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Investment Real Estate Financing

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					                                                                May 13 & 14, 2009, Toronto



3
        rd




CONSTRUCTION
FINANCING
Learn about the Developments, Trends and Risks when
Financing your Construction Deal




                                                                                             Course Leader
                                                                                             David A. Dell,
                                                                                             Torys LLP




                                                                                             Norman I Kahn,
                                                                                             Aird & Berlis
                                                                                             LLP
participating organizations
Aird & Berlis LLP
Altus Group Cost Consulting
Borden Ladner Gervais LLP
Scotiabank
                                                                                             Michael Barker,
Torys LLP                                                                                    Altus
Wildwood Capital Inc.                                                                        Group Cost
                                                                                             Consulting


who should attend
Professionals involved in construction financing,
real estate investment and development,
private real estate developers and managers,
                                                                                             Sergio
mortgage lenders, real estate market and business consultants                                Bozikovic,
                                                                                             Scotiabank

course highlights                                                                            as well as:
•   Financing construction and development
•   Trends in the availability of capital for construction                                   Morton G.
•   Managing the legal aspects of financing                                                  Gross,
                                                                                             Borden Ladner
•   Taking mezzanine financing to the next level                                             Gervais LLP
•   Managing risk and mastering due diligence
•   Canadian REIT developments and opportunities                                             Ehud
•   Structuring a cross-border construction financing                                        Estreicher,
                                                                                             Wildwood
•   Raising capital through joint ventures                                                   Capital Inc.
•   Determining the financing best suited for your needs
FACULTY

COURSE LEADER                                         CO-LECTURERS
DAVID DELL                                          NORMAN I. KAHN                                        SERGIO BOZIKOVIC

David Dell is a partner in Torys’ Commercial        Norman I. Kahn is a partner in the law firm of        Sergio Bozikovic is Vice President, Real Estate
Real Estate and Infrastructure Group. His           Aird & Berlis LLP. He has practised in the area       Lending for Scotiabank and is the head of
practice focuses on commercial real estate          of commercial real estate law for more than           the bank’s Greater Toronto Area construction
and infrastructure and energy projects. He has      26 years and has represented institutional            lending group. He has been a commercial
experience in real estate joint ventures, project   and private clients on acquisitions, financings,      and real estate banker for 32 years. Since the
development and construction, lending, loan         leasing and dispositions of development prop-         late 1980s, he has specialized in lending to
restructuring and workouts, leasing, real estate    erties, office buildings, retail property, residen-   builders and developers; during that time, he
investment trusts and real property acquisi-        tial apartment complexes, industrial buildings,       has worked with all of the GTA’s major builders
tions and dispositions.                             nursing homes, retirement residences and              and developers. His responsibilities include
                                                    hotels, as well as portfolio and cross-border         strategic planning, structuring deals, business
                                                    transactions. His particular focus is real estate     development and overall client satisfaction. He
                                                    financings including loan enforcement, recov-         works closely with his relationship managers
                                                    ery and “workout” matters.                            and internal Risk Management teams to en-
                                                                                                          sure that clients’ needs and the bank’s lending
                                                    MORTON G. GROSS                                       parameters are a good fit.

                                                    Morton G. Gross is a senior partner with Bor-         EHUD ESTREICHER
                                                    den Ladner Gervais LLP.
                                                                                                          Ehud Estreicher is the President of WildWood
                                                    MICHAEL BARKER                                        Capital Inc., which was incorporated in 1975
                                                                                                          and is involved in every facet of the mortgage
                                                                                                          industry. As mortgage brokers they special-
                                                    With more than 25 years of experience in the          ize in mortgages, loans or refinancing for
                                                    industry on projects of various sizes and stag-       commercial properties, residential homes,
                                                    es of development, Michael Barker has gained          construction, joint ventures and mezzanine
                                                    a wealth of expertise and practical knowledge
                                                    in all aspects of construction and development        financing.
                                                    economics. He has provided professional ser-
                                                    vices and a full range of cost consulting and
                                                    building economic advice to all construction
                                                    industry stakeholders, all levels of government
                                                    as well as financial institutions and legal and
                                                    accounting firms. As Executive President, he is
                                                    responsible for setting new strategic directions
                                                    for Altus Group’s cost division.




COURSE PROGRAM
MANAGING THE LEGAL ASPECTS OF FINANCING                                        TAKING MEZZANINE FINANCING TO THE NEXT LEVEL

How can parties leverage the expertise of legal counsel to better man-         Mezzanine financing is now an integral part of construction financing for
age the process of negotiating and drafting construction financing?            developers and builders. It is increasing in demand, but it is important to
This session will outline best practices in managing this process to           analyze who is offering this financing and how it should be treated. This
ensure that the interests of the business are protected, organizational        session will examine these non-traditional sources of capital and the key
goals are achieved and future revenue flow is unrestricted.                    role they can play in your next venture.

·   Legal opinions in commercial construction financing                        · The latest mezzanine and high-ratio financing vehicles: who is
·   Environmental issues in commercial construction financing                    actively providing this type of financing and how is it priced?
·   Loan applications and commitments                                          · Pros & cons: mezzanine vs. other financing options
·   Significant terms of agreements                                            · Interim financing best practices: minimizing risk
·   Guaranties and other credit enhancements                                   · Key terms in mezzanine financing
·   Loan documents: commonly negotiated points
FINANCING CONSTRUCTION AND DEVELOPMENT                                      STRUCTURING A CROSS-BORDER
                                                                            CONSTRUCTION FINANCING
All too often, borrowers do not give construction loan requests the
proper time and effort required to maximize their chance of success.        A growing number of Canadian construction firms and lenders are
Timing is crucial. The longer you have, the better chance there is to       looking at opportunities in cross-border markets while U.S. (and
identify risks and decide how to mitigate them. This session will outline   foreign) lenders and investors have also been active in the Canadian
the recent trends in the financing of construction and development          marketplace. Focusing on the U.S. and Canadian markets, this session
projects.                                                                   will explore the major sources of money internationally and provide a
                                                                            comparative discussion of some of the challenges that lenders and
· Sources of debt financing and equity investment for                       borrowers face when structuring a cross-border financing.
  construction and development
· Controls put in the proposed loan by the lender to address risks          ·   Understanding and capitalizing upon international financing
· Features of loan packages that will satisfy concerns of a lender          ·   International sources of capital, target returns and product types
· Tools for creating a well thought out and documented                      ·   Financing and security structures
  construction budget: hard & soft costs                                    ·   Differences in financial reporting requirements
· The changing nature of construction financing                             ·   Differences in enforcement procedures and remedies
· Construction underwriting process                                         ·   Cross-border insolvency issues
· Pricing the risk for construction and development
                                                                            RAISING CAPITAL THROUGH JOINT VENTURES
TRENDS IN THE AVAILABILITY OF CAPITAL
FOR CONSTRUCTION                                                            There has been an increase in the use of joint ventures in real estate in-
                                                                            vestment and development, with real estate developers co-investing in
Access to well-priced capital is one of the most significant ongoing        projects with institutional partners as a means of accessing institutional
challenges facing construction projects today. At the same time, lend-      capital. This session will examine this trend and provide best practices
ers, investors and intermediaries are constantly monitoring the market-     for entering into, structuring and managing such an arrangement.
place and re-evaluating their policies and products as they try to deter-
mine where the most prudent financing and investment opportunities          ·   Trends in joint venture investing
are. This session will look at current and emerging trends in sourcing      ·   Key issues from the developer and institutional investor point of view
private and public capital for construction financing, taking an in-depth   ·   Partner due diligence
look at new sources of financing and innovative deal structures.            ·   Deal structures
                                                                            ·   Return requirements, exit strategies and governance
· The main sources of capital for construction
  financing and investment                                                  DETERMINING THE FINANCING BEST
· The priorities of today’s lenders                                         SUITED FOR YOUR NEEDS
· Conduit lending
· Mezzanine and conventional commercial mortgage financing                  Selecting the optimal mix of construction funding sources can be dif-
· Structured debt financing trends                                          ficult as it should be based upon your unique circumstances, to most
                                                                            efficiently raise the capital you need. This session will explore ways to
MANAGING RISK AND MASTERING DUE DILIGENCE                                   determine what loan type is right for you, as well as winning strategies
                                                                            for approaching multiple lenders and sealing the deal. It will also look at
There is a need for providers of capital to be assured that risks are       methods for avoiding common - and less common - legal and financial
identified, understood and ultimately mitigated, as negotiating the         pitfalls that can quickly transform deal-saving loans into a nightmare.
volume of paper, diverse issues, ever-changing deadlines and priorities
associated with construction financing can be a daunting task. This         ·   Determining the capital type best suited for your needs
session will cover the risks that lenders are concerned with, how to per-   ·   Best practices for approaching lenders/investors/sources of capital
form the proper due diligence to uncover potential problems and risk        ·   Choosing a source of capital
mitigation strategies that can save your company big money.                 ·   Hedging against the eventuality of rising rates

·   Mastering due diligence reviews
·   What borrowers should provide to due diligence team
·   Creating the best closing checklists for your organization
·   Mitigating financing risk
·   Maximizing the effectiveness of your research
·   Factoring in trade stability, site location, developer
    experience and project monitoring

CANADIAN REIT DEVELOPMENTS AND OPPORTUNITIES

The last decade has witnessed an explosion in the number of real es-
tate investment trusts (REITs) and income trusts brought to the market,
with new offerings continuing to come to the market. This session will
look at how Canadian REITs, with their increased liquidity, diversifica-
tion and deferred taxation of cash distributions, can impact the future
of construction financing.

· Will new REITs continue to emerge?
· Evaluating REIT growth prospects
· REIT financing: leveraging long-term debt,
  capital markets and CMBS
· Challenges facing commercial REITs
· Recent deals and the impact on the lending environment
· Benefits of REITs for lenders
MULTIMEDIA PRESENTATIONS
Register for Construction Financing and we will give you free of charge a CD-ROM comprising the following virtual presentations from recent
Federated Press courses and conferences. Presented in their entirety with complete audio and accompanying PowerPoint slides totaling 388
minutes of expert learning, these presentations are an added bonus to this year’s course. Bear in mind that these presenters are not
necessarily those that you will see and hear at this year’s course.

Raising and Structuring Finance                                 Dealing with Operating Cost Issues; The                          Dennis Wood, Partner,
for Property Development; Equity Financing                      Treatment of Repair and Replacement Costs;                       Wood Bull LLP
Options; Debt Financing Options; Tax Efficient                  Net Rent, lease Audits; Operating Expenses                       Time: 51
Structures                                                      and Capital Expenditures
Dennis Kunde, Director,                                         Lisa A. Borsook, Partner, Chairperson of the                     Site Selection and Analysis: Pre-Acquisition
Real Estate Strategic Services,                                 Commercial Leasing Practice Group,                               Due Diligence; Key Issues that Development
CIBC Real Estate                                                WeirFoulds LLP                                                   Companies should know; Selection Criteria;
Time: 47 Slides: 19                                             Time: 42 Slides: 10                                              Due Diligence; Title Issues
                                                                                                                                 Andrew G. Kidd,
Brownfields Redevelopment;                                      Financing Multi Unit Residential Buildings;                      CBRE Global Consulting
Brownfields Assessment;                                         Preparing a lender/broker package of                             Time: 62
Programs and Incentives;                                        information; Improving Risk;Calculation of the
Brownfields Regulation; Remediation                             Pay-Back Period                                                  Dealing with Operating Cost Issues;
or Cleanup of Contaminated Sites                                John Lynch, Regional Manager,                                    The Treatment of Repair and
Dr. Andrew Panko, President,                                    Canada Mortgage and Housing Corporation                          Replacement Costs; Operating
Associated Brownfields Inc.                                     (CMHC) - BC Region                                               Expenses or Capital Expenditures
Time: 34                                                        Time: 23                                                         Monty Warsh,
                                                                                                                                 Heenan Blaikie LLP
Analyzing the feasibility of a Development                      Dealing with the Public Sector: Government                       Time: 25
Project: Operating a Budget; Calculating Net                    and Public Involvement in the Development
Operating Income and Cash Flow; How to                          Process; When is Planning Permission
Evalute a Project’s Return                                      Required? Planning Applications and Appeals
G. John Fleming,
Altus Helyar Cost Consulting
Time: 45 Slides: 23                                                                                    Audio/Video segments clickable slide by slide
                                                                                                       Papers and overheads also included
Legal Issues in the Acquisition, Development,                                                          Print any of the material for your own use
Management and Disposition of Real Estate;
The Public Sector’s Regulatory Role; Offers,
Purchases and Sales Agreements
Jeffrey W. Lem,
Davies Ward Phillips & Vineberg LLP
                                                                                                                                          PROCEEDINGS CD - ROM
Time: 59
Registration: To reserve your place, call Federated Press toll-free at 1-800-363-0722. In        Cancellation: Please note that non-attendance at the course does not entitle the registrant
Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the     to a refund. In the event that a registrant becomes unable to attend following the deadline for
registration form. Places are limited. Your reservation will be confirmed before the course.     cancellation, a substitute attendee may be delegated. Please notify Federated Press of any
Location: Metropolitan Hotel, 108 Chestnut Street, Toronto, Ontario, M5G 1R3                     changes as soon as possible. Federated Press assumes no liability for changes in program
                                                                                                 content or speakers. A full refund of the attendance fee will be provided upon cancellation in
Cost: The attendance fee for the course is $1825 per person and covers attendance for one        writing received prior to April 30, 2009. No refunds will be issued after this date. Please note
person and the lecturers’ presentation material. The fee further includes lunch on the first     that a 15% service charge will be held in case of a cancellation.
day, morning coffee on both days and refreshments during all breaks. You may purchase a
Proceedings CD-ROM containing edited actual proceedings and materials from the course.           Discounts: Federated Press has special team discounts. Groups of 3 or more from the
                                                                                                 same organization receive a 10% discount. Groups of 7 or more from the same organization
Time: Course registration begins at 8:00 a.m. The morning sessions start promptly at 9:00.       receive a 15% discount.
The second day ends at noon.
                 Payment must be received prior to May 6, 2009                                   Phone: 1-800-363-0722             Toronto: (416) 665-6868             Fax: (416) 665-7733

 TO REGISTER FOR CONSTRUCTION FINANCING                                                                                                     REGISTRATION COSTS
  Name
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