2015 Pan/Parapan American Games Athletes' Village Project Reaches Financial Close

Infrastructure Ontario, on behalf of the Province of Ontario, and in conjunction with Waterfront Toronto, reached financial close with Dundee Kilmer Developments to design, build and finance the new 2015 Pan/Parapan American Games Athletes' Village Project.

The project will advance implementation of Waterfront Toronto's award-winning precinct plan for the West Don Lands area, and when complete in 2015, will provide a beautifully designed, sustainable mixed-use riverside community to the wider area.

The project will also provide accommodation to 10,000 Pan and Parapan athletes, coaches and team officials during the 2015 Pan/Parapan American Games.

The community was designed by a team of renowned architects, including Kuwabara Payne McKenna Blumberg Architects, architectsAlliance, Daoust LeStage, TEN Arquitectos and MacLennan Jaunkalns Miller Architects and will be constructed by EllisDon Ledcor PAAV Inc. All new buildings are designed to achieve LEED Gold.

The project includes the completion of: the next phase of West Don Lands infrastructure, roads and public spaces; a new 82,000 square-foot YMCA recreational facility; George Brown College's first ever student residence; 787 units of market housing; 253 units of affordable rental housing; accommodations and facilities required for use during the Games; site preparation necessary to support temporary Games facilities; facilities management services during the Games; and the conversion of permanent facilities after the Games.

The project is a unique public-private partnership arrangement. The arrangement reduces the cost of building the community by enabling Dundee Kilmer to also construct additional market housing in a second phase of development after the Games. The fixed-price contract between Dundee Kilmer and the Province of Ontario is for $514 million, and will be paid in stages at significant construction milestones, to ensure the project's on-time and on-budget delivery.

The Province will recover approximately $65 million in development costs from future facility operators, totalling a net provincial outlay of around $449 million.

The Dundee Kilmer Developments consortium consisted of the following team members: Dundee Realty Corporation (as equity investor, developer), KD Infrastructure L.P. (as equity investor, developer), EllisDon Ledcor PAAV Inc. (as design builder, a company created by EllisDon Corporation and Ledcor Design-Build (Ontario) Inc.), Brookfield Financial Corp. (as financial advisor); and a design team that included architectsAlliance (as joint venture architect), Kuwabara Payne McKenna Blumberg Architects (as joint venture architect), and Daoust LeStage Inc., (for design) TEN Arquitectos (for design) and MacLennan Jaunkalns Miller Architects (for design).

The financing for the project comprises a short term credit facility in the aggregate amount of approximately $381 million and a long term credit facility in the aggregate amount of approximately $230 million and was provided by Bank of Montreal (as lender and hedge provider), Bank of Tokyo-Mitsubishi UFJ (Canada) (as co-lead arranger and lender), Canadian Imperial Bank of Commerce (as co-lead arranger, lender and hedge provider), Dexia Crédit Local, New York Branch (as co-lead arranger, lender and hedge provider), Royal Bank of Canada (as co-lead arranger, sole bookrunner, administrative agent, lender and hedge provider), Sumitomo Mitsui Banking Corporation (as co-lead arranger and lender), The Toronto-Dominion Bank (as co-lead arranger, lender and hedge provider), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (as hedge provider) and SMBC Capital Markets, Inc. (as hedge provider).

Infrastructure Ontario's legal team was led in-house by Tariq Taherbhai, Vice President, Project Legal, as well as Steven Kresak, Director, Project Legal, Eric Tilley, Senior Legal Counsel and Daniel Horowitz, Legal Counsel. McCarthy Tétrault LLP acted as counsel to Infrastructure Ontario in the structuring, procurement, negotiation and settlement of the project documents, with a team that included Godyne Sibay, Gordon Willcocks, Gordon Sato, Cynthia MacDougall, Andrew Collingwood, Tristan Musgrave, Brad Nicpon, Jonathan See (financing); Vaibhav Sahay (financing); David Jachimowicz (financing) and Jacquelyn Daley (planning). Cassels Brock & Blackwell LLP acted as counsel to Infrastructure Ontario for the real property elements of the project, which included planning approvals and environmental matters, with a team composed of David Redmond, Robert Lysy, Signe Leisk and Melissa Winch.

Dundee Kilmer Developments was represented by Carla Salzman, Ira Berg, Jean Anderson, Jeffrey Shore, Gail Jaffe, Grant Coad, Dan Dedic and Brad Hennick of Goodmans LLP.

The Kilmer parties were represented in-house by Wayne Carson, Executive Vice President and General Counsel and externally by Ted Scott, Wayne Gray, Marie Bruchet (corporate); Rob Scavone, Don Waters and Julie Han (banking); Mary-Ann Haney and Carl Irvine (tax) and David Ross (real estate) at McMillan LLP.

The Dundee parties were represented in-house by Mark Hogan, Vice President Business Development and General Counsel and by George Valentini and Stella Di Cresce at Osler, Hoskin & Harcourt LLP.

Kristen Wittman at Taylor McCaffrey LLP represented the Kilmer parties in the Province of Manitoba; and Brock Johnston and Amaan Gangji at Clark Wilson LLP represented the Dundee parties in the Province of British Columbia.

EllisDon Corporation was represented in-house by Jody Becker, Vice-President and General Counsel, Rosemarie Lipman, Senior Counsel and Michael Casey, Counsel. Externally, Peter Schwartz of Harrison Pensa LLP acted as corporate counsel to EllisDon Corporation and EllisDon Ledcor PAAV Inc.

Ledcor was represented in-house by Andrew Mackay and by Peter Gorgopa of Shapiro Hankinson & Knutson Law Corporation and Charles Skipper and David Oliver of Fogler, Rubinoff LLP.

The lenders were represented by Fasken Martineau DuMoulin LLP, with a team composed of Brian Kelsall, Lisa Marcuzzi, Kevin Clinton, Mark Brennan, Sean Morley and Marc Lefler.