Innovative High-Tech Financing

Conference held in Toronto on May 4 & 5, 1999
Chairs: Philip W. Walton, KPMG Corporate Finance Inc.; John P.R. Kingston, KPMG Corporate Finance Inc.; Andrew A. Foti, Ogilvy Renault; and Robert G.S. Hull, Smith Lyons

Book: over 780 pages of original articles
CD-ROM: approximately 12 hours of video presentations, plus book content

To purchase, please contact Federated Press.

Banks and loans

Debt structures
Panelists: James G. Webster, Director of Merchant Banking, RoyNat Inc.; and Guy Jarvis, Senior Manager, Emerging Markets, Business Development Bank of Canada

• Types and terms of debt structures
• Deals requiring special financing
• Subordinated debt criteria and advantages
• Subordinated debt case studies
• Applications and lending criteria
• Commercial banking vs. merchant banking

Video: 50 minutes • Overheads

Security interests in intellectual property: a lender's perspective
David H. Latner, XDL Capital Corporation

• Creative debt financing for information technology companies
• Bank financing for IT companies: R&D tax credits
• Creating and enforcing a security interest in IP
• Improving chances of getting a loan against IP
• Business valuation issues: anti-piracy laws
• Developing an IP exploitation strategy

Video: 37 minutes • Speaker's paper: 2600 words

Can your bank do this: venture factoring
Frederick A. Moss, Montcap Financial Corporation

• The finance option for high-growth companies
• Criteria for funding
• Factoring as a flexible discounting facility
• Contractual conditions and borrowing process
• Case studies and solutions
• Who may benefit from factoring in high-tech industry

Video: 40 minutes • Overheads

Technology Partnerships Canada (TPC)
David R. Hearn, David Hearn & Associates

• Using TPC after R&D tax credits and grants
• TPC's prime focus and new developments
• TPC's portfolio and investments by sector/geographics
• TPC's investment decision criteria
• Eligible activities and repayment terms
• Suggestions to those considering TPC

Video: 48 minutes • Speaker's paper: 13,281 words

Equity sourcing

Venture capital
Jacques Sayegh, Royal Bank Capital Corporation

• Venture capital industry overview
• Company life cycle and financing needs
• Improving the odds to accessing venture capital
• Assessing VC financing option for your firm
• What a venture capitalist looks for
• Benefits of specialized funds

Video: 36 minutes • Overheads

Private placements
Alfred L.J. Page, Borden & Elliot; and Linda M. Dougherty, Vice President & Director, TD Capital Group Limited

• Key legal aspects of private placements
• Private vs. public offerings: pros and cons
• Private placement exemptions for high-tech companies
• Offering memoranda and FOFI
• Technology due diligence and valuation
• Angel investment: typical networks
• Forms of private capital financing
• Challenges of high-tech financing

Video: 61 minutes • Speaker's paper: 7210 words • Overheads

Labour-sponsored venture funds
R. Earl Storie, VenGrowth Capital Management Inc.

• LSIF basic criteria and investment strategies
• Role of the venture capital investor
• Characteristics of an opportunity
• Deal criteria for high-tech firms
• Exit strategies
• Case studies of LSIF

Video: 37 minutes • Overheads

Government programs
David W. Middleton, Deloitte & Touche LLP

• Research and development tax incentives
• R&D funding programs
• Export assistance programs
• HR development and employment programs
• General business development programs
• How to find funding and funding agreements

Video: 46 minutes • Speaker's paper: 9305 words

Alternative financing

Alliances and ventures
Paul G. Cataford, BCE Capital Inc.; Peter D. Charbonneau, Newbridge Networks Corporation; Tom Reaume, ObjecTime Limited; and Melanie A. Shishler, Tory Tory DesLauriers & Binnington

• Corporate venture capital programs
• What financial co-investors think
• Reasons for affiliation: shared risks
• Benefits and challenges of strategic alliances
• Negotiating the strategic alliances
• The strategic alliance agreement
• Joint ventures as high-tech financing vehicles
• Financing joint ventures: the issues
• Case study: Primaxis Technology Ventures Inc.

Video: 89 minutes • Speaker's paper: 9693 words • Overheads

Mergers & acquisitions
Andrew A. Foti, Ogilvy Renault; Barry D. Klett, Corum Group Ltd.; and Barry Gekiere, Ventures West Management Inc.

• M&A activity models and deal elements
• Unique aspects and surviving the M&A process
• Merger and alliance options: selling up and out
• Software M&A motivation and benefits
• M&As as alternate financing and exit strategy
• Positioning for strategic acquisition: early stage high-tech
• Non-traditional valuation analysis in a start-up acquisition

Video: 54 minutes • Speakers' papers: 6392 words • Overheads

R&D tax credits
Nigel P. Harvey, President, The Empyrean Group, Ltd.

• R&D supports offered by Canadian government
• Financial benefits from ITC-SRED
• Eligibility criteria for the ITC-SRED program
• Eligible costs and elements of the ideal report
• Three eligible experimental developments
• Latest trends in the ITC-SRED program

Video: 28 minutes • Speaker's paper: 3707 words

Equity deal structuring

Equity structures
Brian Munholland, Chief Financial Officer, McGill Multimedia, Inc.; and Robert Talbot, President, Telsoft Ventures Inc.

• Structuring new equity deals
• Pitfalls in the deal structure
• Timing issues in high-tech deals
• Handling management and investor expectations
• Assessing investment risk for venture capitalists
• Valuation in investment negotiation

Video: 44 minutes • Speakers' papers: 5570 words

Shareholder agreement
Karl F. Leppmann, Dufford & Brown, P.C.

• Drafting and negotiating investor/management partnership
• Equity ownership structure and ultimate control
• Management of business and day-to-day control
• Future capital requirements
• Negotiated and valuation price exit strategies
• Transfer, non-competition and other provisions

Video: 29 minutes • Speaker's paper: 12,031 words

Special Inclusive Workshop: Going public deals: high-tech IPOs
Richard J.B. Price, Shearman & Sterling; Michael Denny, Vice-President & Director, Yorkton Securities Inc.; Cynthia Orr, Ernst & Young; Paul Amirault, LaBarge Weinstein; Kenneth H.A. Barnes, Chairman, The Barnes Organization Inc.

• Accessing U.S. equity capital markets
• U.S. public offerings and private placements
• Listing securities in the U.S.
• High tech IPOs: the underwriter's role
• Implementation plan to a successful IPO
• Process of an IPO: pros/cons and timing issues
• Preparing for the offering
• Components of a prospectus
• Fundamentals of a good roadshow presentation

Video: 95 minutes • Speakers' papers: 17,645 words • Overheads