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Brightfield Cloud Services Inc Finance & Banking 12 docs · open →

Document types detected

Contract / agreement6

Analysis / memo4

Other1

Engagement letter1

Parties across the matter

Brightfield Cloud Services IncCHECKLIST Brightfield Cloud Services IncCapital Expenditures IncCapitol Registered Agents LLCCounsel Brightfield Cloud Services IncEmployee Retirement IncHARKNESS LLPHarkness LLPLending Group Meridian Whitcomb LLCMERIDIAN WHITCOMB LLCMeridian Whitcomb LLCPryor LLPSOLARA HOLDINGS GROUP LLCSolara Holdings Group LLC

Chronology

2027-08-12 · borrowers-counsel-legal-opinion.docx

… 0 basis points per annum, with a SOFR floor of 0.50%, and maturing on August 12, 2027; (b) Guaranty — that certain Guaranty Agreement, dated as of July 28, 2022 (the "Guaranty …

2027-08-12 · closing-checklist.xlsx

… C (Collateral Agent); $35,000,000 principal; SOFR + 350 bps; maturity August 12, 2027; governed by New York law | Wainwright & Pryor LLP (initial draft); Calderwood & Harkness …

2027-08-12 · closing-confirmation-letter.docx

… d in the Term Loan Agreement. Maturity Date. The Term Loan matures on August 12, 2027, which is five (5) years from the closing date. All outstanding principal, together with …

2027-08-12 · internal-deal-summary-memo.docx

… date of August 12, 2022, the stated maturity date of the Term Loan is August 12, 2027, at which time all outstanding principal, accrued and unpaid interest, and all other amou …

2027-08-12 · guaranty-agreement-execution.docx

… tated maturity date of the term loan under the Term Loan Agreement is August 12, 2027, being a date that is five (5) years after the initial funding date of August 12, 2022. N …

2027-08-12 · term-loan-agreement-execution.docx

… ion Five Hundred Thousand Dollars ($2,500,000). "Maturity Date" means August 12, 2027, or such earlier date on which the Term Loan becomes due and payable in accordance with t …

2024-08-12 · closing-confirmation-letter.docx

… the principal amount prepaid. • Year 2 (from August 13, 2023 through August 12, 2024): 1.00% of the principal amount prepaid. • Year 3 and thereafter: No prepayment premium. …

2023-08-13 · closing-confirmation-letter.docx

… ust 12, 2023): 2.00% of the principal amount prepaid. • Year 2 (from August 13, 2023 through August 12, 2024): 1.00% of the principal amount prepaid. • Year 3 and thereafter …

2023-08-12 · closing-confirmation-letter.docx

… are subject to the following prepayment premiums: • Year 1 (through August 12, 2023): 2.00% of the principal amount prepaid. • Year 2 (from August 13, 2023 through August 1 …

2023-01-01 · engagement-letter-bcs.docx

… ement extends beyond December 31, 2022, services rendered on or after January 1, 2023 will be billed at the then-prevailing rates. 5.2 Expenses and Disbursements In addition t …

2022-12-31 · engagement-letter-bcs.docx

… of any rate changes. In the event that this engagement extends beyond December 31, 2022, services rendered on or after January 1, 2023 will be billed at the then-prevailing rate …

2022-11-12 · closing-checklist.xlsx

… Completed | Notes first quarterly amortization payment of $87,500 due November 12, 2022; maturity August 12, 2027 32 | Miscellaneous | Internal Deal Summary Memorandum | C&H int …

2022-11-12 · closing-confirmation-letter.docx

… ayment. The first quarterly amortization payment of $87,500 is due on November 12, 2022. BCS should ensure that sufficient funds are available in its designated payment account …

2022-11-12 · internal-deal-summary-memo.docx

… s of $87,500 each. The first quarterly amortization payment is due on November 12, 2022, which is the first quarterly payment date following the closing date. The remaining outs …

2022-08-12 · borrowers-counsel-legal-opinion.docx

… 6th Street, Suite 2100, Austin, Texas 78701 Telephone: (512) 721-1800 August 12, 2022 Pinnacle National Bank, National Association, as Lender and Administrative Agent 600 Lexi …

2022-08-12 · closing-checklist.xlsx

… ght & Pryor LLP Signing Date: July 28, 2022 | Closing / Funding Date: August 12, 2022 C&H Matter No.: 1042-00001 | W&P Matter No.: 1042-00001 | Pinnacle Credit Approval No.: T …

2022-08-12 · funds-flow-memorandum.xlsx

2022-08-12 · officers-certificate.docx

… erm Loan Agreement dated as of July 28, 2022 (as defined below) Date: August 12, 2022 To: Pinnacle National Bank, National Association 600 Lexington Avenue, 35th Floor New Yor …

2022-08-12 · pro-forma-compliance-certificate.docx

… PRO FORMA COMPLIANCE CERTIFICATE Closing Date — August 12, 2022 Delivered pursuant to Section 4.01(f) of the Term Loan Agreement dated as of July 28, 202 …

2022-08-12 · secretarys-certificate.docx

… SECRETARY'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC. August 12, 2022 Delivered to: Pinnacle National Bank, National Association as Lender and Administrative A …

2022-08-12 · closing-confirmation-letter.docx

… , Suite 2100 Austin, TX 78701 Tel: (512) 318-4400 Fax: (512) 318-4401 August 12, 2022 Brightfield Cloud Services Inc. 4200 Lone Star Parkway, Suite 800 Austin, TX 78731 Attent …

2022-08-12 · internal-deal-summary-memo.docx

… Closing and initial funding of the Term Loan are expected to occur on August 12, 2022. The closing date was delayed from the originally anticipated date of July 28, 2022 (whic …

2022-08-12 · guaranty-agreement-execution.docx

… being a date that is five (5) years after the initial funding date of August 12, 2022. Notwithstanding the foregoing, this Guaranty shall continue to be effective and enforcea …

2022-08-12 · term-loan-agreement-execution.docx

… (or equivalent governing body) of the Borrower. "Closing Date" means August 12, 2022, or such other date as may be agreed by the Borrower and the Administrative Agent, on whi …

2022-08-10 · borrowers-counsel-legal-opinion.docx

… s of Delaware and Texas, delivered by Pemberton Health IT on or about August 10, 2022; 12. A payoff letter from Ridgeline Commercial Bank, dated on or about August 12, 2022, …

2022-08-10 · closing-confirmation-letter.docx

… (contact: Renata Vasquez, Vice President, Commercial Lending), dated August 10, 2022, and confirmed as of August 12, 2022, setting forth the total payoff amount required to s …

2022-07-29 · closing-checklist.xlsx

2022-07-29 · internal-deal-summary-memo.docx

… and Daniel Obi Reviewed by: Ian Blackwood, Responsible Partner Date: July 29, 2022 Re: Brightfield Cloud Services Inc. — $35,000,000 Senior Secured Term Loan from Pinnacle …

2022-07-28 · borrowers-counsel-legal-opinion.docx

… eement — that certain Senior Secured Term Loan Agreement, dated as of July 28, 2022 (the "Term Loan Agreement"), among BCS, as Borrower, Pinnacle National Bank, N.A., as Len …

2022-07-28 · closing-checklist.xlsx

… & Harkness LLP Lender's Counsel: Wainwright & Pryor LLP Signing Date: July 28, 2022 | Closing / Funding Date: August 12, 2022 C&H Matter No.: 1042-00001 | W&P Matter No.: 10 …

2022-07-28 · funds-flow-memorandum.xlsx

… ra Holdings Group LLC Governing Agreement | Term Loan Agreement dated July 28, 2022 Closing / Funding Date | August 12, 2022 Total Loan Proceeds | $35,000,000.00 Total Disbu …

2022-07-28 · officers-certificate.docx

… Precedent to Initial Funding) of the Term Loan Agreement dated as of July 28, 2022 (as defined below) Date: August 12, 2022 To: Pinnacle National Bank, National Association …

2022-07-28 · pro-forma-compliance-certificate.docx

… ed pursuant to Section 4.01(f) of the Term Loan Agreement dated as of July 28, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to t …

2022-07-28 · secretarys-certificate.docx

… h Floor New York, NY 10005 Reference: Term Loan Agreement dated as of July 28, 2022 (the "Term Loan Agreement"), among Brightfield Cloud Services Inc., a Delaware corporatio …

2022-07-28 · closing-confirmation-letter.docx

… e date hereof. As you are aware, the Term Loan Agreement, dated as of July 28, 2022 (the "Signing Date"), among Brightfield Cloud Services Inc. ("BCS" or the "Borrower"), Pi …

2022-07-28 · internal-deal-summary-memo.docx

… Term Loan Agreement (the "Agreement") was executed by the parties on July 28, 2022. Closing and initial funding of the Term Loan are expected to occur on August 12, 2022. T …

2022-07-28 · guaranty-agreement-execution.docx

… GUARANTY AGREEMENT Execution Version Dated as of July 28, 2022 by SOLARA HOLDINGS GROUP LLC, a Delaware limited liability company, as Guarantor in favor …

2022-07-28 · security-agreement-execution.docx

… SECURITY AGREEMENT (Execution Version) Dated as of July 28, 2022 by BRIGHTFIELD CLOUD SERVICES INC. a Delaware corporation (as Grantor) in favor of MERIDI …

2022-07-28 · term-loan-agreement-execution.docx

… TERM LOAN AGREEMENT Execution Version $35,000,000 Dated as of July 28, 2022 Among BRIGHTFIELD CLOUD SERVICES INC. as Borrower PINNACLE NATIONAL BANK, NATIONAL ASSOCI …

2022-07-25 · borrowers-counsel-legal-opinion.docx

… Board of Directors of BCS, adopted by unanimous written consent dated July 25, 2022, authorizing the execution, delivery, and performance of the Loan Documents, the borrowin …