SECURED LENDING & DEBT FINANCE - THE INTENSIVE SHORT COURSE IN - Osgoode Professional ...
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THE INTENSIVE SHORT COURSE IN
SECURED LENDING &
DEBT FINANCE
Program Chairs
Eric Belli-Bivar
DLA Piper (Canada) LLP
Don Waters
Your “deep dive” into commercial lending. McMillan LLP
Secured lending and debt financing transactions are increasingly
complex. To maximize your value to clients, you must have a
Date and Time
comprehensive understanding of the foundational legal and October 2 – 3, 2019
business issues. In this program, you will: 9:00 a.m. – 4:00 p.m. EDT
• Gain a crucial overview of today’s debt financing products In Person or Webcast
and how they reflect the current business climate
ONLINE REPLAY:
• Walk step-by-step through the essential legal components November 7 – 8, 2019
of a financing transaction, with a focus on strategic and
tactical concerns Location
• Receive practical advice on negotiating and drafting
Osgoode Professional
legal documents
Development
• Gain expert insights and best practices on hot topics 1 Dundas St. West, 26th Floor
and emerging trends Toronto, ON
Register today at:
osgoodepd.ca/secured-lending
Drawing on the expertise and experience
of leading lawyers and experts, including:
Program Chairs Program Faculty
Alison Beer Lisa Mantello
Legal Counsel, Ontario Securities Osler Hoskin & Harcourt LLP
Commission, Derivatives Branch
Tim Murray
Eric Belli-Bivar Managing Director, Corporate
DLA Piper (Canada) LLP Banking, RBC Capital Markets
Joyce Bernasek Meaghan Obee Tower
Eric Belli-Bivar Osler Hoskin & Harcourt LLP Stikeman Elliott LLP
Partner, DLA Piper (Canada) LLP Chris Burr James Padwick
Eric practises in Corporate Finance, with an emphasis Blake, Cassels & Graydon LLP Wildeboer Dellelce LLP
on debt finance, secured lending, structured finance Ken Bursey Stephanie Robinson
and derivatives. Called to the bars in both Ontario Senior Counsel & Director, Capital Associate General Counsel and
and in British Columbia, he advises credit providers Markets – Corporate Banking, Legal Managing Director, Capital Markets –
and consumers including Canadian and foreign and Regulatory Compliance, BMO Global Corporate Banking, Legal
banks and other financial institutions. Eric has been Financial Group and Regulatory Compliance,
repeatedly recognized as a leading banking and BMO Financial Group
finance lawyer and pracitioner by Best Lawyers Sunny Dhillon
(Canada), Chambers Global, the International Director, Loan Syndications & David Rozin
Financial Law Review and also in Euromoney’s Investment Banking, TD Securities Vice President and Head, Technology
Guide to the World’s Leading Banking Lawyers. and Innovation, Roynat Capital,
John Estey Commercial Banking, Scotiabank
President, Stonebridge Lease
Financing Corporation Mark Saraiva
Director, Loan Syndications, Corporate
David Ferris Banking, CIBC Capital Markets
Fasken Martineau DuMoulin LLP
Noah Schein
Dan Flaro, CFA Norton Rose Fulbright Canada LLP
SVP & Managing Director, Asset
Based Lending, Fifth Third Business Howard Silverman
Don Waters Capital Canada Borden Ladner Gervais LLP
Partner, McMillan LLP Jill Fraser Don Waters
Don’s practice focuses on corporate debt finance Aird & Berlis LLP McMillan LLP
and structured finance transactions, including
Pat Forgione Tushara Weerasooriya
asset-based lending, syndicated lending, cross-
McMillan LLP McMillan LLP
border debt financings, securitization and project
finance transactions. Don regularly leads syndicated,
bilateral, domestic and cross-border financings and
infrastructure projects. He is the national group Register today at:
coordinator for McMillan’s Financial Services Group.
Don has been repeatedly recognized as a leading osgoodepd.ca/
lawyer by IFLR1000, Best Lawyers and the Canadian
Legal Lexpert Directory. secured-lending
THE INTENSIVE SHORT COURSE IN
Agenda
Secured Lending & OCTOBER 2, 2019 – DAY 1
Debt Finance 9:00 a.m. – 4:00 p.m. EDT
(In Person or Webcast)
8:30 a.m.
Registration and Refreshments
Get the skills and knowledge you need to succeed in 9:00 a.m.
today’s competitive environment. You will:
Chairs’ Welcome & Opening Remarks
• Deepen your understanding of the ISDA • Explore a range of alternative financing
Master Agreement and Schedules vehicles, including equipment lease Eric Belli-Bivar, DLA Piper (Canada) LLP
financing
• Gain a firm grasp of the most Don Waters, McMillan LLP
challenging legal risks in a financing • Understand which clauses are the
transaction, along with practices for most important within loan and credit 9:15 a.m.
handling them agreements and why
• Learn about the evolving landscape of • Gain essential updates and practical Working with the Commitment Letter
and Term Sheet
Fintech and SaaS secured lending considerations on the scheduled
phase‑out of LIBOR
Ken Bursey, Senior Counsel & Director,
Capital Markets – Corporate Banking, Legal
PLUS! Get your top questions addressed in a zero-consequence environment. and Regulatory Compliance, BMO Financial
Group
Topics Include • The roles and objectives of the lender,
borrower and counsel in a deal – who
• In-depth overview of Canadian debt • Essential legal components of a financing does what?
financing – includes a review of current transaction, with a focus on strategic and • Essential terms and requirements: binding
and emerging debt financing products tactical concerns and non-binding commitment letters, fees
and how they reflect the current letter, term sheet, etc.
• Effective techniques when negotiating
business climate and drafting credit agreements • Considerations when structuring the deal
• How to identify and navigate the most • Critical issues to ensure proper perfection • Key issues for borrowers and lenders
challenging legal risks in a financing
transaction • Understand the range of alternative • Jurisdiction – the practical issues
financing vehicles, including equipment
• Key provisions to negotiate in the ISDA lease financing 10:15 a.m.
Master Agreement and Schedules
Refreshment Break
Who Should Attend 10:30 a.m.
• Junior and mid-level lawyers practicing • In-house counsel at financial institutions, Conducting Effective Due Diligence
corporate/commercial or financial insurance companies, merchant banks,
services law asset-based lenders, leasing companies David Ferris, Fasken Martineau
and credit unions DuMoulin LLP
• Counsel and professionals practicing
in related areas who need a solid • Insolvency, litigation or government • Checklist of critical items
understanding of loan agreements/ counsel seeking to gain a greater • The objectives of due diligence in a
transactions understanding of what is market in a financing transaction
secured lending or debt financing
• Executives involved in negotiating • Getting started – addressing key areas of
transaction
secured lending or debt financing deals concern
• Management involved in negotiating
• Documentation, lending and credit • Use of diligence certificates
secured lending or debt financing deals
officers involved in documenting loans • How to best advise clients when
• Consultants issues arise
• Risk managers and analysts at financial
institutions
11:15 a.m. 1:30 p.m. • Purpose and goal of the agreements
• Critical negotiation points
Negotiating and Drafting the Credit Taking Effective Security
Agreement • Key structuring issues
James Padwick, Wildeboer Dellelce LLP
• Enforcement actions and triggering events
Eric Belli-Bivar, DLA Piper (Canada) LLP
Noah Schein, Norton Rose Fulbright
• Payment blockage
Don Waters, McMillan LLP Canada LLP
• Sales of collateral
In a hands-on fashion, our program co- • Key legal issues and concerns from both
chairs will walk you through the key clauses lenders’ and borrowers’ perspectives
of a loan agreement and offer practical 4:00 p.m.
• The importance of running searches DAY 1 CONCLUDES
advice on negotiating and drafting the
agreement. • Types of security and how they are
perfected
• Establishing the facility OCTOBER 3, 2019 – DAY 2
- “All Assets” Liens 9:00 a.m. – 4:00 p.m. EDT
- Revolving versus term (In Person or Webcast)
- Pledges of securities
- Swingline
- Control agreements for uncertificated
- Fixed versus floating
securities and the Ontario Securities 8:30 a.m.
- Canadian prime, US base rate, LIBOR
Transfer Act, 2006 Registration and Refreshments
- Banker’s acceptances
- Real property security – an overview
- Letters of Credit subfacilities
• Other types of security-related issues 9:00 a.m.
• Conditions precedent
- PPSA Acknowledgements Chairs’ Opening Remarks
• Representations and warranties
- Implied subordination under the PPSA
• Covenants - Landlord agreements Eric Belli-Bivar, DLA Piper (Canada) LLP
- Blocked Account Agreements
- Positive and negative Don Waters, McMillan LLP
• Registration issues and pitfalls
• Events of default and grace periods
• Enforcing and realizing on security – 9:00 a.m.
- Cross-default
overview and considerations
• Payout letters The Canadian Debt Financing Market –
2:45 p.m. An Overview
• Agency and lending provisions
Refreshment Break
- Yank-a-bank provisions Sunny Dhillon, Director, Loan Syndications
- Market disruption, increased costs 3:00 p.m. Investment Banking, TD Securities
• Practice management tips Tim Murray, Managing Director, Corporate
Priorities, Subordination Agreements Banking, RBC Capital Markets
• Drafting techniques and interpretation of and Intercreditor Agreements
contract clauses Mark Saraiva, Director, Loan Syndications,
Chris Burr, Blake, Cassels & Graydon LLP Corporate Banking, CIBC Capital Markets
• Effective use of boilerplates in credit
agreements Pat Forgione, McMillan LLP Get an essential overview of the structure
and operations of the Canadian debt
• Identifying and managing risks • Key differences between mezzanine, financing market, including:
second lien and other forms of lending
12:00 p.m. • The impact of international lending
• Recent developments in the Canadian concerns from the Canadian perspective
Networking Luncheon
market
• Who are the key players and what are
12:45 p.m. • Understanding the contractual and the differences in how they approach
statutory rights of the parties the market?
Negotiating and Drafting the Credit
• Enforceability of waivers • What types of products are currently
Agreement (Cont’d)
• Security issues being offered?
Eric Belli-Bivar, DLA Piper (Canada) LLP • What elements of the deal are critical to
• Issues arising from financing cross-border
Don Waters, McMillan LLP entities lenders now
• Protecting priority
• Strategies to improve recovery prospects9:45 a.m. • Current PPSA requirements 1:45 p.m.
• Problems posed by aircraft, motor vehicles
Asset-Based Lending (ABL) A Practical Understanding of the ISDA
and trucking fleets
Master Agreement and Schedules
Dan Flaro, CFA, SVP & Managing Director, • Conflicts of law arising where assets move
Asset Based Lending, Fifth Third Business between jurisdictions Alison Beer, Legal Counsel, Ontario
Capital Canada Securities Commission, Derivatives Branch
• Where to perfect the relevant security
Howard Silverman, Borden Ladner interests Lisa Mantello, Osler Hoskin & Harcourt LLP
Gervais LLP • Uses of Derivatives for Borrowers
• Pros and cons of ABL versus traditional 11:45 a.m.
• Architecture of the ISDA Master
financing Networking Luncheon
Agreement, Schedules, Confirmations and
• Survey of ABL structures in Canada the Credit Support Annex
12:30 p.m.
• Business issues relating to eligible • ISDA’s relationship to the Credit
collateral Essential Update: An End to LIBOR? Agreement
• Key provisions to be negotiated
• Documenting and taking security for an Stephanie Robinson, Associate General
ABL deal Counsel and Managing Director,
2:30 p.m.
• Industry developments and their impact Capital Markets – Corporate Banking,
Refreshment Break
on transactions Legal and Regulatory Compliance,
BMO Financial Group
• Cross-border issues you need to be 2:45 p.m.
aware of • An essential background and overview of
the London Interbank Offered Rate (LIBOR) Providing Opinions: Tips and Traps –
• Recent legal developments impacting ABL What Works, What Doesn’t
• What happened and what’s the plan?
10:30 a.m. • Ramifications of the scheduled phase-out Meaghan Obee Tower, Stikeman Elliott LLP
Refreshment Break of LIBOR
Tushara Weerasooriya, McMillan LLP
• Potential alternatives to LIBOR, includes This practical and interactive session
10:45 a.m.
Secured Overnight Financing Rate covers the essential function of opinions
(SOFR), and incorporating revised in commercial lending, including the
Equipment Lease Financing in Today’s
floating rate loans most common types of opinions, the
Loan Transactions
• Practical considerations when drafting loan most-frequently negotiated points you
John Estey, President, Stonebridge Lease documents – the “amendment approach” need to know about, and the following
Financing Corporation vs. the “hardwired approach” and what to crucial topics:
watch out for • Key issues in multi-jurisdictional opinions
Jill Fraser, Aird & Berlis LLP
Companies often seek alternative finance • Special issues involving PPSA opinions,
1:00 p.m.
options. The equipment finance industry including:
provides such an alternative. This session Fintech & SaaS Secured Lending - Investment property – perfection by
will focus on providing a business-focused control
understanding of the equipment finance Joyce Bernasek, Osler Hoskin & - Cash collateral
industry that will help in advising clients Harcourt LLP - Special property (licenses, intellectual
both on the financing of equipment and on property, etc.)
entering into leases generally, including: David Rozin, Vice President and Head,
- Anti-assignment clauses
Technology and Innovation, Roynat Capital,
• What are the key business factors that Commercial Banking, Scotiabank • True sale and non-consolidation opinions
equipment financiers focus on and how
• Overview of lending to start-ups and • Opinion issues in virtual closings
do these find expression in the finance
documentation? Fintechs • Negotiating qualifications and
• How lending to Fintech and SaaS assumptions: how much is too much?
• Drafting considerations in dovetailing the
equipment finance into a firm’s overall compares to traditional lending • The process of negotiating and
debt strategy • Canadian vs. US practices and trends drafting opinions
• Understanding the common credit • How you take security 4:00 p.m.
requirements Identifying new trends in
• What banks are looking for PROGRAM CONCLUDES
the industry
• Negotiation strategies for borrowers • Key issues and pitfalls to watch out for
© Osgoode Professional Development, 2019Excellent. Very knowledgeable Registration Details
speakers. Covered a lot of
material efficiently. Fee Per Delegate
Ari Shack Early Bird Price: $1,295 plus HST to June 30, 2019
Affinity Law Group Regular Price: $1,495 plus HST
New Licensee (2016 – current) Price: 50% off regular rate
Very engaging and intimate,
Fees include attendance, program materials, lunch and break refreshments.
great speakers and important Group discounts and financial assistance are available. Visit www.osgoodepd.ca/
practical skills and real-life financial-assistance for details.
examples.
Program Changes
Iana Namestnikova
Legal Consultant, Advanced Analytics, Deloitte We will make every effort to present the program as advertised, but it may be
necessary to change the date, location, speakers or content with little or no notice.
Presentations were engaging In the event of program cancellation, York University’s and Osgoode Hall Law
and well-organized. School’s liability is limited to reimbursement of paid fees.
Appreciated receiving Cancellations and Substitutions
perspective from financial Substitution of registrants is permitted at any time. If you are unable to find a
institutions. Very enjoyable substitute, a full refund is available if a cancellation request is received in writing
overall. 14 days prior to the program date. If a cancellation request is made with less than
Leandro Zylberman 14 days notice, a $75 administration fee will apply. No other refund is available.
Counsel, Corporate, Great-West Life
OsgoodePD has been approved as an Accredited Provider of
Professionalism Content by the LSO.
I found it very useful to have
Eligible CPD Hours – LSO (ON): 12h 15m CPD (11h 30m Substantive;
a comprehensive overview of
45m Professionalism).
the different types of facilities.
This program is approved for LAWPRO Risk Management Credit.
Loved the credit agreement
OsgoodePD programs may be eligible for CPD/MCLE credits in
presentation [and] the opinions other Canadian and US jurisdictions. To inquire about credit eligibility,
session was great/valuable. please contact cpd@osgoode.yorku.ca.
Great speakers for all sessions
[including] the presence of osgoodepd.ca Osgoode Professional Development
industry speakers.
416.597.9724 1 Dundas Street West, Suite 2600
Tracie Allan
AVP & Senior Counsel, Sun Life Financial
@OsgoodePD Toronto, ON Canada M5G 1Z3
The Intensive Short Course in
Secured Lending &
Debt Finance
Register today at:
osgoodepd.ca/secured-lendingYou can also read
