Secured Lending and Debt Finance 2024

Ben Freeman
Director, Loan Syndications, TD Securities

Tim Murray
Managing Director, Corporate Banking, RBC Capital Markets

Agnes Podbielski
Director, Global Loan Syndications, Scotiabank

• Get an essential overview of the Canadian debt financing market’s structure and operations:
• Impacts of international lending concerns from the Canadian perspective
• Who are the key players and what are the differences in how they approach the market?
• Which types of products are being offered?
• Which deal elements are crucial to lenders?

10:15 a.m.
Break

Michelle Boodhoo
McMillan LLP

Noah Schein
Norton Rose Fulbright Canada LLP

• Roles and objectives of lender, borrower and counsel in a deal – who does what?
• Essential terms and requirements: binding and non‑binding commitment letters, fees letter, term sheet, etc.
• Considerations when structuring the deal
• Key issues for borrowers and lenders
• Jurisdiction – the practical issues

David Ferris
Fasken Martineau DuMoulin LLP

• Checklist of critical items
• Objectives of due diligence in a financing transaction
• Getting started – addressing key areas of concern
• Use of diligence certificates
• How to best advise clients when issues arise

12:30 p.m.
Lunch Break

Eric Belli‑Bivar
DLA Piper (Canada) LLP

Don Waters
McMillan LLP

In a hands‑on fashion, the program co‑chairs will walk you through the key clauses of a loan agreement and offer practical advice on negotiating and drafting the agreement.

• Establishing the facility – revolving versus term; swingline; fixed versus floating; Canadian prime, US base rate, banker’s acceptances; Letters of Credit subfacilities
• Conditions precedent, reps and warranties, covenants – positive and negative
• Events of default and grace periods, including cross‑default
• Payout letters
• Agency and lending provisions – market disruption, increased costs
• Practice management tips
• Drafting techniques and interpretation of contract clauses
• Effective use of boilerplates in credit agreements, identifying and managing risks
• Constructing a closing checklist from the term sheet, commitment letter and loan agreement, and reviewing the closing agenda

(Note: there will be a 15‑minute break during this session)

Darcy Ammerman
McMillan LLP

• Key legal issues and concerns from both lenders’ and borrowers’ perspectives
• Importance of running searches
• Types of security and how they are perfected
  • “All Assets” Liens and pledges of securities
  • Control agreements for uncertificated securities and the Ontario Securities Transfer Act, 2006
  • Overview of real property security
• Other types of security‑related issues
  • PPSA Acknowledgements and implied subordination
  • Landlord agreements
  • Blocked Account Agreements
• Registration issues and pitfalls and enforcement issues

4:30 p.m.
DAY 1 CONCLUDES

Jason Arbuck
Cassels Brock & Blackwell LLP

Nick Bassi
Vice President, Underwriting and Portfolio Management, Frontwell Capital Partners

Robert Kizell
Managing Director and Head, Asset Based Lending, Corporate Client Group, RBC

• Pros and cons of ABL versus traditional financing and a survey of ABL structures
• Business issues relating to eligible collateral
• Documenting and taking security for ABL
• Industry and legal developments and their impacts on ABL transactions
• Cross‑border issues you need to be aware of

John Estey
President, Stonebridge Lease Financing Corporation

Jill Fraser
Aird & Berlis LLP

Get a business‑focused understanding of the equipment finance industry to help with advising clients on equipment financing and on entering into leases generally.

• Key business factors for equipment financiers – how do these find expression in the finance documentation?
• Drafting considerations for dovetailing the equipment finance into a firm’s overall debt strategy
• Understanding common credit requirements and negotiation strategies for borrowers
• Identifying new trends in the industry, current PPSA requirements
• Problems posed by aircraft, motor vehicles and trucking fleets
• Assets moving between jurisdictions – conflicts of law and where to perfect security interests

11:00 a.m.
Break

Chris Burr
Blake, Cassels & Graydon LLP

Pat Forgione
McMillan LLP

• Key differences between mezzanine, second lien and other forms of lending
• Developments in the Canadian market, and issues arising from financing cross‑border entities
• Understanding the contractual and statutory rights of the parties
• Enforceability of waivers, security issues and protecting priority
• Purpose and goal of the agreements and critical structuring issues and negotiation points
• Strategies to improve recovery prospects
• Enforcement actions and triggering events – payment blockage, sales of collateral

12:15 p.m.
Lunch Break

Catherine Doyle
Blake, Cassels & Graydon LLP

• Overview of the main products in the market, challenges and liability concerns
• Key metrics, risks and triggering events, and repercussions for ‘getting it wrong’
• Current and anticipated response from Canadian financial regulators and other stakeholders
• Practical considerations when drafting loan documents
• Where things are heading and what to watch out for

James Padwick
DLA Piper (Canada) LLP

Trevor Simpson
Partner, Private Debt, FirePower Capital

• Overview of lending to start‑ups and Fintechs
• How lending to Fintech and SaaS compares to traditional lending – all IP, nothing tangible to take security over
• Changes in light of Silicon Valley Bank events
• Canadian vs. US practices and trends
• How you take security, what banks are looking for
• Core issues and pitfalls to watch out for

2:30 p.m.
Break

Candace Pallone
McCarthy Tétrault LLP

• Uses of Derivatives for Borrowers
• Architecture of the ISDA Master Agreement, Schedules, Confirmations and the Credit Support Annex
• SDA’s relationship to the Credit Agreement
• Key provisions to be negotiated

Andie Lipetz
Stikeman Elliott LLP

Victoria Allsopp
Blake, Cassels & Graydon LLP

Get a practical overview of the essential function of opinions in commercial lending, including common types of opinions, frequently negotiated points and crucial topics including:

• Key issues in multi‑jurisdictional opinions
• Special issues involving PPSA opinions – investment property, perfection by control; cash collateral; special property (licenses, intellectual property, etc.); anti‑assignment clauses
• Opinion issues in virtual closings
• Negotiating qualifications and assumptions: how much is too much?
• Process of negotiating and drafting opinions, includes tips and best practices

4:30 p.m.
PROGRAM CONCLUDES

Program includes the online module What Corporate Commercial Lawyers Need to Know About Enforcing Security: A Litigators’ Perspective (90 mins, on‑demand, recorded in 2020), providing a practical overview of how to navigate the enforcement of security. We recommend viewing this Online Module after the program concludes.

Chris Burr
Blake, Cassels & Graydon LLP

Leanne Williams
Thornton Grout Finnigan LLP

• Practical overview of this complex area of law, and how to identify key issues and assess strategic responses and tactics
• Review of the key legal risks and concerns you need to be ready to manage
• Best practices when negotiating or drafting forbearance agreements
• Strategies for addressing indicators of pending insolvency, restructuring, or troublesome indebtedness