FINANCING CORPORATE GROWTH  CONFERENCE

Conference held in Toronto on March 29, 30 & 31, 2005
Chairs: Jon Cockerline, Investment Dealers Association of Canada; Mark C. Shoniker, BMO Bank of Montreal; David J. Farmer, Bank of Montreal; Herb Willer, Kingsdale Capital Markets Inc.

CD-ROM: Over 12 hours of video presentations

To purchase, please contact Federated Press.

EMERGING TRENDS & ACCESSING CAPITAL MARKETS

Emerging trends in debt financing: Where are the opportunities today?
Jon Cockerline, Investment Dealers Association of Canada

• Global debt market trends: size and growth
• Issuers: what markets and why?
• Underwriters: what is changing?
• Buyers: institutional and retail
• Policy developments: current issues

"I believe there are many opportunities in corporate debt financing in Canada. Diversification, growing maturity of the Canadian debt market, and regulatory and tax policy changes are opening the doors to making the marketplace increasingly attractive."

Video: 46 minutes • Overheads

Alternative sources of capital for mid-sized corporations
Colin W. Walker, Crosbie & Company Inc.

• Changing markets for traditional senior bank debt
• Alternative senior financing sources
• Market for flexible junior debt structures
• Indicative capital structures

"My objective is to provide you with an overall view of "alternative" financing markets, many of which have become mainstream in today's market. New specialized capital providers have emerged over the years, providing new choices for mid-sized corporations. Financing with alternative capital may be more complicated in some cases, but can offer significant benefits."

Video: 52 minutes • Overheads

Canadian private placement debt
Robert M. Colliver, Stonebridge Financial Corporation

• Accessing private placement debt
• Investment criteria and financing structures
• Typical process, timing and costs

"When talking about the private placement debt market, we mean insurance companies and pension funds. For companies looking to grow and raise capital, the private placement debt market should not be overlooked when considering your options. Market appetite is very strong and competitive vis-à-vis alternative sources of capital."

Video: 38 minutes • Overheads

Cross-border financing: accessing U.S. capital markets
James E. Kofman, UBS Securities Canada Inc.

• Institutional trends
• U.S. equity issuance and equity-linked alternatives
• Routes into the U.S. market
• What institutions are looking for

"The reality of the Canadian equity market is that it is shrinking. It is important that companies as they grow have access to markets outside of Canada. There is no general rule in accessing international capital, but increasingly investors outside of Canada are global in their perspective. They want to buy the top companies and are less focused in what jurisdiction those companies are in."

Video: 48 minutes • Overheads

DEBT FINANCING STRATEGIES

CFO & treasurer view: choosing the best financing vehicle
Frank Hayes, Stanley Software Finance Inc.

"Companies can make far greater profits from great investment decisions than from great financing decisions. So CFOs should direct more resources to investment decision support, like CAPEX, M&A, product launch, rather than corporate finance decisions."

Video: 28 minutes • Overheads

Establishing commercial paper & medium-term note programs
Robert M. Yalden, Osler, Hoskin & Harcourt LLP

• Requirements for entry into the market
• Setting up the program: strategies to consider
• Role of investment dealers
• Cross-border financing

"Finding cost-effective ways to raise capital in the short- and medium-term is critical to business success. If a company has high credit quality, commercial paper can allow it to diversify its funding sources at more competitive costs than a traditional bank loan."

Video: 46 minutes

Formulating a corporate debt strategy & finding debt refinancing alternatives
Stephen G. Sloan, Spire Sharwood Financial Inc.

• Capital structure: overview and objectives
• Debt strategy approach
• Typical covenants
• Debt refinancing alternatives

"The ideal capital structure is an urban myth. It is an evolutionary process, not a financially engineered process. Many times the capital structure is prone to opportunistic pressures. We are all faced with the realities of the market. Just because you want to do a transaction, a lot of times the market simply isn't there. The capital structure of a company is and should be a dynamic component. You have to develop certain overriding guiding principles for your corporate finance strategy, and have them applied to specific situations."

Video: 48 minutes • Overheads • Speaker's Paper 8 pgs. (4,198 words)

Financing with an affiliate: sharing your credit rating
Scott Bridges, Dominion Bond Rating Service Limited

• Credit rating process and dealing with an agency
• Analysis and different forms of parent support
• Liquidity support for commercial paper
• Securitization overview

"Investors are looking for an independent review of a company's credit quality. I will address the best ways of getting that better credit rating and keeping the rating agencies on side."

Video: 43 minutes • Overheads

What to do when lending relationships go bad & how to handle bank "service" issues
Mark C. Shoniker, BMO Bank of Montreal

• Risk reward spectrum
• Current financing environment
• Maintaining relations
• Actual pricing market trends

"In financing corporate growth, senior bank debt should be viewed simply as another capital layer. Understanding its place on the risk reward continuum better enables you to maintain a strong service level and relationship."

Video: 26 minutes • Overheads

BORROWING INSTRUMENTS

Accessing the Canadian syndicated loan market
David J. Farmer, Bank of Montreal

• Key changes in the syndicated loan market
• Borrower's market vs. lender's market
• Trends in pricing and structure
• Recent benchmark loan transactions and their impact on the market
• Impact of secondary loan market
• Key players: what they are doing today

"How do you put this deal together to appeal to a broad base of lenders who are going to be interested in playing in the transaction? Street reputation is everything. Each bank has its own particular reputation and expertise in certain areas, generally not known to the client but generally known within the industry."

Video: 57 minutes

Financing a major acquisition
James E. Osler, Genuity Capital Markets

"Proper analysis of the funding sources available is crucial in determining an effective financing strategy."

Video: 38 minutes • Overheads

Borrowing against intangible assets
James P. Catty, Corporate Valuation Services Limited

• Valuation techniques and issues
• Values for collateral
• Legal aspects and patents
• Establishing a lending relationship through mainstream channels

"Intangible assets are a major item in every business, but do not appear on the balance sheet unless acquired in a business combination. However, in many cases they are protected by legislation (such items are commonly called intellectual properties) and can be used as collateral or in a sale and leaseback transaction. I will discuss how such items are valued for lending purposes and put forth a best practice approach to borrowing against these."

Video: 37 minutes • Speaker's Paper 21 pgs. (317 words)

Could you use an asset-based loan instead of a cash-flow loan?
Keith Hughes, LaSalle Business Credit (a division of ABN AMRO Bank N.V. Canada)

• Asset-based lending: pros and cons
• Creative strategies and structures for refinancing
• Risk analysis in asset-based lending: lender requirements
• Secondary collateralized institutional loans (SCIL)

"Asset-based finance continues to grow in volume and popularity because it puts the company's assets to work, maximizing their value."

Video: 38 minutes

BORROWING INSTRUMENTS

"Truly private" private equity
Stephen R. Cole, Cole & Partners

"One of the benefits of private equity is that it is pretty flexible. Most good private equity shops have tremendous networks. Their biggest resource is their network to operators and other businesses in the industries in which they are invested. Capital is plentiful, but the network is often what distinguishes one private equity firm from another."

Video: 40 minutes • Overheads

Managing exchange rate risk on foreign-denominated borrowings
Stephen C. Kuhl, Travelex Americas

"What I am trying to bring this discussion is a greater understanding of foreign exchange risk practices with an emphasis on protecting the capital structure of the organization."

Video: 44 minutes • Overheads

Asset-backed securitization
Leon Dadoun, CIBC World Markets

• Rationale for securitizing
• Typical structuring techniques
• Credit enhancement techniques
• Synthetic structures
• Accounting and regulatory update

"Through the low risk nature of selected assets and the "credit enhancement" of the assets and/or liabilities of the special purpose vehicle, securitization offers sellers direct access to the capital markets at a reduced cost of funding or other benefits."

Video: 47 minutes • Overheads

Convertible debenture strategies & financing alternatives
Herb Willer, Kingsdale Capital Markets Inc.

• Needs and risks of equity investors and convertible debenture holders
• Convertible debenture attributes
• TSX policy 4.1 and death spirals
• Term sheet examples
• Current market trends
• Public and private market differences

"Various forms of convertible debentures have become much more commonplace in the current market. I will provide insight into current trends and the actual experience of issuers accessing the capital marketplace."

Video: 34 minutes • Overheads

Mezzanine debt financing
Rajiv Bakshi, Manulife Capital

• Financing objectives
• Mezzanine vs. senior debt, VTB, high yield and equity
• Trends in the mezzanine market
• Leverage issues

"Mezzanine financing has evolved into a popular adjunct to more conventional methods of financing. It has been increasingly sought out as a source of supplemental equity or credit enhancement. Currently senior leverage has become more accessible and public markets are stronger, resulting in reduced pricing and increased leverage."

Video: 28 minutes • Overheads