financing corporate growth

Conference held in Toronto on April 14, 15 & 16, 2004
Chairs: Mary Anne Pahapill, Nortel Networks Corporation; Stephen B. Smith, GE Capital; Robert M. Yalden, Osler, Hoskin & Harcourt LLP

CD-ROM: Over 7 hours of video presentations

To purchase, please contact Federated Press.

dealing with financial institutions

Case Study: Managing Bank/ Corporate Partnerships
Mary Anne Pahapill, Nortel Networks Corporation

• Assessing the impact of bank service quality

• Adapting to bank service performance

• Leveraging partnerships to enhance decision making

• Moving beyond a cost-based approach

"Treasurers need to understand bank strategic priorities to effectively and proactively manage their relationship. Failure to understand banks’ relationship goals and objectives will lead to an inability to effectively manage bank relationships and gauge banks’ expectations"

Video: 21 minutes • Overheads

Maintaining Your Credit Rating While Growing the Business
Greg Nelson, Dominion Bond Rating Service Limited

• How rating agencies assess credit risk

• How to set your funding strategy

• Sources of capital: pros and cons

• Dealing with the rating agency

"When dealing with a rating agency, it should be remembered that they like seeing stability, conservative accounting and forecasts, a stated debt policy that is adhered to, management prudence, transparency of financial information and disclosure, and heads up to developing situations."

Video: 34 minutes • Overheads

Panel: Structuring the Transaction
Timothy Gray, Sharwood Inc. and William Patrick, CCFL Parklea Capital Inc.

• The financing process

• Keys to getting the optimal deal

• Typical features of current financing

• Typical shareholders’ agreement features

"Keys to getting the optimal deal include understanding the goal of the financing and how it fits with the company’s existing capital structure; getting multiple concurrent offers; and settling as many of the fine points as possible at the term sheet stage."

Video: 40 minutes • Overheads

Alternatives to the Bank: Asset-Based Lending
Wayne R. Ehgoetz, Congress Financial Corp.

• The pros and cons of an ABL deal for a first-time ABL borrower

• New and innovative structures in the Canadian market

• Layering an ABL deal into a complete recapitalization

• Creative strategies and structures for refinancing

"Regardless of the economy, there will always be times when opportunities are present. MBO’s, LBO’s, industry consolidation, and international expansion, are all situations where Asset Based Loans provide more senior capital and therefore reduce or eliminate the need for significantly more expensive sub-debt mezzanine or equity."

Video: 35 minutes • Overheads

debt finance management

Case Study: Choosing the Best Financing Vehicle
Anthony J. Cohen, Gulf & Pacific Equities Corp.

• How and when to use the most cost-effective debt-financing

• Public issuance of convertible debentures

• Private placement of convertible debentures

• Setting up a capital pool corporation

"Being a reporting issuer is a mixed blessing. You have reporting standards and different jurisdictions to deal with. Markets are in fashion one day and out of fashion the next day. Boards of Directors demand corporate governance. Expenses are high, but when market conditions are good, there is lots of money. One has to somehow fight to survive until market conditions are good and then make hay when times are good, because it may be a long time before you get another chance."

Video: 14 minutes  • Speaker's Notes

Managing Debt Layers for Future Growth and Acquisition
Brian J. Smith, National Bank Financial

• Understanding and managing debt layers

• Positioning for organic growth

• Positioning for acquisition

• When to involve banks in acquisition

"In positioning for acquisitions, one has to determine when to involve banks. The classic dilemma is that banks say they want to be brought “into the loop” early but unless all the acquisition deal terms are finalized they can not express a credit opinion. While sellers want to see hard evidence that the cash part is fully financeable."

Video: 34 minutes

accessing capital markets

Securitization
Leon Dadoun, CIBC World Markets

• Key elements of managing the securitization process

• Structural methods for securitizing assets

• Credit enhancement techniques

• Latest structural developments in securitization

"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: 43 minutes • Overheads

Life Insurance Perspective: Accessing the Canadian Private Debt Market
Patrick Chen, Manulife Financial Corporation and Robert M. Colliver, Stonebridge Financial Corporation

• Sources and types of capital

• Major players post-consolidation in Canadain industry

• Accessing private placeent debt

• Investment criteria and financing structure

"The private placement debt market should not be overlooked. The market appetite is very strong and competitive compared to alternative sources of capital. However the selection of advisors and intermediaries is critical, with them being retained early in the process."

Video: 27 minutes • Overheads

Accessing U.S. Capital Markets
James E. Kofman, UBS Securities Canada Inc.

• What are investor requirements today?

• Strategies for accessing U.S. markets

• Maintaining a U.S. following

• Who companies should be working with and how to select advisors

"Building a non-Canadian investor base requires an ongoing commitment. To do so it should be remembered that a U.S. listing is important but where the stock trades is not. Senior management, not just IR must dedicate time on the road with repeated and regular visits that help to build an analyst following."

Video: 46 minutes • Overheads

Establishing a Medium-Term Note Program equity?
Robert M. Yalden, Osler, Hoskin & Harcourt LLP

• Strategies for setting up a medium-term note program

• Integrating a medium-term note program in a broader shelf prospectus

• Setting up a cross-border medium-term note program

• Recent developments and strategies used by Canadian subsidiaries of US issuers who wish to access the Canadian debt markets

"The new shelf prospectus rules (NI 44-102 and CP 102) are more streamlined and focused than the old NP 44, building on the new short-term form rule (NI 44-101). The purpose is to enable senior issuers to gain rapid access to capital markets b setting up a program using shelf and filing supplement when ready to go to market."

Video: 40 minutes • Overheads

innovative borrowing vehicles

Panel: Emerging Trends in Debt Financing
Mark C. Shoniker, Bank of Montreal, Peter Jones, Business Development Bank of Canada, David Farmer, Bank of Montreal and John Duguid, Balquhain Limited

• What are the latest trends in debt financing deals?

• The role of subordinated debt financing

• Who are the leading dealmakers?

• Current levels of margins and fees

"Bridge funding is for urgent short-term funding needs, as is often the case with respect to restructurings, acquisitions, buy-outs and cash flow issues. Repayment can be done from equity issues, asset sales, divestitures or refinancings. It is assessed on an equity basis."

Video: 49 minutes • Overheads

Alternative Sources of Capital for Mid-Sized Corporations
Colin W. Walker, Crosbie & Company Inc..

• Changing market for traditional senior bank debt

• Alternative senior financing sources

• Market for flexible junior debt structures

• Indicative capital structures

"Major Canadian lenders have changed the way they do business in recent years. Key driving forces behind the changing market for traditional senior bank debt include: the drive for profitability and consistency in profits, measurement of profitability relative to cost of capital, loss avoidance and loss reduction, increased systemization and the experience from learning from past mistakes."

Video: 35 minutes • Overheads

Tax-Effective Leasing
Mark Darmo, Pricewaterhousecoopers LLP

• When is a transaction a lease and when is it a purchase

• Capital tax issues

• Tax-effective cross-border lease transactions

• Avoiding the Canadian withholding tax

"Leasing is a tax-effective way of financing the acquisition when benefits of tax ownership of assets are more valuable to a potential lessor than to the user of the assets or the benefits of tax ownership of assets are made available to a potential lessor in addition to the user of the assets. Typically, in its early years, a lease financing will generate tax losses for the lessor, although the situation reverses in later years, an overall tax deferral of tax due will be achieved by the lessor."

Video: 25 minutes • Overheads

Financing a Major Acquisition with Mezzanine Debt
Vipon Ghai, Manulife Capital

• When to finance with mezzanine debt

• Mezzanine vs. senior debt

• Mezzanine vs. equity

• Cost of mezzanine

"How much leverage to use is dependent on qualitative factors (management, industry, company, synergies) and quantitative factors(historical/proforma, sustainability, “free cashflows” and sensitivity analysis)."

Video: 13 minutes • Overheads