. Refer to the
definition of foreign
private issuer under Exchange Act Rule 3b-4(c).
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Stephen
Krikorian,
Accounting Branch Chief, at (202) 551-3488 with any questions.
FirstName LastNameErik Mickels Sincerely,
Comapany NameTrilogy International Partners Inc.
Division of
Corporation Finance
December 11, 2020 Page 2 Office of
Technology
FirstName LastName