We were retained to act as Special Counsel to Peer 1 Network Enterprises, a publicly traded Borrower based in British Columbia to negotiate and close a $75,000,000 loan transaction with a chartered bank of Canada. Peer 1 is a leading hosting provider and provider of online IT infrastructure.
The Facility itself was comprised of a Revolving and a Non-Revolving component, the Revolving component containing an Accordion feature.
Loans made under either Facility were, at the Borrower’s option, made in Canadian dollars pursuant to Prime Rate Loans or Banker’s Acceptances or in US dollars pursuant to US Base Rate Loans or LIBO Rate Loans. In addition, Letters of Credit in either Canadian or US dollars were available under the Revolving Facility. At the Company’s option, the Company can convert Loans from one type to another.
The Borrower was a parent company and had a complicated corporate structure that included over a dozen subsidiary companies. The Lender required an umbrella Credit Agreement with all of the companies, along with security on all the assets of the Borrower and each of its subsidiary and related companies, including pledges of the shares of the subsidiary companies held by the parent.
Those assets were located across Canada and the United States, as well as in the United Kingdom.
Our Financial Solutions team, led by Douglas Hyndman, was required to review and negotiate all of the documentation required for the Loan Facility and then retain and co-ordinate agent counsel in each relevant jurisdiction to ensure that the documentation complied with local laws and to ensure further that proper legal opinions could be given on those documents.
The due diligence we were required to conduct included the review of approximately twenty real property leases so that it could be determined, among other things, what documentation was required from landlords in over a dozen jurisdictions so that the Lender could have proper security over those leases.