Corporate Growth

Venue: Hyatt Regency

Location: Calgary, Alberta, Canada

Event Date/Time: Nov 29, 2004 End Date/Time: Nov 30, 2004
Registration Date: Nov 30, 2004
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Description

PROGRAM CHAIR
Perry Spitznagel
Partner
Bennett Jones LLP


Brock Gibson
Partner
Blake, Cassels & Graydon LLP



WHO SHOULD ATTEND
Chief Executive Officers
Presidents
Chief Financial Officers, Treasurers and Controllers
Vice Presidents, Directors and Managers of:
- Finance
- Corporate Development
- Investor Relations
- Corporate Compliance
Chief Legal Officers
In-house Corporate Counsel
Securities Lawyers
Chartered Business Valuators
Current and Prospective Board Directors
Chief Governance Officers
Investment Advisers
Accountants
Industry Regulators
Senior Business Advisors


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Dear Colleague:


Growth continues to be the key factor for corporate success and the enhancement of shareholder value. Strategies and techniques for maximizing growth continue to evolve as industry participants strive to differentiate themselves to capture the best growth opportunities for success. All of this occurs against the back drop of ever-changing world standards and investor expectations.


The risks and costs of misguided growth strategies are high. The financial markets and media are quick to punish failures. Investors, regulators and boards of directors continue to evaluate corporate growth initiatives for quality, sustainability and compliance with ethical standards. Costs and benefits must be closely examined, with an increasing focus on high quality long-term growth.


At this Insight Information conference you will learn about high quality growth, expectations of investors, regulators, and market participants. Hear from leading industry advisors, directors and officers on the techniques and strategies for sound growth and how to avoid and manage growth-related problems and risks.


We believe this Corporate Growth Conference provides excellent value and look forward to seeing you in November at the conference!


Sincerely,

Perry Spitznagel
Partner
Bennett Jones LLP
Brock Gibson
Partner
Blake, Cassels & Graydon LLP

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CONFERENCE AGENDA
MONDAY
NOVEMBER 29, 2004

8:00 Registration and Continental Breakfast
8:30 Welcoming Remarks From Insight Information Co.
8:35 Co-Chairs’ Opening Remarks
Brock Gibson
Partner
Blake, Cassels & Graydon LLP


Perry Spitznagel
Partner
Bennett Jones LLP

8:45 Corporate Growth Opportunities
Robert Palter
Principal
McKinsey & Company (Toronto)
Why should companies pursue growth?
Most effective growth techniques
Lessons learned from successful growth companies

9:30 Alternatives for Financing Growth
Barry Munro
Senior Vice President
Ernst & Young Corporate Finance (Canada) Inc.
What financing strategies are being used successfully today?
What are the challenges and limitations to financing a growth story?
What are the return expectations of the various capital sources?
What are the right ratios?
What are the alternatives available to public versus private entities?

10:00 Coffee Break
10:15 Early Stages Financing: Private Equity, Venture Capital and Other Emerging Trends in Equity Financing
Vincent Chahley
Managing Director, Corporate Finance
Tristone Capital Inc.


Randy Thompson
President
Keiretsu Forum Calgary

Private vs public
Who are the early stage investors?
Management incentive structures
Financing structures
Recapitalization opportunities
What investors look for
Recent performance of early stage companies

11:10 The Income Trust Vehicle: Is it Sustainable?
Mike Jackson
Managing Director and Industry Head
Scotia Capital


Eric P. Tremblay
Senior Vice President, Capital Markets
Enerplus Resources Fund

An overview of the business model
"Growth" versus "return on investment"
The position of Trusts relative to exploration companies
The ability to grow through acquisitions and development
The ability to access capital to finance growth
Economic track record: recycle ratios, tax, unitholder returns

12:00 Networking Luncheon
1:00 Luncheon Address
The Honourable Ralph Goodale (invited)
Minister of Finance
1:30 The Institutional Perspective: What Type of Growth Do They Want?
Paul G. Haggis
President & Chief Executive Officer
OMERS (Toronto)
What kind of growth is attractive?
What is smart growth?
Is all growth valuable?
Global investments
The value of good corporate governance

2:15 Public Private Partnerships: The New Wave
Steve Hollett
Chief Project Advisor
Partnerships BC (Victoria/Vancouver)


Rob Power
Chief Executive
Power LLP (Toronto)

Defining "P3" in Canada
Using P3s to grow - What are the opportunities?
Understanding your public sector partner
Conditions for success
Optimizing risk allocation
Understanding the procurement process

3:00 Refreshment Break
3:15 Initial Public Offering Considerations
Brian K. Petersen
Managing Director
RBC Capital Markets
Making the decision to go public is a key step in a company's strategy for future growth. In this case study, Brian will review the issues that the featured company examined in preparation for their initial public offering, including company readiness, how and why they structured the deal, and how the completion of an IPO fits into their long-term business plan for growth.
4:00 Debt-like Instruments to Fuel Growth: Emerging Trends for Using Old Tools in New Ways
Glenn D. Gibson
Head of Corporate Credit -
Investment Banking Canada
TD Securities Inc. (Toronto)
In this session, Glenn will discuss the evolving rules of "old" debt-like tools and share how these familiar vehicles are being used in new ways. Debt instruments to be discussed will include: Project Finance, Mezzanine Debt, Convertible Securities, Preferred Shares, Medium-Term Note Programs and alternative sources of capital for mid-sized corporations.
5:00 Conference Adjourns for the Day

TUESDAY
NOVEMBER 30, 2004
8:25 Co-Chairs’ Opening Remarks
8:30 Private vs. Public – What’s Right for Your Company?
Dan R. Huras
Chief Financial Officer
Mancal Corporation


Terry J. Owen
President
Trimac Transportation System

Decision to go from public to private
Pros/cons of being private
Financial partners for private companies
Impact on how you run your business and growth objectives
Long-term vs. short term growth perspectives
Impact on competitive position in marketplace
Impact on management and incentives

9:30 Structuring Asset Securitization and Asset-Based Lending Agreements for Growth
Michael R. Carman
Partner
Stikeman Elliott LLP (Toronto)


Wayne R. Ehgoetz
President
Congress Financial Corp. (Toronto)
Asset Securitization

Using securitization as an acquisition tool for financing growth
Structural methods of securitizing assets
Key elements of managing the securitization process
Latest structural developments in securitization
Securitizing non-contractual and future flow cash flows
Asset-Based Lending Deals
Pros and cons of ABL deals
New and innovative structures in the Canadian market
Failed relationships and the problems that arise in factoring/asset based lending
Inter-creditor issues that arise structuring junior debt
Layering an ABL deal into a complete recapitalization
Creative strategies and structures for refinancing
Risk analysis
Pitfalls to avoid

10:25 Coffee Break
10:40 Enhancing Growth Through Vigilant Governance
Al Bellstedt, Q.C.
Executive Vice President, Law and
General Counsel
TransCanada PipeLines Limited


Paul Guthrie
Vice-President, Law
Canadian Pacific Railway


Renee M. Ratke
Partner
Bennett Jones LLP

Management oversight
CEO’s corporate goals and objectives
Annual CEO review
Succession planning
Code of business conduct and ethics
Strategic planning and sustainable growth strategies for increased shareholder value
Internal communications

11:30 Building and Managing Growth
Paul K. O'Donoghue
Vice President, Corporate and Strategic Development and Corporate Secretary
Trident Exploration Corp.
Building the platform and team
Developing innovative industry relationships
Integration of capital sources

12:15 Networking Luncheon
1:15 Aligning Compensation Systems for Prudent Growth
Fiona Macdonald
Managing Principal
Towers Perrin (Vancouver)


Chad C. Schneider
Partner
Blake, Cassels & Graydon LLP

Alignment of executive and shareholder interests to consider:
- differing time horizons
- how diversification affects risk tolerance
Executive pay: how to sort out the well-informed from the well-intentioned increased investor scrutiny and criticism
Public disclosure of pay - improving but far from perfect:
- how can we improve it
- what are the dangers from "better" disclosure?
Changing disclosure requirements:
- how to clarify new "must do’s"
- emerging market best practices
How dangerous are incentive plans – can you really motivate "prudent growth"?
Golden parachutes – best strategies for compensation on exit

2:00 Growth Through Merger, Acquisition or Joint Venture
Art Korpach
Managing Director
Head of Calgary Investment Banking
CIBC World Markets


John D. MacNeil
Partner
Bennett Jones LLP

Acquisitions versus organic growth
- historical review
- criteria and objectives
Positioning your entity for growth
Merger of Equals
Pros/cons of joint ventures
M&A trends in the oil patch

2:50 Refreshment Break
3:00 Cross-Border Financing: Accessing U.S. Capital Markets
Daniel L. Baxter
Partner
Macleod Dixon LLP


Steven Latimer
Head of Oil and Gas, Canada
UBS Securities Canada Inc. (Toronto)


Edwin S. Maynard
Partner
Paul, Weiss, Rifkind, Wharton & Garrison (New York)

What are investor requirements today?
Who can access the US markets?
Strategies and timing for accessing the US markets
Specific cross-border considerations
- special considerations for income funds
- MJDS status/eligibility
- consequences of becoming a US reporting document
Critical issues when looking for additional capital
Accessing the market for:
- equity
- equity-linked alternatives including convertibles
- private equity
- investment grade and high-yield debt
- private debt
- highly leveraged transactions
- bridge loans

3:50 Growth Opportunities with First Nations
Dale McMullen
President and Chief Executive Officer
WestHawk Energy Ltd.
Importance of access to Canada’s largest privately held land base to ensure continued growth and expansion of mega projects such as utilities and pipelines
Arrival of substantial capital and application of professional management to provide for First Nations equity participation in large scale capital projects
Utilization of levered equity, advanced legal structures and tax planning to enhance profits and cash flows for First Nations and their Non-Aboriginal partners
How multi-billion dollar Land Claim Settlements, continued development of urban reserves and Canada’s fastest growing demographic segment will impact future corporate opportunities
The emergence of new models for corporate growth and development and why replicating the success of the wealthiest American First Nations is lucrative

4:30 Conference Ends

Venue

700 Centre Street SE, Calgary, AB
Calgary
Alberta
Canada
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