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VIEWS: 39 PAGES: 25

									Canadian Debt Markets

Corporate Debt Market Growth
   2001 year-to-date issuance has seen continued growth with total corporate bond issuance
    rising 10% over the same period last year to nearly $20 billion year-to-date.

   It is expected that the pace of issuance will ease off for the remainder of the year due to
    lower financing requirements and recent credit concerns.



                                                               Canadian Public Debt M arket New Issuance
                                                                          1993 t o 2001 YTD
                               50,000
                                                Mortgage Backed Securities
                               45,000           Asset Backed Securities                                                  $43,618
                                                MTN's
                                                Debentures
                               40,000
                                                                                                               $36,944

                               35,000                                                                $33,081

                               30,000                                                      $28,167
               (C$ millions)




                               25,000                                                                                              $23,129


                               20,000
                                        $15,571
                               15,000                                        $12,936

                                                      $9,667        $9,511
                               10,000


                                5,000


                                   0
                                         1993           1994          1995    1996          1997      1998      1999      2000     2001 YTD




                                                                                       1
Canadian Debt Markets


Corporate Debt Market Trends
   The corporate sector is becoming increasingly important in the benchmark index, now
    constituting 25% of the index vs. only 10% in the late 1980’s.

   Corporate issuance has grown at an annual rate of 25% since 1993.

   Growth in Canadian corporate issuance this year has not kept pace with the doubling of
    U.S. corporate issuance this year the greater pace of which has been due partly to
    refinancings of early redemptions.

   Corporate BBB securities are becoming an important part of the Canadian bond market.

   Increased corporate issuance is not only a function of decreased government issuance,
    but due to an increased demand for spread product by institutional money managers as we
    look for new ways to add value.




                                            2
Canadian Debt Markets

Debt Market Trends
   New issue trends in 2001 in the Canadian market include
        –   Continued emphasis on infrastructure issuers, totalling $1.7 billion so far this year,
            including 3 issues by GTAA.
        –   Continued issuance of Bank Tier II innovative capital securities, i.e. BaTS, CaTS,
            BoaTS, etc.
                 •   $800 million BMO BoaTS issued this year
        –   First bond issue by a Canadian university
                 •   University of Toronto $160 million 30-year bullet bond at spread of 27 bps
                     over Ontario (65 over Canadas), higher rated than the province.
                 •   Anticipating additional $140 million from UofT, and new issues from other
                     universities including UBC.
        –   Introduction of CMB’s by CMHC
                 •   Canadian Mortgage bonds – $2.2 billion 5 year bullet bond backed by pool of
                     NHA insured mortgages
                 •   Spread at issue was 16 bps, compared to 15 bps for CMHC credit, which had
                     widened from 7 bps before the new issue was announced, and MBS at 33
                     which tightened from 38 before the announcement.


                                             3
         Canadian Debt Markets



         • BBB issues are 17% of all new corporate issues so far in 2001, continuing the
         development of this market in Canada
         • but the Canadian market remains dominated by A rated issuers.

                                    MTN and Debenture Issuance by Rating
                                               1993 to 2000

25,000
            BBBL and Lower    BBB
            BBBH              AL
            A                 AH
            AAL               AA
20,000      AAH               AAA
            NR




15,000




10,000




 5,000




    0
             1993            1994   1995       1996        1997        1998       1999     2000



                                                      4
 Canadian Debt Markets


  •The Canadian corporate market continues to be dominated by bank and other financial issuers, but
  infrastructure continues to grow in the Canadian market.

  •Banks issued $3 billion, or 18% of all new corporate issues so far in 2001, including $800 million in
  hybrid securities.
                                 MTN and Debenture Issuance by Sector
                                            1993 to 2000

25,000
            Oil & Gas
            Infrastructure
            Non-bank Financial
            Utilities
            Industrial
20,000      Banks




15,000




10,000




 5,000




    0
          1993          1994       1995       1996        1997        1998        1999        2000



                                                5
Canadian Debt Markets

Corporate Debt Market New Issues 2001

    Date                         Issuer                Market    Amount   Credit   Coupon    Term           Ratings
                                                                 ($MMs)   Spread            (Years)     DBRS    S&P / CBRS

Canadian Market
   10-Sep-01      BMO Capital Trust (BOaTS Series C)    Deb       400      133      6.685   Perpetual   "A"yn     A/P-1(L)
   22-Aug-01      Bell Canada                           MTN       250       75       6.15       8         AH        A+
   16-Aug-01      Suncor Energy Inc.                    MTN       500      115     6.700%      10         A         A-
   14-Aug-01      Associates Capital Corp. of Canada    MTN       300       51     5.750%       5         AA        AA-
     31-Jul-01    Hudson's Bay Company                  MTN       100      220     7.380%       4       BBBL       BBB-
     30-Jul-01    Anderson Exploration Ltd.             MTN       200      120     6.550%       5       BBBH       BBB+
     25-Jul-01    BC Gas Utility Ltd                    MTN       100      78.3    6.150%       5         A        BBB+
     19-Jul-01    Toronto-Dominion Bank                 MTN       800      60.2    6.000%      10         AH        A-
     16-Jul-01    Bombardier Capital Ltd                MTN       200       80     6.350%       5         A         A-
     11-Jul-01    Bell Canada                           MTN       250      103     6.900%      10         AH        A+
     10-Jul-01    Thomson Corporation                   MTN       450      100     6.550%       6         A         A-
    28-Jun-01     IBM Canada Credit                    Private    250       47     5.742%       3          -        A+
    19-Jun-01     Hydro One Inc.                        MTN       300       89     6.930%      31         A         AA-
    19-Jun-01     Hydro One Inc.                        MTN       250       65     6.400%      10         A         AA-
    14-Jun-01     Finning International Inc.            MTN       200      185     7.400%       7       BBBH       BBB
    13-Jun-01     Enbridge Inc.                         MTN       200      125     7.200%      31         A          A
     7-Jun-01     Highway 407 ETR                       Deb       220      130     6.400%       3        BBB       BBB
   30-May-01      Thomson Corporation                   MTN       400      110     6.900%       7         A         A-
   30-May-01      Greater Toronto Airports Authority    MTN       500       99     7.100%      30         AH         A
   29-May-01      Loblaw Companies Limited              MTN       300       67     6.000%       7         AH         A
   29-May-01      Loblaw Companies Limited              MTN       300      102     7.100%      15         AH         A
   23-May-01      Telus Corporation                     MTN       1600     200     7.500%       5       BBBH       BBB+
   15-May-01      Canadian Tire Corporation, Ltd        MTN       225      150     7.050%       5         AL       BBB+
   15-May-01      Bombardier Capital Ltd                MTN       100       57     6.600%      3.5        A         A-
    8-May-01      Aliant Telecom Inc                    MTN       150      110     6.800%      10         A          A
    1-May-01      Investors Group Inc                   Deb       450      100     6.750%      10         A          A
    1-May-01      Investors Group Inc                   Deb       150      140     7.450%      30         A          A
    1-May-01      Union Gas Limited                     MTN       250       91     6.650%      10         A         A-
    26-Apr-01     Borealis Infrastructure Trust         Deb       290       62     6.270%      10         A         AA-
    26-Apr-01     TransAlta Corporation                 MTN       225      128     6.900%      10         A         A-
    20-Apr-01     John Hancock Canadian Corporation     Deb       220       97     6.672%      10        AAL        A+
     9-Apr-01     Daimler Chrysler                      MTN       400      150     6.600%       3         A         A-
     6-Apr-01     Royal Bank of Canada                  MTN       400       91     6.300%      10         AH        A+
     6-Apr-01     Household Financial Corp. Ltd.        MTN       260      100     6.000%       4         A          A
     5-Apr-01     Thomson Corporation                   MTN       400      140     6.850%      10         A         A-



                                                                     6
      Canadian Debt Markets

      Corporate Debt Market New Issues 2001

    Date                        Issuer                  Market   Amount   Credit     Coupon      Term           Ratings
                                                                 ($MMs)   Spread                (Years)     DBRS    S&P / CBRS
    29-Mar-01   Hudson's Bay Company                     Deb      160        230     7.400%         5       BBBL       BBB-
    29-Mar-01   Heller Canada Financial                  MTN      150         90     5.550%         2         AL          -
    27-Mar-01   Bell Canada                              MTN      200        200     7.850%        30        AH         A+
    27-Mar-01   York Region District School Board        Deb      150         79     6.550%        22          -        AA-
    19-Mar-01   Epcor Utilities Inc.                     MTN      130        130     6.750%        15         AL        A-
    15-Mar-01   Westcoast Energy Inc.                    MTN      200        150     7.150%        30         AL        A-
    14-Mar-01   Coca-Cola Enterprises                    MTN      100         58     5.300%         2         A         A-
    13-Mar-01   Bell Canada                              MTN      200     3m BA+25   Floating       2        AH         A+
     9-Mar-01   Alliance Pipeline Limited Partnership    Deb      450        170     7.181%        22       BBBH       BBB
     9-Mar-01   Sears Canada Inc.                        MTN      200        170     6.750%         5       BBBH        A-
     5-Mar-01   BMO Capital Trust (BOaTS - Series B)     Deb      400        130     6.647%     Perpetual   "A"yn     A / P-2
    28-Feb-01   Ford Credit Canada                       MTN      900        105     6.000%         3         A          A
    20-Feb-01   Bell Canada (Re-Open)                    MTN      300         86     6.250%         7        AH         A+
    16-Feb-01   Norwest Financial                        MTN      125         54     5.800%         5        AAL        AA-
    13-Feb-01   Manufacturers Life                       Deb      550         85     6.240%       10+5       AAL        AA-
    13-Feb-01   Manufacturers Life                       Deb      250         46     5.700%       5+5        AAL        AA-
     8-Feb-01   Air Canada                               Deb      250        375     9.000%        5.5       BBL        BB-
     6-Feb-01   Royal Bank of Canada                     MTN      125         32     5.500%       10+5       AH         A+
    24-Jan-01   Enbridge Inc.                            MTN      100       45.4     5.640%         3         A          A
    24-Jan-01   Enbridge Inc.                            MTN      200         57     5.450%         5         A          A
    23-Jan-01   Thomson Corporation                      Deb      250         95     6.200%         5         A         A-
    16-Jan-01   National Bank of Canada                  Deb      300         90     6.250%       7+5         AL        A-
    16-Jan-01   Royal Bank of Canada                     MTN      500         73     6.100%       7+5        AH         A+
    16-Jan-01   Loblaw Companies                         MTN      350        105     6.500%        10        AH          A
    11-Jan-01   Greater Toronto Airports Authority       MTN      300        123     7.050%        30        AH          A
    11-Jan-01   Household Financial Corp. Ltd.           MTN      125         93     5.950%         3         A          A
    10-Jan-01   TransAlta Corporation "TAC"              MTN      250         80     6.050%         5         A         A-
     9-Jan-01   Bell Canada                              MTN      400        100     6.250%         7        AH         A+
     8-Jan-01   Epcor Utilities Inc.                     MTN      200        110     6.330%         5         AL        A-
     3-Jan-01   Greater Toronto Airports Authority       MTN      275         92     6.700%        10        AH          A
* Excludes issuance < $100MM.



                                                                    7
Canadian Debt Markets

Credit Spreads
   Global credit concerns have resulted in a general upward trend in Canadian credit
    spreads, nearing 3-year highs (spreads generally widened an additional 10-15 bps after
    the events of September 11 and are likely to continue to face widening pressure in the
    face of continued uncertainty)

   This trend had been less severe for infrastructure, insurance, and banks until the recent
    tragic events.

                                                                                                                       Canadian Generic Credit Spreads
                                                                                                                          (June 1997 - August 2001)

                                 300

                                                             A
                                                             BBB

                                 250




                                 200
           Credit Spread (bps)




                                 150




                                 100




                                  50




                                   0
                                       6/9/97

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                                                                                                                                                          8
Canadian Debt Markets

Corporate Liquidity
   Institutional investors desire greater liquidity from corporate issues as they become a greater
    part of the portfolio.

   Average new issue size this year is $303 million, compared to $210 million in 2000 and $110
    million in 1996, partly due to large infrastructure financings.

   Total issuance has been on the rise, but the total number of issues has been declining since
    1998 as larger issue sizes dominate, particularly for infrastructure and financial institutions.

   Issue size of at least $250 million is now considered the minimum for reasonable secondary
    market liquidity.

   New issues have been hot this year, generally significantly oversubscribed resulting in fractional
    fills.

   Medium term notes now make up the majority of new issues, compared to only 10% in 1993.




                                              9
Offering Process

Overview of Canadian Corporate Issuing Options
   In the Canadian market, most corporate bonds are issued through a public process.

   The private market is generally used for smaller unrated issues which are placed with a
    small number of insurance companies, and a few other institutional investors. Private
    placements cannot be sold to retail investors.

   The Canadian market for A and better rated issuers is well established.

   The BBB market is growing, but many BBB issuers still consider cross-border issuance.

   High yield debt is generally issued in the U.S. market, although there have been some
    high yield deals recently in Canada.




                                             10
Offering Process

Overview of Public Issuing Options
   For a one-time or first financing in the Canadian public market, issuers take advantage of
    short-form issuer status if available and follow the public debenture process.

   However, should the issuer wish to establish a long-term debt issuance platform, there
    are several options available:
        –   debt shelf;
                                                                  Canadian Issuing
        –   MTN shelf; or
        –   combination thereof.                                  Fully Registered



                                                                                          Issue by Issue
                                              Debt Shelf             MTN Shelf                 filings
                                                                                            (short form)
                                                                Pricing Supplement only



                               MTN Program                 Debentures


                            Pricing Supplement only Prospectus Supplement only




                                                    11
          Offering Process

          Private vs. Public Markets
                 the issuer can issue long term debt through either a public offering or a private
                  placement of debt securities in Canada or in the U.S., or both.

                 The determination as to which form of distribution is optimal is a function of the issuer’s
                  requirements and priorities.

                                                    Canadian M arket                                                    US M arket
                                                                  Regist ered Public                                             144A or Regist ered
Considerat ion                   Privat e Placem ent                                            Privat e Placem ent
                                                                      Of f ering                                                   Public Of f ering

M at urit ies /              5-15 years; some appet it e      5-30 years; bullet            5-15 years; some appet it e       5-30 years; bullet
Am ort izat ion              f or longer t erm; bullet s or   mat urit ies                  f or longer t erm; bullet s or    mat urit ies
                             w it h amort izat ion                                          w it h amort izat ion
Size of Of f ering           No minimum                       M inimum of C$75M M ;         No minimum                        M inimum of US$300M M
                                                              pref er C$100M M                                                f or invest ment grade issues
Breadt h of Dist ribut ion   5-20 inst it ut ions             5-100 inst it ut ions         5-100 inst it ut ions             250 inst it ut ions

Typical Invest or Base       Insurance companies and          M ut ual f unds, pension      Insurance companies and           M ut ual f unds, pension
                             pensions f unds                  f unds, t rust companies,     pension f unds                    f unds, t rust companies,
                                                              f inance companies,                                             f inance companies,
                                                              insurance companies                                             insurance companies
Disclosure                   No regist rat ion                Regulat ory regist rat ion    No regist rat ion                 Regulat ory regist rat ion
Requirem ent s                                                required                                                        required
Invest or Due Diligence      Due diligence by invest ors;     Due diligence by              Due diligence by invest ors       Due diligence by
and Inspect ion Right s      regular f inancial disclosure    underw rit ers                af t er circle                    underw rit ers
Of f ering M em orandum      Conf ident ial of f ering        Print ed public prospect us   Conf ident ial of f ering         Print ed public prospect us
                             memorandum                                                     memorandum




                                                                           12
          Offering Process

          Private vs. Public Markets

                                             Canadian M arket                                                      US M arket
                                                             Regist ered Public                                             144A or Regist ered
Considerat ion              Privat e Placem ent                                             Privat e Placem ent
                                                                 Of f ering                                                   Public Of f ering

Rat ings Requirem ent s   None; some value for large      At least one Canadian           None                            S&P and Moody’s
                          of f ering size                 rat ing, pref erably t w o
Document at ion           Not e Purchase Agreement        Terms draf t ed prior t o       Not e Purchase Agreement        Terms draf t ed prior t o
                          or Trust Indent ure             market ing and of f ered on     or Trust Indent ure             market ing and of f ered on
                                                          an “ as-is” basis;                                              an “ as-is” basis,
                                                          underw rit ing agreement                                        underw rit ing agreement s
                                                          based on a st andard                                            based on a st andard
                                                          t emplat e                                                      t emplat e
Covenant s                In addit ion t o st andard      St andard public market         In addit ion t o st andard      St andard public market
                          public market convenant s:      covenant s; for BBB issuers,    public market convenant s:      covenant s; no f inancial
                                                          an incurrence-based t est                                       covenant s f or invest ment
                          1. Debt t o Capit alizat ion                                    1. Leverage t est s
                                                          may be required                                                 grade issuers
                          2. EBITDA Int erest                                             2. Coverage rat ios
                             Coverage
Ranking                   Pari passu w it h most senior   Pari passu w it h most senior   Pari passu w it h most senior   Pari passu w it h most senior
                          lenders including banks         lenders including banks         lenders including banks         lenders; subordinat ed debt
                                                                                                                          also available
Redem pt ion Provisions   Canada make w hole              Non-callable for t erms 5       M arket “ make-w hole”          M arket “ make-w hole”
                                                          years or less; Canada call                                      declining call provisions
                                                          f or t erms more t han 5
                                                          years
Tim ing and Speed of      4-6 w eeks                      Long form prospectus: 10        4-6 w eeks                      8-10 w eeks
Execut ion                                                w eeks (including rat ing)




                                                                       13
Offering Process

Overview of Public Issuing Options
   The issuer can enter the Canadian public debt market through a discrete marketed underwritten debt
    issue via a POP (short-form) prospectus, or under a shelf prospectus.

   Under a shelf, either an MTN offering or a discrete marketed underwritten issue is possible.

   An MTN program is a continuously offered term debt issuance platform which is a further refinement of
    the short form filing arrangements and goes a step further in removing the documentation process from
    the issue process.

   An MTN program requires the filing of a debt shelf with an MTN carve-out or a dedicated MTN shelf.
    Both contemplate borrowings over a two year period.

   Typically, MTNs are distributed on an agency (best efforts) basis.

   Although historically some issuers have used the MTN process to complete their first or second issues,
    investor response to this format has been inconsistent. Investors view MTN programs as being less
    supported by dealers and as a result are more likely to not participate.

   Savings on an MTN program for a 10 year are approximately 4 bps. This small differential in cost is
    usually insufficient for new or infrequent issuers to absorb the additional risk of an MTN process. A
    Shelf filing is most appropriate for high quality, frequent issuers to the market.

   First time issuers generally use a discrete marketed underwritten process via POP prospectus with a
    book building phase to ensure maximum size and ensure a successful deal.




                                                     14
Offering Process

   Corporate issuance of MTN’s has grown dramatically during the past five years.

   MTN’s offer:
        –   Considerable flexibility in terms of amount, term and timing
        –   Rapidity of execution
        –   The possibility for reverse inquiry
        –   A platform for structured notes
        –   Cost savings on commissions compared to conventional public debentures

   MTN’s disadvantages include:
        –   Limited access to the retail distribution network
        –   An MTN program is most effective for opportunistic access - a debenture
            process is better suited to needs of required sizing or timing
        –   Considerable time spent “fishing” with accounts on reverse inquiry
        –   Continuous issuance potentially hurts spreads. Large number of maturities and
            issues don’t trade as well in secondary market




                                                  15
Offering Structure

Issuer

   Determine the issuing entity to maximize the rating, with guarantees from parents or
    subsidiaries as needed.




Issue Size
   Issuers generally launch an initial benchmark debenture issue of $150 - $200 million,
    with potential follow-on issuance. For recent infrastructure deals larger initial issuance
    size has been common. Initial issue size was more typically just $100 million a few
    years ago.

   To best determine the issue size, the issuer often establishes a size range and then
    build a “book” through the marketing process. At the completion of the marketing
    program, the issue would then be sized.




                                              16
Offering Structure

Term to Maturity
   Most common terms to maturity in the public debenture market are 5, 7, 10 and 30 year
    “bullets”.
   A 5 year term is most in demand by investors and offers the best pricing and lowest
    execution risk, particularly for first time BBB issuers.
   If the issuer has significant initial financing needs a multi-tranche issue would be used.


Covenant Pattern
   The Canadian public debt market covenant pattern is very flexible:
        –    negative pledge
        –    cross-default (can     be    monetary    cross-default,   non-monetary      cross-
             acceleration).

   The above pattern offers considerable increased flexibility versus bank loans.

   Private issues generally contain more covenants, which can include both incurrence
    and maintenance tests based on various financial ratios.




                                               17
Offering Structure

Issuance Process
   MTN’s are generally issued on an “agency basis” and different issuing procedures are
    available:
        –   Use of exempt lists: spreads are posted through the dealers with distribution on
            the basis of an exempt list
        –   The allotment approach: spreads are posted through dealers on an allotment
            basis. Any allotments unsold after a specified period of time are reallocated to
            dealers with excess demand
        –   Jump ball where the issue is sold on a first come first served basis
        –   Reverse inquiry/lead orders driven by investor demand




                                              18
     Offering Structure

     Issuance Process

                                                   M TN Dist ribut ion Alt ernat ives
• Use of an Exempt List
  • t he most ef f ect ive w ay of assuring a broad dist ribut ion
  • improves communicat ion w it h bot h t he issuer and buyer
  • progressively adopt ed by t he market as t he f avoured issuing process by invest ors

• The Allot ment Procedure
  • does not necessarily assure a broad dist ribut ion of securit ies as t he dealers may sell t heir f ull allot ment t o one end buyer

• Jump Ball
  • creat es t he least manageable dist ribut ion environment and does not give invest ors t he t ime t o evaluat e t he t ransact ion
    because of t heir approval process, some invest ors w ill not purchase t ransact ions dist ribut ed by a jump ball met hod

• Reverse Inquiry
  • a process t hat should alw ays be available - as a one-of f t ransact ion or pot ent ially as a lead order f or a larger deal




                                                                       19
Offering Structure

Marketing
   Regardless of whether the issuer chooses to launch an MTN program directly or issue
    underwritten debentures, we generally recommend a fully marketed conventional
    syndication process including exempt coverage, a lead bookrunner and a defined
    syndicate, and retail participation for first time or infrequent issuers.
   Marketing generally consists of luncheon presentations for debt investors in Toronto
    and Montreal and possibly, Winnipeg and Vancouver. These are generally
    complemented by one-on-one presentations with key investors, and conference calls
    for those unable to attend personally.
   This process is similar for private placements, although the number of potential
    investors is much smaller, so often only one group presentation is scheduled, or the
    issue is launched entirely through one-on-one presentations.

   Subsequent tranches of MTN’s are issued with no marketing since the MTN platform
    provides continuous disclosure about the issuer and MTN’s are often issued based on
    “reverse inquiry” I.e. an investor or group of investors indicates an interest in a
    particular maturity or a specific structure.




                                           20
Offering Structure

Syndicate

   One of the keys to success for a public debt issue in Canada (debentures and/or
    MTNs) is a strong syndicate, defined as market-leading investment dealers with strong
    distribution capability (both retail and institutional) who will provide consistent trading
    support, research coverage and on-going market intelligence and advisory services.

   Issuers generally use a syndicate consisting of 3 - 4 dealers with a lead or two co-
    leads.

   The syndicates are increasingly determined by participation in bank lending to the
    issuer. This is also true in the U.S. market.




Cross-Currency Swap
   The issuer may choose to swap a portion to U.S. dollars to effectively create a U.S.
    dollar obligation to hedge some U.S. dollar revenues.




                                               21
Offering Structure

Timing
      The public short-form debenture issuance process takes approximately 6 weeks. Long-
       form (required for first time issuers that are not already reporting issuers) takes
       approxiately 10 weeks.

                                                                           Weeks
                                                                   1   2   3   4   5   6
    Key Task/Event

    Organizat ional M eet ing
    Prepare Rat ing Agency Present at ion
    Prepare Prospect us and Trust Indent ure
    Obt ain Rat ings
    Prepare Invest or Present at ions
    Prepare Underw rit ing Agreement
    Due Diligence, File Prospect us and Issue Press Release
    Commence Invest or M arket ing
    Price, File Final Prospect us
    Close




                                                              22
Offering Structure

Budget and Documentation
   Principal documentation includes:
        –   MTN Shelf Prospectus
        –   Covenant Package
        –   Selling Agency Agreement
        –   Rating agency presentation



                          Counsel                              $35,000 - $75,000
                          Printing (Prospectus, Certificate)            $15,000
                          Rating Agencies Fees                          $50,000
                          Trustee                                       $15,000
                          Filing Fees                                   $20,000
                          CDS                                            $5,000
                                                           $140,000 - $180,000




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     Offering Structure

     Rating Agency Process


                        Step                                                             Process

1.    Intensive study of firm’s operations and       The issuer and its financial advisory team will analyze and become
      finances                                         comfortable with the nature of the issuer’s revenues and cash flows

2.    Development of financial plan                  The plan should reflect the analysis performed and provide detail on how the
                                                       relevant issues will be addressed

3.    Assessment of trade-offs in structure,         The ultimate approach to rating agencies will be based on the financial
      covenants and pricing                            analysis outlined in steps 1 and 2 above, and a thorough review of the issuer’s
                                                       objectives for the capital raised
                                                     This will result in potential trade-offs between structure, convenants and
                                                       pricing to optimize the results to the issuer
4.    Develop the rating agency presentation         The culmination of steps 1-3 will be to prepare a detailed presentation
                                                       describing the issuer’s “story”

5.    Approach, order and timing of rating agency    The issuer’s financial advisory team will provide advice on how and when to
      presentations                                    approach the various rating agencies

6.    Management preparation                         Through a series of rehearsals, the issuer and its financial advisory team
                                                       should anticipate and prepare appropriate responses to likely rating agency
                                                       questions or concerns

7.    Ongoing negotiations                           The issuer and its financial advisory team should be prepared to negotiate
                                                       with, and educate rating agencies in order to achieve the highest possible
                                                       rating




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Canadian Fixed Income Money Management

   Who are the investors?
        –   Insurance Companies
        –   Pension Funds (mostly managed by investment counsellors, except
                •   OTPP
                •   OMERS
                •   Caisse de Depot
                •   Other government and a few private pension plans
        –   Mutual Funds
        –   Investment Counsellors
                •   Pension money
                •   Endowment money
                •   Insurance Money
                •   Private Wealth




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