IESI-BFC Ltd. ("IESI-BFC") (NYSE: BIN)(TSX: BIN) and Waste
Services, Inc. ("WSI") (NASDAQ: WSII) today announced that they
have completed their merger which establishes North America's third
largest solid waste management company. The combined company, which
will be headquartered in Toronto, will continue as IESI-BFC Ltd.
and trade under the ticker symbol "BIN" on the New York and the
Toronto Stock Exchanges.
The merged company will have more than 6,000 employees serving
commercial, industrial and residential customers in 11 U.S. states
and the District of Columbia, and in six Canadian provinces. The
transaction is expected to generate US$25-30 million in net pre-tax
annual run rate synergies by the end of the second year following
closing.
Under the terms of the agreement, WSI shareholders will receive
0.5833 common shares of IESI-BFC for each WSI common share held.
The 28.0 million common shares that IESI-BFC is issuing to WSI
represent approximately 23.0% ownership in the combined company,
assuming conversion of IESI-BFC's Participating Preferred Shares
("PPSs"). At close, IESI-BFC's total number of outstanding common
shares and PPSs is 121.4 million.
The combined company will be led by Keith Carrigan, IESI-BFC's
current Vice Chairman and Chief Executive Officer. Thomas Cowee,
Vice President and Chief Financial Officer of IESI-BFC, will
continue in his current role.
The Board of Directors of the combined company will consist of
eight members, including Mr. Carrigan, five directors from the
IESI-BFC board of directors and two directors nominated by WSI. WSI
has nominated Michael G. DeGroote and David Sutherland-Yoest.
"Today, in completing our transaction with WSI, we have advanced
to a top-three position in the North American non-hazardous solid
waste management industry," said Keith Carrigan, Vice Chairman and
Chief Executive Officer of IESI-BFC. "We look forward to benefiting
from the synergies that will result from our combination and
creating additional future value for shareholders. We expect the
combination to generate additional free cash flow, giving us the
ability to deliver shareholder value through several avenues,
including the ongoing payment of our regular quarterly dividend. We
are very excited to begin this new phase for IESI-BFC and remain
committed to delivering excellent customer service, environmental
stewardship, and community support."
Additional Transaction Details
In connection with the transaction, IESI-BFC today entered into
a new US$950 million amended and restated U.S. credit facility.
Advances under the new credit facility were used to repay the
outstanding borrowings under both IESI-BFC's previous credit
facility and the U.S. portion of WSI's credit facility, as well as
WSI's outstanding 9 1/2% Senior Subordinated Notes (the "notes").
The term of the new credit facility is four years and the facility
is comprised entirely of a revolver, with initial pricing of LIBOR
+ 300 basis points. At closing, remaining capacity, net of
borrowings and outstanding letters of credit, is approximately
US$160 million.
Under the terms of the WSI's notes, the notes were called today
at a redemption price of 103.167%. The redemption price, accrued
interest and registration penalties have been defeased and are
being held in a trust by the trustee of the notes until August 2,
2010, at which time the note holders will receive their redemption
payment.
In addition, IESI-BFC entered into a new C$525 million Canadian
dollar amended and restated credit facility in Canada. Advances
under this new credit facility were used to repay the outstanding
borrowings under both IESI-BFC's previous credit facility and the
Canadian portion of WSI's credit facility. The term of the new
credit facility is four years and the facility is entirely
revolver, with initial pricing of BAs + 287.5 basis points.
Remaining capacity, net of borrowings and outstanding letters of
credit, is approximately C$66 million.
At closing, the combined company's long-term debt, including the
current portion, to last-twelve-months EBITDA ratio is
approximately 2.70 times.
J.P. Morgan Securities Inc. acted as exclusive financial advisor
to IESI-BFC on the transaction. CIBC World Markets Inc. acted as
exclusive financial advisor to WSI on the transaction.
Other Acquisition Activities
IESI-BFC today has also announced that it completed several
tuck-in acquisitions in its U.S. operations since the beginning of
its second fiscal quarter of 2010. Consideration for these
acquisitions totalled in excess of US$50 million and they were
financed through borrowings under IESI-BFC's U.S. revolving credit
facility.
IESI-BFC Sets Date of Second-Quarter 2010 Earnings Release and
Conference Call
IESI-BFC will report financial results for the three and six
months ended June 30, 2010, on Tuesday, July 27, 2010 after the
close of the stock markets. It will host a conference call on
Wednesday, July 28, 2010 at 8:30 a.m. (ET).
Participants may listen to the call by dialing 1-888-300-0053,
conference ID 85676425, at approximately 8:20 a.m. (ET).
International or local callers should dial 647-427-3420. The call
will also be webcast live at www.streetevents.com and at
www.iesi-bfc.com.
A replay will be available after the call until Wednesday,
August 11, 2010, at midnight, and can be accessed by dialing
1-800-642-1687, conference code 85676425. International or local
callers can access the replay by dialing 706-645-9291. The audio
webcast will also be archived at www.streetevents.com and
www.iesi-bfc.com.
About IESI-BFC Ltd.
IESI-BFC Ltd., through its subsidiaries, is one of North
America's largest full-service waste management companies,
providing non-hazardous solid waste collection and landfill
disposal services to commercial, industrial, municipal and
residential customers in eleven states and the District of the
Columbia in the U.S., and six Canadian provinces. Its two major
brands, IESI and BFI Canada, are leaders in their markets, serving
customers with vertically integrated collection and disposal
assets. IESI-BFC's shares are listed on the New York and Toronto
Stock Exchanges under the symbol BIN. To find out more about
IESI-BFC Ltd., visit our website at www.iesi-bfc.com.
Forward-Looking Statements
This communication includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995 and applicable
Canadian securities legislation. Words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements may include, without limitation,
IESI-BFC Ltd.'s expectations with respect to: the synergies,
efficiencies, and capitalization and anticipated financial impacts
of the transaction.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from the expected results. Most of these factors are outside our
control and difficult to predict. The following factors, among
others, could cause or contribute to such material differences: the
ability to realize the expected synergies resulting from the
transaction in the amounts or in the timeframe anticipated; and the
ability to integrate WSI's businesses into those of IESI-BFC in a
timely and cost-efficient manner. Additional factors that could
cause IESI-BFC's and WSI's results to differ materially from those
described in the forward-looking statements can be found in the
2009 Annual Report on Form 10-K for WSI, and in IESI-BFC's 2009
Annual Report on Form 40-F, Registration Statement on Form F-10, as
amended, and Registration Statement on Form F-4, each of which are
filed with the SEC and available at the SEC's Internet web site
(www.sec.gov), and IESI-BFC's 2009 Annual Information Form filed
with the Ontario Securities Commission which is available at the
SEDAR web site (www.sedar.com). IESI-BFC and WSI caution that the
foregoing list of factors is not exclusive. All subsequent written
and oral forward-looking statements concerning IESI-BFC, WSI, the
transaction or other matters and attributable to IESI-BFC or WSI or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. IESI-BFC and WSI do
not undertake any obligation to update any forward-looking
statement, whether written or oral, relating to the matters
discussed in this communication, except as required by law.
Contacts: IESI-BFC Ltd. Andrea Rudnick Vice President, Corporate
Development and Communications (416) 401-7750 IESI-BFC Ltd. Chaya
Cooperberg Director, Investor Relations and Corporate
Communications (416) 401-7729 chaya.cooperberg@bficanada.com
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