ABRY Acquires Q9 Networks

An affiliate of ABRY Partners, LLC acquired Q9 Networks Inc. on October 24, 2008 for aggregate consideration of approximately $361 million. The acquisition was completed by way of a statutory plan of arrangement, pursuant to which all of the issued and outstanding common shares of Q9, other than those acquired from certain management and employees of Q9 by the acquisition vehicle, were acquired for $17.05 per share in cash. The acquisition was funded in part by senior credit facilities provided by a syndicate of lenders led by The Toronto-Dominion Bank. Mezzanine financing for the transaction was provided through a syndicate of lenders led by TD Capital, a division of The Toronto-Dominion Bank.

Based in Boston, Massachusetts, ABRY Partners is one of the most experienced and successful media- and communications-focused private equity investment firms in North America. Since 1989, ABRY Partners has completed more than $21 billion of leveraged transactions and other private equity and mezzanine investments, representing investments in more than 500 media and communications properties.

Q9 Networks is a leading Canadian provider of outsourced data centre infrastructure for organizations with mission-critical IT operations. Q9's data centres and network are backed by an industry-leading SLA, which guarantees 100 per cent network and power availability.

ABRY was represented in the United States by Kirkland & Ellis LLP with a team consisting of John Kuehn, Ashley Gregory and Ye (Cecilia) Hong; and in Canada by McMillan LLP with a team consisting of Margaret McNee and Jason Chertin (public markets); Andrew McFarlane and Valerie Garcia (debt products); John Clifford, Dean Psarras and Matthew Langford (corporate); Robert Antenore (real estate); Bruce McWilliam (corporate, information technology); David Wentzell, Mary-Anne Haney and Ryan Morris (tax); Dan MacDonald and Erin Cowling (litigation); and David Elenbaas and David McKechnie (employment).

Q9 was represented in-house by general counsel Victoria Coombs. Andrew Parker, Gary Girvan, Wendi Locke, Amrit Sidhu, Leslie Milroy, Richard Higa, Gabriel Riff (business law); Jim Morand (tax); Stephen Livergant, QC, John Currie, Jamie Orzech (real estate); and Geoff Hall and Ken Morris (litigation) from McCarthy Tétrault LLP acted for Q9.

The Toronto-Dominion Bank, as the administrative agent in respect of the senior credit facilities, was represented in the United States by Jones Day in Atlanta with a team consisting of Cindy Brazell, Chris Dillon, Sarah Watts and Kendel Drew; and in Canada by Goodmans LLP with a team consisting of David Nadler, Jay Feldman, Kyla Lamarche, Leah Ramkaran (finance) and Ken Herlin (real estate).

TD Capital as the administrative agent in respect of the mezzanine loan facilities was represented by Torys LLP with a team that included Darien Leung, Mark Tice and Lisa Keels of Torys LLP in New York and Corrado Cardarelli (tax) of Torys LLP in Toronto.

Barclays Structured Principal Investing L.P., the documentation agent for both the senior and mezzanine facilities and a mezzanine lender, was represented by Christopher Dorian and Sarah Griffin of Latham & Watkins LLP.