edition venture skills summit - goodmans• deal “must-haves” versus “nice-to-haves” • the...

Allon Therapeutics Inc. Blake, Cassels & Graydon LLP

Brightspark Ventures, L.P.Burns Levinson Canada Co.

Burns & Levinson LLPCanadian Institutes of Health

ResearchCCFL Mezzanine Partners

EdgeStone Capital PartnersEnsis Management Inc.

Ernst & YoungFonds de Solidarité FTQ

Goodmans LLPGowlings LLP

Greenstone Venture PartnersGrowthWorks Capital Ltd.

Heenan Blaikie LLPi-Vantage Inc.

Jefferson PartnersJ.L. Albright Venture Partners

Kilmer Capital Partners LimitedLinear Capital Corp.

Mercator Investments LimitedMintz & Partners

MMV FinancialMomentum TechnologyNeuro Discovery Funds

Quorum Group of CompaniesPrefund

RBC Capital PartnersRoyNat Capital Inc.Tera Capital Corp.

Trellis Capital CorporationTSX Venture Exchange

VenGrowth Capital Partners Inc.Ventures West Management Inc.

VIMAC Ventures LLC

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Due diligence and risk management during the evaluation of both early- and later-stage deals, including the latest thoughts on pricing and valuing the deal as well as deal structuringDeveloping a more systematic approach to assessing the management team you are investing in How to add value through the director selection process by recruiting directors that can make a difference Best practices & options for early-stage and follow-on rounds of financingWorking with stakeholders during the commercialization processThe latest issues facing U.S.-backed deals, including raising capital, partnering and targeting sectors/industriesUsing Capital Pool CompaniesTM to access financingHow to market a VC fund to retail investorsCurrent opportunities for offshoring the R&D operations of the emerging companies you are investing inBuilding the exit tactics into the term sheet and how to prepare for the actual exitThe latest developments in management buyouts (MBOs)

CONFERENCE HIGHLIGHTS

OPTIONAL WORKSHOPSCROSS-BORDER INCOME SECURITIESStephen Pincus and Seymour TemkinGOODMANS LLP

DOCUMENTING THE DEAL FROM TERMSHEET TO CLOSINGGary R. ShiffBLAKE, CASSELS & GRAYDON LLP

Leading-Edge Skills for Creating Value, Maximizing Returns, Fundraising Successfully and Optimizing Exits for Venture Capital/Private Equity Deal-Makers

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With over 35 seasoned deal-makers providing veteran expertise on getting the deal done, this event is not to be missed!

SKILLSVENTURE

January 11, 12 & 13, 2006

SUMMITTORONTO

Dear Colleague,

To be involved in venture capital today is to be at the forefront of change, working with emerging companies that hold the potential to advance major innovation in biotech, life sciences, telecommu-nications, high-tech and software. Though, like any explorer of new and uncharted territory, venture capitalists and private equity players must be careful to navigate the risks and opportunities when analyzing and investing in emerging businesses. The do-or-die imperative to spot emerging trends early on, create value, maximize returns, fundraise successfully and optimize exit opportunities is inevitably a factor of time, resources, partnerships and seasoned expertise drawn from effective business strategies and trusted market intelligence.

With this imperative to remain at the top of one’s game from the deal flow and assessment stage to im-proving the quantification of the risks and uncertainties inherent in the deal and finally, to a successful exit, the key skill sets required of leading practitioners going forward have taken on greater importance.

This 4th edition of Federated Press’ Venture Skills Summit will bring together over 35 seasoned deal-makers engaged in venture capital and private equity transactions for an in-depth look at what it takes to get the deal done. Attend this Summit and gain insights into:

• Due diligence and risk management during the evaluation of both early- and later-stage deals• Developing a more systematic approach to assessing the management team you are investing in • How to add value through the director selection process by recruiting directors that can make a difference • Best practices & options for early-stage and follow-on rounds of financing• Working with stakeholders during the commercialization process• The latest issues facing U.S.-backed deals• Using Capital Pool CompaniesTM (CPCs) to access financing• How to market a VC fund to retail investors• Current opportunities for offshoring the R&D operations of the emerging companies you are investing in• Building the exit tactics into the term sheet and how to prepare for the actual exit• The latest developments in management buyouts (MBOs)

Please don’t miss this learning opportunity designed and facilitated by leading players in Canadian and American venture capital and private equity, representing such organizations as: Allon Therapeutics Inc., Blake, Cassels & Graydon LLP, Brightspark Ventures, L.P., Burns Levinson Canada Co., Burns & Levinson LLP, Canadian Institutes of Health Research, CCFL Mezzanine Partners, Dancap Private Equity Inc., EdgeStone Capital Partners, Ensis Management Inc., Fonds de Solidarité FTQ, Goodman and Carr LLP, Goodmans LLP, Gowlings LLP, Greenstone Venture Partners, GrowthWorks Capital Ltd., Heenan Blaikie LLP, IatroQuest Corporation, i-Vantage Inc., Jefferson Partners, J.L. Albright Venture Partners, Kilmer Capital Partners Limited, Linear Capital Corp., Mercator Investments Limited, Mintz & Partners, Momentum Technology, Neuro Discovery Funds, PENTOR Alliance Corporation, Quorum Group of Companies, RBC Capital Partners, RoyNat Capital Inc., Tera Capital Corp., Trellis Capital Corporation, TSX Venture Exchange, VenGrowth Capital Partners Inc., Ventures West Management Inc. and VIMAC Ventures LLC.

Don’t miss out on this one of a kind networking experience. Register today by calling 1-800-363-0722.

We look forward to seeing you at the Summit!

Lise Ponton, Conference Director

P.S. Be sure to register for our optional workshops, where you’ll get a comprehensive overview of income funds and income securities and of the key issues and documentation necessary to get from term sheet to closing.

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WHO SHOULD ATTEND:

“Good speakers, good content.” - Mark Giuliani, CA, Finance Manager, Shire BioChem Inc.

“Good speakers with good actual experience...” - Arshia Tabrizi, Partner, Tabrizi Law Office

• Venture capitalists• Investment funds• Private equity investors• Corporate & intellectual property lawyers• Investment syndicates• Corporate finance specialists• Buy out and merger & acquisition firms

• CEOs, CFOs, business development executives, comptrollers, treasurers, auditors, and accountants representing data & telecommunications, software, internet, biotech companies• Investment & commercial bankers

Tuesday, Wednesday & Thursday, January 11, 12 & 13, 2006 • Registration: 8:00 – 9:00

9:00-10:00DUE DILIGENCE & RISK MANAGEMENTIN DEAL EVALUATIONSteven Bloom, CFOBRIGHTSPARK VENTURES, L.P.Sandra Bosela, Principal, Equity FundEDGESTONE CAPITAL PARTNERSSunil Selby, Managing DirectorTRELLIS CAPITAL CORPORATION

Once you have zeroed in on a business plan, the due diligence process must go beyond a mere review of the historic financials. Due diligence should quantify the risks and uncertainties inher-ent in the deal while assessing the potential to create value. Nec-essary for effective due diligence is a thorough understanding of the target company, the markets and legal frameworks in which it operates, as well as operational challenges it may face. This presentation will review best practices for due diligence during the evaluation of both early and later stage deals.

• Evaluation of the core value proposition: are sales, costs and cash flow projections supportable into the future?

• What are the value-added opportunities not previously identified by management?

• Product positioning and competitive threats/opportunities• Interviewing customers/suppliers• Validating business models and projections• Reducing the risk and leveraging resources via deal syndication

10:00-10:45PRICING & VALUATION STRATEGIES TO DETERMINE THE WORTH OF A COMPANYJohn Albright, Partner,J.L. ALBRIGHT VENTURE PARTNERSSteven Rayson, Valuation & Litigation ManagerMINTZ & PARTNERS

Determining a company’s value may be the most subjective and controversial aspect of the negotiating process. Nego-tiations often deadlock between investors and entrepreneurs because of the “valuation perception gap.” That is, a lack of understanding the differences between an open market vs. notional market context, and the impact on the various value terms. This presentation will provide an overview of the valua-tion techniques that are currently being used today.

• The components of “price”• Current valuation methodologies and principles• The impact of non-compete/management contracts on value• Building pricing models, developing sensitivity analysis and determining enterprise value

• Attributes of a company and its market that most affect valuation

10:45-11:00NETWORKING BREAK11:00-11:45MODELS FOR SUCCESSFULDEAL STRUCTURESWanda M. Dorosz, Chair & CEOQUORUM GROUP OF COMPANIESPeter A. Allen, PresidentMERCATOR INVESTMENTS LIMITED

Aspirations are high and expected benefits great during the deal’s outset, yet deals regularly underachieve because es-sential issues don’t get sorted out properly. That’s why deal structuring is essential for mitigating risk, minimizing losses and making a good investment even better. This presentation will explore the dynamics of four deal environments.

• Initial first-time investors• Follow-on investors• Purchase and sale transactions and ordinary course versus distress versions of the above

• Appropriate uses of debt, quasi-equity and equity in architecting model deal structure

• Deal “must-haves” versus “nice-to-haves”• The dynamics of two-party deal structures vs. multi-party deal structures

11:45-12:30KEYS TO A SUCCESSFULMANAGEMENT TEAMGordon C. McCauley, Partner, NEURO DISCOVERY FUNDS

and President & CEO, ALLON THERAPEUTICS INC.

Defining, accessing, managing and providing an incentive to management teams is central to suc-cessfully investing in any business. In particular, the old tendency by venture capitalists and private

equity practitioners to rely solely on “gut feel” when assess-ing management is being replaced by systematic and focused diligence. Today, assembling and motivating the leadership team as the cornerstone of any financeable business plan has become a question of:

• Balancing strengths and weaknesses, needs and wants in growing and declining businesses

• Corporate culture: how do you sow its seeds and get it right?• Dealing with founders, builders and managers• Avoiding and managing founder’s disease• Must-haves for the perfect CEO: presentability, tenacity, creativity, integrity and ruthlessness

Wednesday, January 11th

Chair: Gordon C. McCauley, PartnerNEURO DISCOVERY FUNDS; and President & CEOALLON THERAPEUTICS INC.

RISK MANAGEMENT & DUE DILIGENCE

SESSION 1

4th edition Venture Skills Summit • January 11, 12 & 13, 2006 • 1 800 363 0722

SKILLSVENTURE

• Planning for success and succession• Management incentives in a post-Enron world

12:30-1:30LUNCH

1:30-2:30ADDING VALUE THROUGH THE DIRECTOR SELECTION PROCESSTed Anderson, PartnerVENTURES WEST MANAGEMENT INC.Howard Sutton, PartnerTERA CAPITAL CORP.

Getting the initial capital to execute the business plan can be the most critical, but often the most difficult round of financing. Many companies fail early because of inadequate financing. However, it’s just as important to navigate through raising follow-on rounds of financing once that initial capital hurdle has been overcome. This presentation will cover the range of debt and equity options available to the venture capital/private equity provider during the early-stage and follow-on rounds of financing.

• Taking a long-term view• Typical terms and conditions• Factors that influence investment decisions: initially and subsequently

• What instruments should you use? • Should you encourage or discourage tax-driven financing and/or government programs?

• Keeping the original investors on board for subsequent rounds

• What new investors are looking for in the next round of financing

2:30-3:30USING CAPITAL POOL COMPANIESTM (CPCS) TO ACCESS FINANCINGUngad Chadda, Team Manager, Ontario Listed IssuerServices and National ManagerNEX, TSX VENTURE EXCHANGERay Kindiak, Partner, LINEAR CAPITAL CORP.

Emerging companies that are too small to directly access the traditional IPO market now have a new approach to ac-cessing public financing through Capital Pool CompaniesTM (CPCs). In 2004 alone, $76.5 million was raised by CPCs and 87 CPCs were listed on the TSX Venture Exchange. A flexible and straightforward solution, the CPC structure allows emerg-ing companies to build momentum and raise capital for the purpose of identifying a qualifying transaction and ultimately obtain a full listing on the Exchange. This panel will explore the TSX Venture Exchange’s role in fostering the growth of this method of financing as well as offer best practices for working with this method of financing.

• Types of companies best positioned to take advantage of CPC financing

• Evaluating the pros and cons• The Exchange requirements• Best practices for creating the CPC, selling the shares, announcing the acquisition, preparing for the vote

3:30-4:00NETWORKING BREAK

4:00-4:45HOW TO MARKET A VC FUND TO THE RETAIL INVESTORRichard Kinlough, Co-PresidentCCFL MEZZANINE PARTNERSSilvio Marsili, Managing Director, EquityROYNAT CAPITAL INC.Michael Wolfe, PartnerVENGROWTH CAPITAL PARTNERS INC.

Less dilutive than equity, subordinated debt/mezzanine capital is intended to fill the gap created when limited equity and fully utilized bank facilities are insufficient to fully fund a transaction. Exploring the dynamics of three recent subordinated debt/mezzanine deals to mid-market companies, this presentation will utilize the case study approach to elaborate on lessons learned at the financing and exiting stages.

• Preferred investment parameters of the three risk capital providers and how they were applied to the three deals

• Risks, challenges and mitigants in completing the financings

• Exit details: private sale vs. IPO (income trust)• Changing market conditions and emerging trends

DUE DILIGENCE • PRICING & VALUATION • DEAL STRUCTURING • MANAGEMENT TEAM DUE DILIGENCE

Wednesday, January 11th

Chair: David Levi, President & CEOGROTHWORKS CAPITAL LTD.

FINANCING & NEGOTIATING THE DEAL

SESSION 2

Maximize your company’s visibility in front of key decision-makers in your target market! Federated Press events are attended by those with the seniority and au-thority to change the way their organizations operate. For sponsors this means an unparalleled opportunity to raise your profile before a manageable group of senior decision makers. There are a wide range of sponsorship packages, which can be customized to fit your budget and marketing objectives.Contact Nayla Costandi at: 1-800-363-0722 ext. 244 for more information.

SPONSORSHIP OPPORTUNITIES

Full video of conference included on CDAudio/Video segments clickable slide by slidePapers and overheads also includedPrint any of the material for your own use

PROCEEDINGS CD - ROM

4th edition Venture Skills Summit • October 18, 19 & 20, 2005 • 1 800 363 07224th edition Venture Skills Summit • January 11, 12 & 13, 2006 • 1 800 363 0722

9:00-10:00THREE RECENT DEALS: LESSONS LEARNED AT THE FINANCING & EXITING STAGESHugues Lacroix, Investment DirectorFONDS DE SOLIDARITÉ FTQDavid Levi, President & CEOGROWTHWORKS CAPITAL LTD.

With today’s investors demanding much more from the direc-tors of start-ups, the selection process becomes even more critical. The role of the director is multi-faceted - a combina-tion of mentor, regulator, cheerleader, authority figure and company ambassador - and requires the right mix of skills and experience in order to provide value. However, limited resourc-es, unlimited risks, non-independent directors and confused expectations are just some of the factors that need to be taken into account in the selection process. Drawing from case stud-ies, this presentation will offer practical advice about recruiting directors who can make a difference.

• Understanding the role• Skills required of an early-stage director• The optimal make-up of an early-stage board• Decisional information and the management report• Challenge of finding an independent director and selecting additional directors for the board

• Evaluating external directors and establishing executive compensation

10:00-10:45DELIVERY ON RESEARCH:

WORKING WITH STAKEHOLDERSDr. David Brener, Director, Industry ProgramsCANADIAN INSTITUTES OF HEALTH RESEARCH

The Canadian Institutes of Health Research is Canada’s premier health research funding agency

and funds over 8,500 researchers in universities, teaching hospitals and research institutes across the nation. It is more than a research funder however, as it also works to foster com-mercialization, witnessed by its coherent suite of programs to help move research discoveries from the academic setting to the marketplace. This presentation will highlight CIHR’s tech-nology partnering process and provide tips to working with stakeholders.

• Overview of CIHR’s technology partnering programs• Partner industries: pharma, biotechnology, life sciences• Turning knowledge into action by building strategic partnerships

• Role of the VC in technology partnering• Protecting IP assets


11:00-11:T45WHAT U.S. VCS ARE LOOKING FORIN A CANADIAN DEAL & HOW TOPARTNER WITH THEMBernhardt Zeisig, DirectorVIMAC VENTURES LLCRichard Osborn, PartnerGREENSTONE VENTURE PARTNERSDavid Folk, Managing General PartnerJEFFERSON PARTNERS

With more venture money than ever under management in the U.S., U.S. firms are looking to Canada. Moreover, as Canadian VCs are slowly weaning themselves from their historical reliance on IT, there is increased opportunity for capitalizing on cross-border investments. This panel presentation will bring together the most active U.S. VC in Canada, an emerging Canadian bio-tech company recently financed by an American VC group and Canadian VCs working on syndicated deals with U.S. counter-parts, to explore the latest issues in U.S.-backed deals.

• What U.S. VCs are looking for in a Canadian deal: spotting the top plays and picking the winners

• Approaching, negotiating, structuring and closing the cross-border venture capital deal

• Keys to structuring cross-border investments and partnering agreements

• Use of exchangeable shares• What to expect from your new U.S. VC investors• Creating successful partnerships and co-sourcing relationships

• How U.S. VCs are changing the terms of Canadian VC deals• Target sectors and industries: are early- or middle-stage investments interesting?

11:45-12:30CASE STUDY: APPROACHING, NEGOTIATING, STRUCTURING & CLOSING A CROSS-BORDER VENTURE CAPITAL FINANCINGLeonard M. Gold, Managing DirectorBURNS LEVINSON CANADA CO./BURNS & LEVINSON LLPJosef B. Volman, BURNS & LEVINSON LLPDaniel Lacelle, GOWLINGS LLPEric Levy, HEENAN BLAIKIE LLP

U.S. venture capital funds investing in Canadian companies are becoming more common. What Canadian deal-makers should know when co-investing with U.S. VC firms has become a hot topic. This discussion will detail the special issues that arise in a cross-border transaction by reviewing a hypothetical cross-border financing of a Canadian company.

• What are the legal elements of a cross-border deal• How do they differ from a Canadian transaction• Use of exchangeable shares• Retention of CCPC status for R&D tax credits• Satisfying the specific requirements of the U.S. and Canadian VC investors

12:30-1:30LUNCH

FINANCING THE DEAL • CAPITAL POOL COMPANIESTM • SUBORDINATED DEBT/MEZZANINE CAPITAL

Chair: Silvio Marsili, Managing Director, Equity,ROYNAT CAPITAL INC.

PARTNERSHIPSThursday, January 12th

SESSION 3


1:30-2:30T

BEST PRACTICES IN FINANCING: FROM INITIAL CAPITAL TO GETTING TO THE NEXT ROUND OF FINANCINGO. Ken Bicknell, Vice PresidentENSIS MANAGEMENT INC.Brian Hedrey, Senior Vice President

MMV FINANCIAL

Retail venture capital funds - also known as labour sponsored investment funds (LSIFs) - are now available to Canadian in-vestors coast-to-coast. However, investors must be in it for the long haul if they wish to profit from this asset class, as the return potential is long-term (about five to six years after fund inception). This presentation will provide a roadmap to VC fund managers on how to break through the clutter and be noticed by the capricious retail investor.

• Planning and budgeting• Targeting and segmenting customers and distribution channels

• Advertising and public relations tactics• Sponsorship marketing ideas• Shareholder communication strategies• ROI assessment techniques

2:30-3:15OFFSHORING & GLOBAL MARKETS: APPROACHES FOR A GLOBALSTART-UP PORTFOLIOBrent Holliday, PartnerGREENSTONE VENTURE PARTNERSPankaj Aggarwal, FounderMOMENTUM TECHNOLOGYAmit Maheshwari, President,I-VANTAGE INC.

Offshoring, defined as the substitution of foreign for domestic labour, has attracted the attention of venture capitalists as pre-senting a viable opportunity for reducing development time and minimizing precious investment capital. With falling communi-cation costs, the Internet and other technological advances, op-erations such as R&D are vulnerable to relocation to China, India and Eastern Europe. This panel will explore the current opportu-nities for Canadian start-ups to leverage cheaper foreign labour, the key considerations in offshoring, as well as guidelines for penetrating these enormous emerging markets.

• Pros and cons of offshoring your company’s operations or R&D

• Setting up the initiative and steps to take for leveraging the global talent

• Pitfalls to watch out for• Key considerations for accessing the global markets


3:30-4:15PREPARING THE COMPANY FOR AN EXITFrançois Tellier, Senior Vice President,ERNST & YOUNG

With the growing complexity of venture capital transactions there are increasing concerns regarding the timing and pro-cesses involved in completing the deals and the increased po-tential for the complex structures to impact the exit transaction. VCs have at their disposal various options for liquidating hold-ings while achieving the maximum possible return. However, depending on the market conditions and industry trends, prof-itable exit strategies may vary. This presentation will outline best practices for timing the exit, building exit tactics into the term sheet and how to prepare for the actual exit.

• Anticipating the legal issues that will arise in the deal itself and the ultimate exit

• Impact of current market conditions and trends on exit strategies

• Triggering shareholders agreements: what is the impact?• Controlled auctions• Using income trusts as an exit strategy: opportunities and challenges

• Liquidity delays• Rights of first refusal/rights of first opportunity• Defaulting shareholders and insolvency/ restructuring scenarios

4:15-5:15MANAGEMENT BUYOUTS (MBOS)Richard Bradlow, Managing Director,PREFUNDAnthony Sigel, Managing PartnerKILMER CAPITAL PARTNERS LIMITEDTony Manastersky, Managing Partner - MezzanineRBC CAPITAL PARTNERS

MBOs have become an increasingly popular way for sharehold-ers in private companies to find an exit without the problems associated with a trade sale. However, affecting an MBO is a complicated process requiring significant capital and exper-tise. As the management buyout usually takes up to 12 months to reach completion, it is vital that the management team con-tinue to manage the business in a professional manner during what will become a busy and time-consuming process. This session will look at the latest developments in MBOs, while outlining key skills required for making the deal successful.

• Assessing the MBO candidate• Pricing an MBO• Structure of an MBO• Raising financing• Due diligence considerations• Legal considerations• Public to Private deals• Exit routes• Best practices for forging the partnership between financiers and management

• Management’s carry and financial contribution: expectation versus reality

CROSS-BORDER DEALS • MARKETING THE VC FUND TO THE RETAIL INVESTOR • OFFSHORING & GLOBAL MARKETS

Chair: Brent Holliday, PartnerGREENSTONE VENTURE PARTNERS

Thursday, January 12th

SESSION 4

MAXIMIZING VALUE & SUCCESSFUL EXIT STRATEGIES


DOCUMENTING THE DEAL FROM TERM SHEET TO CLOSINGGary R. ShiffBLAKE, CASSELS & GRAYDON LLP

Getting the term sheet right is extremely important in today’s fi-nancing market, as it will be used as the basis for later rounds, es-pecially relative to dilution issues. Build on what you have learned from the conference and join this workshop for an in-depth look at how to negotiate the term sheet in today’s market.

This interactive workshop will bring you up to date on the lat-est Canadian and U.S. trends in VC financings of technology companies and include a detailed overview of the key issues and documentation necessary to get from term sheet to clos-ing, including:

• Current trends in ‘A’ round and follow-on rounds in Canada and the U.S.• Cross-border legal and tax issues for U.S. and Canadian investors• Special issues arising in due diligence of technology companies relating to intellectual property and employment matters• Detailed overview of key drafting issues in principal deal documentation including term sheet, share provisions, subscription agreement, shareholders agreement and registration rights agreement

Gary Shiff is a Partner in the Business Group in the Toronto office of Blake, Cassels & Graydon LLP. An emphasis of Gary’s practice is to pro-vide corporate and commercial advice to a diverse base of multi-nation-al and privately held mid-market corporations. In addition, he has been involved in acquisitions and divestitures in Canada and the U.S. He as-sists clients in a wide spectrum of industries, including those involved in software development, manufacturing, recycling, construction, busi-ness services and financing to the private sector. Gary acts for a number of venture capital firms providing second and later stage financing to private companies. Gary has taught corporate and commercial law at the Bar Admission Course and, since 1991, has been head of the Busi-ness Law Section of the Law Society of Upper Canada Bar Admission Course. He has spoken at conferences and seminars on various topics, including legal drafting, contractual due diligence, venture capital and financing for private corporations. He has also been a speaker at various continuing legal education programs sponsored by the Law Society of Upper Canada, Osgoode Hall Law School and other continuing legal education providers. Gary received a BSc. Degree from the University of Toronto in 1973 and received his LLB. from the University of Western Ontario in 1977. He was admitted to the Ontario bar in 1979 and upon his call to the bar was appointed a law clerk to the Chief Justice of Ontario. Gary joined Blakes in 1988 and has been a partner in the Business Law Group since 1990.

CROSS-BORDER INCOME SECURITIESStephen Pincus and Seymour TemkinGOODMANS LLP

Strong investor demand for income funds continues to attract U.S. companies to the cross-border income securities structure. Like income funds, income securities can be used for an IPO by a privately-owned business or for a conversion by an existing public company. Often such businesses are owned by private equity funds that need to realize on their investments within a certain time period. Since the Canadian market values income funds and income securities primarily on the basis of their cash distributions, these structures may provide a more attractive exit option than a private sale or a conventional IPO. This inten-sive, interactive workshop will give participants a comprehen-sive overview of income funds and income securities. Topics to be covered include:

• What income securities are and the factors that made them possible• Why income securities are an attractive path to liquidity for private equity funds• The anatomy of cross-border income securities• How broad and deep is the market?• Process and timeline: what is the critical path to execution?• Possible structures and their respective attributes• U.S. and Canadian tax considerations • Accounting and securities issues• A sponsor’s rights and obligations under this structure• Key success factors: what makes a successful IPO?• Case studies

Stephen Pincus is a Partner, Executive Committee Member and Chair of the Income Funds Group at Goodmans LLP. He has an extensive practice in corporate finance, M&A, private equity, project finance, health care and international transactions. He is identified as a lead-ing practitioner in The Canadian Legal LEXPERT Directory, Chambers Global’s The World’s Leading Lawyers and Global Counsel’s Equity Capital Markets Handbook. Stephen has played a leading role in the Canadian income fund sector, including advising on the first publicly listed trust to own operating businesses, the first cross-border REIT, the first cross-border income fund and the first income securities of-fered solely in Canada. He has acted on all Canadian cross-border in-come securities transactions completed to date, as well as the largest IPO, largest bought deal and the first mutually initiated merger in the income fund sector. He has a MBA and LLB (Gold Medalist) and is an author of The Canadian REIT Handbook.

Seymour Temkin is a Senior Business Advisor and member of Good-mans’ Income Funds Group. He provides strategic and business advisory services to public and private companies and investors in real estate and a broad range of other industries. Widely regarded as a pioneer in the Canadian real estate income trust sector, Seymour headed the Canadian real estate practice of Deloitte & Touche LLP for 15 years and has 30-years of public accounting experience. Seymour is credited with the creation of numerous successful income funds from conception, through due diligence, to their public listing and growth. Seymour is a Chartered Accountant with an FCMA designa-tion and Bachelor of Commerce degree.

Friday, January 13th, 2005 – 1:30 - 4:30

OPTIONALWORKSHOP2

Friday, January 13th, 2005 – 9:00 - noon

OPTIONALWORKSHOP1


SHERATON CENTRE TORONTO HOTEL, 123 QUEEN STREET WEST, TORONTO, ONTARIO

WHEN CALLING, PLEASE MENTION PRIORITY CODE: VSS1005/M1

Mail completed form with payment to:Federated PressP.O. Box 4005, Station “A” Toronto, Ontario M5W 2Z8

If you register four people at the same time you will be entitled to a discount. To take advantage of this special offer, payment for all delegates must be made with one cheque or credit card charge. Contact Sandra Frattolillo at: 1-800-363-0722 ext. 223 for more information.

GROUP DISCOUNTIf you have registered for a similar or simultaneous event and wish to attend this Federated Press event instead, we are so sure that you will find this confer-ence of more value that we will refund any cancellation fee up to $300.00

UNCONDITIONAL UPGRADE POLICY

(416) 665-77331-800-363-0722Toronto:(416) 665-6868

[email protected]

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q Conference + 1 workshop ( qA or qB ) $ 2090 $ 2190 $ 2290

q Conference only $ 1595 $ 1695 $ 1795

q CD-ROM + Conf. ( with or without workshop ) $ 150

q CD-ROM only $ 499

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* Please add 7% GST to all pricesCancellation: Please note that non-attendance at the conference does not entitle the registrant to a refund. In the event that a registrant becomes unable to attend following the deadline for cancellation, a substitute attendee may be delegated. A copy of the conference papers will be provided in any case. Please notify Federated Press of any changes as soon as possible. Feder-ated Press assumes no liability for changes in program content or speakers. A full refund of the attendance fee will be provided upon cancellation in writing received prior to December 29, 2005. No refunds will be issued after this date.

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Leading-Edge Skills for Creating Value, Maximizing Returns, Fundraising Successfully and Optimizing Exits for Venture Capital/Private Equity Deal-Makers

EDIT

ION

4th

With over 35 seasoned deal-makers providing veteran expertise on getting the deal done, this event is not to be missed!

SKILLSVENTURE

January 11, 12 & 13, 2006

SUMMITTORONTO

edition venture skills summit - goodmans• deal “must-haves” versus “nice-to-haves” • the...

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