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SUSTAINABLE PROPERTY AND ASSET-BASED TRANSACTIONS: CLOSING DEALS AND CAPTURING MARKET OPPORTUNITIES


OUTLINE OF SPEAKERS SEE BROCHURE ABOVE FOR TIMES AND OTHER DETAILS

Our RTM Communications, Inc., April 2017 conference is being crafted to be a very transaction/risk-based program addressing the “New Normal” in business and real estate transactions involving contaminated properties for M&A, private equity type transactions, loan participations, and brownfield redevelopments.

The 2016 M&A market has seen 80% the activity of 2015. More private equity is participating in complex infill sites that involve a new list of emerging contaminates. The quality of risk management needed for those transactions calls for innovative environmental risk mitigation strategies that include creative financing, bullet proof indemnities, and manuscripted risk transfer alternatives.

Some of the topics we plan to cover include acquisition and divestment strategies and tactics involving surplus/distressed corporate assets, and environmental risk management solutions for financial and real estate transactions, including brownfield sites.

We will have special sessions on:

  • emerging contaminants and new regulatory challenges facing property owners,
  • determining remediation and liability end points,
  • accelerated transfer of redevelopment and legacy sites into beneficial reuse,
  • creative liability management approaches,
  • facilitating the role of environmental forensics in environmental insurance underwriting and claims management,
  • using environmental liability transfers to close complex business transactions,
  • addressing the impact the climate change and building resilience at heavy industrial facilities for extreme weather events,
  • assessing the state of the environmental and M&A insurance marketplace,
  • the state of the industrial and commercial real estate industry,
  • deal flow trends and new tools for capturing capital markets
  • due diligence performance in financial and property transactions,
  • climate change and extreme weather conditions--effect on industrialized properties, infrastructure and adaptation,
  • attribution science and emergence of aggressive climate change litigation,
  • communicating and settling environmental insurance claims,
  • plus many more topics and sessions to be announced.

Conference Producer and Creator, RTM Communications, Inc., presents a conference on Sustainable Property and Asset-Based Transactions: Closing Deals and Capturing Market Opportunities

Conference Overview, Opening Remarks, Objectives

Dean Jeffery Telego, President, RTM Communications, Inc., and Risk Management Technologies, Inc.

Shell Global – Divestment of Surplus Real Estate Challenges and Transferring of Environmental Risk During Complex Business Transaction(s)

·Shell downstream real estate challenge with redundant sites and challenging contaminated facilities

· Divestiture program of noncore surplus environmentally contaminated sites

·Risk transfer of environmental liabilities to ELT, Inc.

·ELT assumed environmental liabilities, purchased real estate, indemnified Shell

·Reallocation of capital and man power to core operations

Jonathan Elton, General Manager Portfolio Projects, Shell International Petroleum Co. Ltd.

Randall Jostes, CEO, Environmental Liability Transfer, Inc.

Deal Maker’s Dream-Acquisition of the Destrehan Plantation Plus-Private Equity Role in the Acquisition and Creative Financing of a Former Corporate Oil Refinery

·Acquisition of a historic plantation with 1300 acres formerly a BP/Amoco refinery

·Deal structuring features creative public private financing partnership

·The role of environmental insurance/PLL to consummate the transaction

·Negotiating with the seller, LDEQ, Parish, Army Corp of Engineers, FEMA, prospective tenants and environmental insurance company for a win/win solution

·The art of building value on site assets and coalitions between the buyer and seller

Gary Silversmith,President, P&L Investments IX LLC

Jim Schaeffer, Property Support Project Manager, Remediation Management, BP America, Inc.

Catherine Wilson,Head of Environmental, Zurich American Insurance Company

Environmental Risk Transfer Alternatives that Leverage Large-Scale Equity and Debt for Corporate Transactions

·Environmental insurance as the leverage to large-scale corporate transaction

·Case study involves purchase of privately held defense firm, producer of rocket fuel

·Long-term and unquantified residual liability associated with its former facility

·Key elements to structuring the deal, use of “remediation trust/SPE”, employment of institutional equity and debt financing

Curtis B. Toll, Operating Shareholder Greenberg Traurig, LLP

Redefining Risk Management Standards for Corporate Acquisitions- New Trends and Developments

·Market drivers, deal activity, trends and new developments in the M&A market

·Resolving environmental risks in divestiture of non-core assets

·Determining the most appropriate due diligence scope/standards

·Employing quantitative risk assessment modeling

·Case study: integrating due diligence, cost modeling and CPM scheduling

·Exist strategies for mitigating come backs, carve outs, no hunt rules

 

Wm. Chip D’Angelo, Founder and CEO, WCD Group, LLC


Luncheon Presentation-Deal Flow Drivers, Trends in Private Equity Financing Brownfield Redevelopments

George Vallone, President, The Hoboken Brownstone Co.


Use of Innovative Remediation Technologies for Successful Site Cleanups and Redevelopments

·Coupling of technologies with cost and time to remediate and redevelop complex sites

·Balancing business issues, and capping uncertainty and risk with management tools

·Successful case study – remediating and redeveloping a chlorinated DNAPL brownfield site to beneficial reuse

David Robinson,LSRP and Vice-President, Synergy Environmental Inc.


Remediation Risk Management-Site Management and Tailoring Remedies to Support Specific Reuse

·Approaches to site management that are protective with cost effective remedies

·Tailoring remedies to support specific beneficial reuse of a site – case studies

·Building stakeholder support for alternatives to basic remedies

·Practical and successful use of risk management at major remediation sites

John Morris, Global Remediation Director, Honeywell

Environmental Risk Management Challenges and Solutions Using Creative Financing Alternatives in Acquisition and Construction Financing

·Using brownfield tax credits as collateral and hard covenants without opportunity to cure

·Equity structures with EB-5 investors, pension funds and others

·Lender’s perspective on debt financing for land loans, remediation and construction loans with environmental risks

·Deal Structures and underwriting criteria to getting the transaction bound

·Debt financing – liability management terms for remediation and construction

Lawrence Schnapf, Principal, Schnapf LLC and EIBT

Cathy D. McGowan, Senior Vice President, Wells Fargo & Co.


Infrastructure as a Catalyst to Redevelopment

 * Redevelopment of Philadelphia's The Rail Yard

 Catherine M. Ward,Co-Chair Environmental, Stradley Ronon Stevens and Young

Jonathan M. Broder, Vice President, Corporate Development and Chief Legal Officer, Consolidated Rail Corporation

George Vallone, President, The Hoboken Brownstone Company


Connecticut's Innovative Brownfield Programs

* Learn how developers are provided liability relief and owners are incentivized to sell: tools for municipalities to prepare sites

David Hurley, Vice President and LEP, Fuss and O'Neill, LLC


State of the Industrial and Commercial Real Estate Industry, Capital Markets and Due Diligence Trends

·Current business environment and economic market metrics

·Deal flow, driving forces effecting real estate fundamentals and emerging markets

·Developments and trends in industrial/commercial surplus property, construction sector growth

·Redevelopment trends in contaminated property transactions

Jared Sullivan, Vice President, Research and Strategy, LaSalle Investment Management


DAY TWO, APRIL 12, 2017

Challenges, Opportunities, and Strategies for Brownfield Redevelopments Blending Public Private Approaches

·New developments to Brownfield Revitalization and Opportunities for Sustainable Cleanup and Reuse

·Financial Assurance requirements effecting mining and other industry sectors

·Advances to integrate manufacturing and sustainable development, partnerships for Sustainable Materials Management, financing tools, TIFs, New Market Credits, RLFs

·Status report on The RACER Trust, the cleanup and redevelopment of industrial properties

Patricia Overmeyer, Land Revitalization Coordinator, US EPA Office of Brownfields and Land Revitalization

Charlie Bartsch, Former Senior Program Advisor for Economic Development for US EPA, Assistant Administrator Mathy Stanislaus

Bruce Rasher, Redevelopment Manager, The RACER Trust, and Chairman of the Board, President and CEO of the National Brownfield Association


Determining Remediation and Liability Endpoints and Successfully Negotiating the Terms

·Determining when a property owner can safely sell or use a remediated site without concern

·The role of the ever-shifting risk tolerances in knowing that a site is “Clean”

·Risk-based cleanups: after completing work under a Consent Decree, when can EPA ask for more? What about the new challenges presented by emerging contaminants at closed sites?

·Negotiating and settling Natural Resource Damages (NRD) assessment and claims at previously-remediated sites

·Update on recent NRD litigation from around the country – trials and tribulations

Margaret Lattin Bazany, Lead Counsel, The Dow Chemical Company

Laurence S. Kirsch, Partner, Goodwin Procter, LLP

Deal Makers Guide with Tools to Managing Environmental Risk for Complex M&A Transactions

·Deal making tools in play for transactions involving environmental risk

·Measuring and managing the uncertainties – regulatory, legal, financial (cost allocation)

·The Anatomy of the Deal, Deal Structure, mixing and matching risk management alternatives

·M&A case study, managing the private equity, and risk management alternatives

Abbi Cohen, Partner, Dechert LLP

James Vetter, Managing Director, Global Environmental Practice, Marsh Inc.

Jeff Anderson, Senior Vice President, M&A Practice Lead, Allied World Assurance Company

Josh Aronson, Principal, Audax Capital


LUNCHEON Acquisition and Development of Corporate Stranded Industrial Assets

Susan Harvey, Senior Vice President, Leasing/Acquisitions, Ashley Capital, Invited


Emerging Contaminants, Regulatory and Health Risk Uncertainty, Managing the Risks to Business and the Environment

·Defining emerging contaminants such as 1,4 – Dioxane, per- and poly-fluorinated substances (PFAS),Nanomaterials, PPCPS

·Tackling the inconsistent regulatory framework of emerging contaminants, public health concerns and weight of evidence issues

·Bringing certainty to site closures and managing the potential for site re-openers

·Focusing on business risk affecting industry sectors, due diligence to EC-related risks

·Contaminant persistence and their treatment/remediation alternatives and challenges – 1,4 – Dioxane case study

Nick DeRose, Managing Principal, Langan Engineering & Environmental Services, Inc. (Moderator)

Janet K. Anderson,Ph.D., DABT, Integral Consulting Inc.

Curtis C. Stanley,PG, CPGS, Principal Hydrogeologist, GSI Environmental, Inc. Formerly Global Discipline Leader for Soil and Groundwater, Shell Global Solutions.

Grant Trigger,Esq., Cleanup Manager, The RACER Trust

Caryn Barnes, LSRP and Principal, Langan Engineering & Environmental Services, Inc.


Vapor Intrusion-New Developments Affecting Assessment, Mitigation Methods, and Case Studies

·Indoor Air Quality Standards

·Real-Time Monitoring Instruments

·Recent Guidance – EPA and Key States

·Due Diligence ASTM E2600-15 Vapor Encroachment vs. EPA or State Guidance

·VI Evaluations for Petroleum Hydrocarbon VOCs - the New Paradigm Shift

Brian A. Blum, LSRP, CPG, Senior Associate/Vice President, Langan Engineering & Environmental Services, Inc.


State Brownfield and Site Cleanups and Licensed Site Professional Programs 

  • ·Emerging contaminants, reopeners effecting closed sites and redevelopments 

·Challenges with open enforcement cases and state liability relief and site cleanup reforms

·State Certified clean sites for sustainable development projects

·Comparing and contrasting licenses Site professional programs for Massachusetts LSP, Connecticut LEP and New Jersey LSRP programs

·Approaches to vapor intrusion, enforcing monitoring institutional controls, reporting releases, regulator auditing, site entry triggers into the programs, liability transfers, etc.

·What are the issues and questions the financial services industry has about the licensed site professional programs?

Jorge H. Berkowitz, LSRP, Senior Associate, Langan Engineering & Environmental Services, Inc.

David Robinson, LSRP, Vice President, Synergy Environmental, Inc.

David Hurley, Vice President and LEP, Fuss and O’Neill, LLC

Chris Horan, LSP and Senior Project Manager, Synergy Environmental, Inc.

Dean Jeffery Telego, President RTM Communications, Inc. Co Moderator and

Brink Young,Vice President, Business Development, Synergy Environmental, Inc, Co Moderators

Lost in Translation—The Communications and Settlement of Environmental Insurance Claims

·The underwriting process and the evolution of the policy coverage

·Importance of notice, pros of early notice, key information to provide to insurers

·The coverage/adjustment process, early dialogue with insurer’s claims representatives

·Establishing good communications, covering common issues/exclusions, triggers, choice of counsel, costs incurred without consent or prior notification and ‘reasonable and necessary’ costs

·Role of forensic engineering and cost allocation, claims and litigation support

·What to do when things go south, key claims trends – i.e. disposal site matters, dealing with voluntary cleanups programs and licensed site professionals

Anthony M. Wagar, Executive Vice President-Environmental Practice, Willis Towers Watson, Moderator

Larry Griffin,J.D., Group Claims-Specialty, Beazley Group

Kimberly MacDonald, J.D., Head of Environmental Claims-Americas XLCatlin

Marlin Zechman, Claims Manager, Environmental -Americas, XLCatlin

Cal Spessard, Esq., Executive Vice President, WCD Group LLC

Robin Kelliher,J.D., National Director-Environmental Claims, Willis Towers Watson

Data Lost in Translation, Environmental Forensics & Sampling Practices in Assessing Environmental Models & Insurance Claims

·Deciphering “inexplicable data variance” leading to inaccurate site models, remediation selections, site closure programs and cost proposals

·Key drivers and data that effect environmental insurance underwriting and claims management focus on laboratory results

·Current research with a focus on site models, data comparisons, method variance, common factors indicative of data collection bias etc.

·Case study – portfolio review, forensic review outcomes and impact on remediations

Joseph Berlin, PE, EP, CP, President, BLDI, Inc.


DAY THREE, APRIL 13, 2017


Sustainability's Past Present and Future: Why North America is Winning the New Normal

·Why is the hard pivot to America's profound benefit?

·How is decision-making being impacted by these mega trends?

·Outlook for Sustainability's past, present and future on energy, environment, real estate, resilience, and abundance

Dan French, Co-Founder and CEO, Brownfield Listings, LLC


State of the Environmental Insurance Marketplace

·Evolution of environmental insurance products for one-off and portfolios

·Determining underwriting appetite and the real estate transactional marketplace

·Trends and emerging issues in environmental claims management and challenges

·North American expansion of markets and products

·Determining how the markets address underwriting authority issues

Jayne Cunningham,Head of Environmental Liability Team, Beazley Group

Catherine Wilson,Head Environmental, Zurich American Insurance Company

Michael Henk, Assistant Vice President, Product Line Manager-Programs and Restoration, Tokio Marine Specialty-Environmental 

Helen Eichmann, Vice President, Environmental, Allied World Assurance Company

Anthony W. Gentile, PG, Vice President, Executive Underwriter, North America Environmental Insurance, XL Catlin

Mark Vuono, President, Environmental Division,Great American Insurance Group

Dean Jeffery Telego, RTM Communications,Inc., and

Brian McBride, Wills Towers Watson, Co- Moderators

Hurricane vs. Environmental Infrastructure:Who Wins and Can We Really Protect Ourselves?

·What are the new hurricane damage models being developed by the National Center for Atmospheric Research and how are we using them to protect against future events?

·Characterize the effects of a direct hit on environmental infrastructureof the gulf coast

·Quantifying the damage claims from hurricanes and other climate extremes

·What is the role of insurance and the efficacy of the current products

·What more can we do to protect the environmental infrastructure from extreme weather?

James Done, Project Scientist, C3WE Research Lead, National Center for Atmospheric Research

Nick Santella, Hydro-Geologist, BSTI Consulting

Susan Doering, Vice President and Director, Tokio Marine Specialty-Environmental

Richard Sheldon,Senior Vice President, Willis Environmental Practice, Willis Towers Watson

Guillermo (Willy) Accame, Director-Risk Management, Panattoni Development Company, Inc., Moderator

Financing the Low Carbon Revolution and Sustainable Finance Products

·Valuing environmental, social and governance risks and opportunities

·Quantify potential earnings impacts from fossil fuel ‘stranded assets’ using Bloomberg’s Carbon Risk Valuation Tool

·Analysis of company and country governance and corruption performance v. financial risk, extractive industries safety and performance risk;Water scarcity impacts on business operations

Gregory Elders, Bloomberg Intelligence ESG Analyst


Attribution Science, The Emergence of Aggressive Climate Change Litigation for Voluntary Disclosure Programs

·Voluntary disclosure and corporate social responsibility programs to ESG initiatives

·Growing ability to definitively attribute the severity of individual or suite of events to anthropogenic climate change,

·Discovery of documents that may change the date when certain entities are deemed to have known about the risk and impacts of climate change and seeking compensation for extreme weather event impacts from large carbon emitters

·Changing legal landscape of attribution science, developments and relevance to legal action, emerging and exploratory litigation

Lindene Patton, Partner, Earth and Water Group


SEIP Special Breakout Session, Afternoon of April 12, 2017

Insurance Practitioner Track - 4 sessions total each session 1 hr.


The Economics of Insurance in Property Transfers, Rational Risk Economics

·Understanding and minimizing the true carrying cost of environmental risk in contaminated property redevelopment.

·Business perspective for the risks associated with transferring contaminated properties.

·Insurance companies enjoy tax advantages unique to their business.

·The session will show how finance, accounting, taxes, risk management, and opportunity cost can alter the evaluation of risk in the transfer of contaminated property.

·A holistic view, environmental insurance in property transfers.

·The methods to rationally evaluate and minimize the carrying cost of legacy environmental risks.

David Dybdahl, President, American Risk Management Resources Network, LLC


Other Sessions to cover:

How to Close a Transaction using Environmental Insurance & An Environmental Insurance Market Update

o   State of the Environmental Insurance Market – after the exodus of AIG

o   Available Insurance products

o   Trusts

o   Closing the GAP

o   Environmental Exposures to Directors & Officers

Gregory Schilz, Executive Vice President, JLT Specialty USA


How to insure a property transfer or redevelopment project: What the insurance underwriter needs to know; and how premiums are determined

Mark Vuono, President, Environmental Division, Great American Insurance Group

Eric McCabe,Divisional Vice President, Great American Insurance Group

Michael Henk, Assistant Vice President, Product Line Manager-Programs and restoration, Tokio Marine Specialty-Environmental  


Ideal insurance structures for contaminated land transfers

Richard Sheldon, Senior Vice President, Willis Towers Watson Environmental Practice




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