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"The best PF/PPP course I've
                                                             ever taken."
                                                  - Infrastructure Ontario Director




Vair Training LLC

In association with
presents:
         Public-Private Partnership
         Financial Modeling and Legal Analysis
         September 23 - 24, 2010 OTTAWA

           NEW! Incorporating new debt profiles to meet existing market conditions
           ●   Build an extensive concessionaire bid model
           ●   Learn advanced modeling techniques for robustness
           ●   Review for specific legal, contract and structure due diligence
           ●   Use financial models to guide negotiations and decision-making
           ●   Learn to “negotiate off the model” and dovetail the model and contract
           ●   Engage in real-time commercial discussions with active
               project developer/financial advisor and PPP legal experts


Taught by:
Charles T. "Chip" Haskell, Jr. Managing Director, The Vair Companies Inc
Paul D. Blundy Partner, Bennett Jones, LLP

   Register Today: +1 866 410 VAIR (8247) or info@vaircompanies.com
Vair Training: OTTAWA
PPP Financial Modeling and Legal Analysis
COURSE OBJECTIVES
NEW! Analyzing and modeling project documents including RFP, Project Agreements, Guaranteed Price
Contracts, Lenders' Direct Agreements, Value-for-Money Reports, etc.

People do not sign models - They sign the contracts that those models represent. Public-Private Partnership
Financial Modeling and Legal Analysis is a Vair Training Master Class and focuses uniquely on PPP projects in
Canada and their related modeling issues. After reviewing some basic elements that separate PPP from
traditional infrastructure and project financing, the participants are given a full suite of project documents and
macroeconomic information that are indicative to infrastructure projects. This is followed by a step-by-step
procedure of building a complex model for a concessionaire bid. This phase of the course demonstrates how to
dovetail contracts and shows that nothing in PPP is mutually exclusive.

Once completed, the delegates review the model from a due-diligence analysis, usually taken from a government,
lender or third-party equity perspective. The final phase of this module uses sophisticated model techniques to
help the practitioner “price the deal” and “negotiate off the financial model”. Special consideration is given to
more advanced PPP issues like liquidated-damages analysis, drop-down and direct agreements, and appropriate
security packages. The course’s overriding theme is to use the model as a highly-developed financial analysis
tool that reviews the appropriate risk-versus-reward profiles of project finance. This is an advanced course and is
geared to the intermediate-to-advanced delegate.



COURSE OUTLINE
Part 1 - Project Finance for PPP                               Part 13 - Financing
Part 2 - The Role of the Model and Common Rules                Part 14 - The Income Statement
Part 3 - The Risk Matrix                                       Part 15 - The Balance Sheet
Part 4 - Introduction of a Project for Modeling                Part 16 - The Statement of Cash Flows
Part 5 - Legal Due Diligence, Documentation, Permitting        Part 17 - Equity Returns
        & Structuring                                          Part 18 - Loan Values
Part 6 - The Assumption Page                                   Part 19 - “Pricing the Deal” and Analysis
Part 7 - Revenue: Availability vs. Service & Unitary Payment   Part 20 - Documenting Changes to the model
Part 8 - Operations                                            Part 21 - Analysis of Liquidated Damages (“LD”),
Part 9 - Construction                                                    Asset Renewal & Lifecycle Reserves
Part 10 - Insurance                                            Part 22 - Monte Carlo Simulation
Part 11 - Taxes
Part 12 - Depreciation

For a detailed course syllabus, click here


PREVIOUS PARTICIPANTS INCLUDE DELEGATES OF:
● ABN Amro                              ● Export Development Canada                    ● Royal Bank of Canada
● Bank of Montreal                      ● HSBC Financial                               ● Scotia Bank
● BNP Canada                            ● Hydro Quebec                                 ● Societe Generale


● Caisse de Depot et Placement          ● Infrastructure Ontario                       ● SNC Lavalin Capital


● Carillion Canada                      ● Manitoba Hydro                               ● TD Securities


● CIBC World Markets                    ● Northwest Territories Energy Corp.           ● TransCanada


● Dexia                                 ● Ontario Teachers' Pension Plan               ● Waterfront Toronto
Vair Training: OTTAWA
PPP Financial Modeling and Legal Analysis

              ABOUT THE INSTRUCTORS

              Charles T. Haskell, Jr.
              Charles “Chip” Haskell, Jr. is a Managing Director with The Vair
              Companies and author of Advanced Modelling for Project Finance for
              Negotiations and Analysis. He has taught financial modeling to delegates
              from hundreds of organizations worldwide.

              Before founding The Vair Companies, Chip was a Director with Mirant,
              based in Amsterdam. Prior to joining Mirant, Chip was a Manager with
              Wärtsilä Development and Finance.

              Chip has a BA in Economics and French from Hanover College, an MA in
              French from Middlebury College and a Masters in International Finance
              and Accounting from Thunderbird School of Global Management.



              Paul D. Blundy
              Paul D. Blundy specializes in construction law and related project
              management, technical consulting and advisory agreements, EPC,
              design-build and alternative financing and procurement. Infrastructure
              development, private, public and hybrid models, and related procurement
              issues form a significant component of his practice.

              Paul provides strategic advice on project structures, bringing together his
              experience in project financing and project management. Acting for
              clients in the public and private sectors and in the power, mining, forestry
              and manufacturing industries, he assists in acquisitions, project
              financing and a variety of development- and construction-related
              agreements.

              In addition, Paul has acted for a number of foreign and domestic
              financial institutions and public and private corporations on financings
              and restructurings in a variety of industries.
Vair Training: OTTAWA
PPP Financial Modeling and Legal Analysis

              About The Vair Companies, Inc.
              The Vair Companies offers financial advisory, training and seminar
              services to organizations and individuals working in the international
              infrastructure and project development industry. We are active advisors
              to sponsors, lenders, participants and governments in the infrastructure
              sector, having advised on the closing of over USD 3 billion in assets
              globally.

              During training, we use the same real-world methods and industry
              techniques we employ on behalf of our advisory clients. Our courses are
              taught by active financial advisors and project developers who impart the
              same techniques used to drive real projects, valuations and deals. Vair is
              not a PowerPoint-based training firm. Instead, we apply a “hands-on”,
              “learn-by-doing” approach to our teaching.

              For more information, visit www.vaircompanies.com



              About Bennett Jones, LLP
              Bennett Jones, LLP is an internationally recognized Canadian law firm
              founded and focused on principles of professional excellence, integrity,
              respect and independent thought. Our firm's leadership position is
              reflected in the law we practise, the groundbreaking work we do, the
              client relationships we have and the quality of our people.

              With many of the brightest and business minds in Canada working across
              every sector of business, industry and government, we help clients build
              momentum.

              Our ranks are filled with leaders in the fields of mergers and acquisitions,
              energy, corporate finance and banking, bankruptcy and restructuring,
              commercial litigation, climate change, technology and intellectual
              property, tax, competition and trade law, and public policy.

              For more information, visit www.bennettjones.com
Vair Training: OTTAWA
Registration Form
Fax completed registration form to +1 678 802 3222 or register online at www.vaircompanies.com
For more information, please call +1 866 410 VAIR (8247) or email info@vaircompanies.com

Registration Form
Prefix:                            First Name:                            Last Name:
Title:                             Department:                            Company/Organization:
Street Address:
Mailing Address:
City:                              State/Prov.:                           ZIP/Postal:                Country:
Email:                             Phone:                                 Fax:

How did you hear about us?:

Please register the following number of delegates for:
 Financial Modeling & Analysis                      Sept. 21-22, 2010 Ottawa           ____ delegate(s) at US$2,500/ea
 PPP Financial Modeling & Legal Analysis            Sept. 23-24, 2010 Ottawa           ____ delegate(s) at US$3,900/ea
 Combined Class (US$500 savings)                    Sept. 21-24, 2010 Ottawa           ____ delegate(s) at US$5,900/ea

Early-Bird Special: 10% discount for registrations received at least 8 weeks prior to course start-date
Group Rates: 20% discount for the third and subsequent delegates from the same organization
Student Rates: 50% off standard rates (additional Early-Bird Special and Group Rates do not apply)

Choose one form of payment:
 Check: Invoice me (applicable discounts will be applied)
 Credit Card: Charge my card (applicable discounts will be applied)
           Visa
           Mastercard
           Diners Club

          Card Holder Name: _________________________ Account #: _________________________
          Expiration Date:   _________________________ Signature: _________________________

Registration Information:

Fee: Registration fees include morning coffee/tea, networking lunches and afternoon refreshments. Delegate lodging not
included.
Billing and Confirmation: Invoices and/or Payment Confirmations are forwarded within three (3) business days of receipt of
registrations.
Venue: Vair Training courses are held at world-class international venues. Locations, times and meeting places are confirmed
two (2) weeks prior to course commencement.
Materials: Course materials are provided electronically on Day 1 of on-site registration. Delegates are required to bring a
laptop computer equipped with Microsoft Excel software.
Hours: Courses run 9:00 AM–5:00 PM daily
Cancellation Policy: All cancellations must be received in writing. A full refund less a 15% administrative fee will be given for
cancellations up to 21 days before the event start-date. Cancellations received less than 21 days before the event will not be
eligible for a refund. A comparable future course may be attended in lieu of a refund depending upon availability and
location. Delegate replacements are also welcome.
Schedule Changes: Vair Training may find it necessary to reschedule or cancel sessions and will give registrants appropriate
advance notice of such changes. On such occasions, full refunds will be given. Vair Training will not be responsible for
penalties incurred as a result of discounted airfare purchases. For more information regarding Vair Training administrative
policies, please contact our offices at +1 770 853 0362.

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Public-Private Partnership Modeling and Legal Analysis - The Vair Companies

  • 1. "The best PF/PPP course I've ever taken." - Infrastructure Ontario Director Vair Training LLC In association with presents: Public-Private Partnership Financial Modeling and Legal Analysis September 23 - 24, 2010 OTTAWA NEW! Incorporating new debt profiles to meet existing market conditions ● Build an extensive concessionaire bid model ● Learn advanced modeling techniques for robustness ● Review for specific legal, contract and structure due diligence ● Use financial models to guide negotiations and decision-making ● Learn to “negotiate off the model” and dovetail the model and contract ● Engage in real-time commercial discussions with active project developer/financial advisor and PPP legal experts Taught by: Charles T. "Chip" Haskell, Jr. Managing Director, The Vair Companies Inc Paul D. Blundy Partner, Bennett Jones, LLP Register Today: +1 866 410 VAIR (8247) or info@vaircompanies.com
  • 2. Vair Training: OTTAWA PPP Financial Modeling and Legal Analysis COURSE OBJECTIVES NEW! Analyzing and modeling project documents including RFP, Project Agreements, Guaranteed Price Contracts, Lenders' Direct Agreements, Value-for-Money Reports, etc. People do not sign models - They sign the contracts that those models represent. Public-Private Partnership Financial Modeling and Legal Analysis is a Vair Training Master Class and focuses uniquely on PPP projects in Canada and their related modeling issues. After reviewing some basic elements that separate PPP from traditional infrastructure and project financing, the participants are given a full suite of project documents and macroeconomic information that are indicative to infrastructure projects. This is followed by a step-by-step procedure of building a complex model for a concessionaire bid. This phase of the course demonstrates how to dovetail contracts and shows that nothing in PPP is mutually exclusive. Once completed, the delegates review the model from a due-diligence analysis, usually taken from a government, lender or third-party equity perspective. The final phase of this module uses sophisticated model techniques to help the practitioner “price the deal” and “negotiate off the financial model”. Special consideration is given to more advanced PPP issues like liquidated-damages analysis, drop-down and direct agreements, and appropriate security packages. The course’s overriding theme is to use the model as a highly-developed financial analysis tool that reviews the appropriate risk-versus-reward profiles of project finance. This is an advanced course and is geared to the intermediate-to-advanced delegate. COURSE OUTLINE Part 1 - Project Finance for PPP Part 13 - Financing Part 2 - The Role of the Model and Common Rules Part 14 - The Income Statement Part 3 - The Risk Matrix Part 15 - The Balance Sheet Part 4 - Introduction of a Project for Modeling Part 16 - The Statement of Cash Flows Part 5 - Legal Due Diligence, Documentation, Permitting Part 17 - Equity Returns & Structuring Part 18 - Loan Values Part 6 - The Assumption Page Part 19 - “Pricing the Deal” and Analysis Part 7 - Revenue: Availability vs. Service & Unitary Payment Part 20 - Documenting Changes to the model Part 8 - Operations Part 21 - Analysis of Liquidated Damages (“LD”), Part 9 - Construction Asset Renewal & Lifecycle Reserves Part 10 - Insurance Part 22 - Monte Carlo Simulation Part 11 - Taxes Part 12 - Depreciation For a detailed course syllabus, click here PREVIOUS PARTICIPANTS INCLUDE DELEGATES OF: ● ABN Amro ● Export Development Canada ● Royal Bank of Canada ● Bank of Montreal ● HSBC Financial ● Scotia Bank ● BNP Canada ● Hydro Quebec ● Societe Generale ● Caisse de Depot et Placement ● Infrastructure Ontario ● SNC Lavalin Capital ● Carillion Canada ● Manitoba Hydro ● TD Securities ● CIBC World Markets ● Northwest Territories Energy Corp. ● TransCanada ● Dexia ● Ontario Teachers' Pension Plan ● Waterfront Toronto
  • 3. Vair Training: OTTAWA PPP Financial Modeling and Legal Analysis ABOUT THE INSTRUCTORS Charles T. Haskell, Jr. Charles “Chip” Haskell, Jr. is a Managing Director with The Vair Companies and author of Advanced Modelling for Project Finance for Negotiations and Analysis. He has taught financial modeling to delegates from hundreds of organizations worldwide. Before founding The Vair Companies, Chip was a Director with Mirant, based in Amsterdam. Prior to joining Mirant, Chip was a Manager with Wärtsilä Development and Finance. Chip has a BA in Economics and French from Hanover College, an MA in French from Middlebury College and a Masters in International Finance and Accounting from Thunderbird School of Global Management. Paul D. Blundy Paul D. Blundy specializes in construction law and related project management, technical consulting and advisory agreements, EPC, design-build and alternative financing and procurement. Infrastructure development, private, public and hybrid models, and related procurement issues form a significant component of his practice. Paul provides strategic advice on project structures, bringing together his experience in project financing and project management. Acting for clients in the public and private sectors and in the power, mining, forestry and manufacturing industries, he assists in acquisitions, project financing and a variety of development- and construction-related agreements. In addition, Paul has acted for a number of foreign and domestic financial institutions and public and private corporations on financings and restructurings in a variety of industries.
  • 4. Vair Training: OTTAWA PPP Financial Modeling and Legal Analysis About The Vair Companies, Inc. The Vair Companies offers financial advisory, training and seminar services to organizations and individuals working in the international infrastructure and project development industry. We are active advisors to sponsors, lenders, participants and governments in the infrastructure sector, having advised on the closing of over USD 3 billion in assets globally. During training, we use the same real-world methods and industry techniques we employ on behalf of our advisory clients. Our courses are taught by active financial advisors and project developers who impart the same techniques used to drive real projects, valuations and deals. Vair is not a PowerPoint-based training firm. Instead, we apply a “hands-on”, “learn-by-doing” approach to our teaching. For more information, visit www.vaircompanies.com About Bennett Jones, LLP Bennett Jones, LLP is an internationally recognized Canadian law firm founded and focused on principles of professional excellence, integrity, respect and independent thought. Our firm's leadership position is reflected in the law we practise, the groundbreaking work we do, the client relationships we have and the quality of our people. With many of the brightest and business minds in Canada working across every sector of business, industry and government, we help clients build momentum. Our ranks are filled with leaders in the fields of mergers and acquisitions, energy, corporate finance and banking, bankruptcy and restructuring, commercial litigation, climate change, technology and intellectual property, tax, competition and trade law, and public policy. For more information, visit www.bennettjones.com
  • 5. Vair Training: OTTAWA Registration Form Fax completed registration form to +1 678 802 3222 or register online at www.vaircompanies.com For more information, please call +1 866 410 VAIR (8247) or email info@vaircompanies.com Registration Form Prefix: First Name: Last Name: Title: Department: Company/Organization: Street Address: Mailing Address: City: State/Prov.: ZIP/Postal: Country: Email: Phone: Fax: How did you hear about us?: Please register the following number of delegates for:  Financial Modeling & Analysis Sept. 21-22, 2010 Ottawa ____ delegate(s) at US$2,500/ea  PPP Financial Modeling & Legal Analysis Sept. 23-24, 2010 Ottawa ____ delegate(s) at US$3,900/ea  Combined Class (US$500 savings) Sept. 21-24, 2010 Ottawa ____ delegate(s) at US$5,900/ea Early-Bird Special: 10% discount for registrations received at least 8 weeks prior to course start-date Group Rates: 20% discount for the third and subsequent delegates from the same organization Student Rates: 50% off standard rates (additional Early-Bird Special and Group Rates do not apply) Choose one form of payment:  Check: Invoice me (applicable discounts will be applied)  Credit Card: Charge my card (applicable discounts will be applied)  Visa  Mastercard  Diners Club Card Holder Name: _________________________ Account #: _________________________ Expiration Date: _________________________ Signature: _________________________ Registration Information: Fee: Registration fees include morning coffee/tea, networking lunches and afternoon refreshments. Delegate lodging not included. Billing and Confirmation: Invoices and/or Payment Confirmations are forwarded within three (3) business days of receipt of registrations. Venue: Vair Training courses are held at world-class international venues. Locations, times and meeting places are confirmed two (2) weeks prior to course commencement. Materials: Course materials are provided electronically on Day 1 of on-site registration. Delegates are required to bring a laptop computer equipped with Microsoft Excel software. Hours: Courses run 9:00 AM–5:00 PM daily Cancellation Policy: All cancellations must be received in writing. A full refund less a 15% administrative fee will be given for cancellations up to 21 days before the event start-date. Cancellations received less than 21 days before the event will not be eligible for a refund. A comparable future course may be attended in lieu of a refund depending upon availability and location. Delegate replacements are also welcome. Schedule Changes: Vair Training may find it necessary to reschedule or cancel sessions and will give registrants appropriate advance notice of such changes. On such occasions, full refunds will be given. Vair Training will not be responsible for penalties incurred as a result of discounted airfare purchases. For more information regarding Vair Training administrative policies, please contact our offices at +1 770 853 0362.