Lexpert Magazine

Nov/Dec 2016

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

Issue link: https://digital.carswellmedia.com/i/743478

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20 LEXPERT MAGAZINE | NOVEMBER/DECEMBER 2016 BIG DEALS DEALS ANALYSIS 18 18 Total Deals Published 12 Corporate Finance 21 6 Mergers & Acquisitions 21 5 Cross-border Transactions 21 BIG DEALS TRANSACTION VITALS ANNOUNCED: 1/19/2016 CLOSED: 6/1/2016 TECHNIQUE: REVERSE MERGER ATTITUDE: FRIENDLY DOMESTIC ACQUIRER SOUGHT: 100% JOHN CIARDULLO STIKEMAN ELLIOTT LLP TORONTO (FOR PROGRESSIVE WASTE) BRENT KRAUS BENNETT JONES LLP CALGARY (FOR WASTE CONNECTIONS IN CANADA) On June 1, 2016, pursuant to an agreement and plan of merger dated January 18, 2016, (the "Merger Agreement") between Waste Con- nections, Inc. (formerly known as Progressive Waste Solutions Ltd.) ("Progressive Waste"), Water Merger Sub LLC ("Merger Sub") and Waste Connections US, Inc. (formerly known as Waste Connec- tions, Inc.) ("Old Waste Connections"), Merger Sub merged with and into Old Waste Connections (the "Merger"), with Old Waste Connections surviving the Merger as a wholly owned subsidiary of Progressive Waste. Under the Merger Agreement, stockholders of Old Waste Con- nections were entitled to receive newly issued common shares of Pro- gressive Waste as consideration for the Merger at an exchange ratio of 2.076843 common shares of Progressive Waste for every one share of Old Waste Connections common stock. Immediately following the completion of the Merger, Progressive Waste completed a consolidation (the "Consolidation") whereby ev- ery 2.076843 common shares of Progressive Waste were converted into one common share of Progressive Waste. Immediately follow- ing the Consolidation, Progressive Waste amalgamated with a newly formed direct, wholly owned subsidiary with the resulting amal- gamated corporation, Waste Connections, Inc. ("New Waste Con- nections"), using the "Waste Connections, Inc." name (the "Name Change"). As a result of the Merger, the Consolidation and the Name Change: (i) stockholders of Old Waste Connections immediately prior to the Merger received one post-Consolidation common share of New Waste Connections for each outstanding share of Old Waste Connections common stock, and (ii) shareholders of Progressive Waste immediately prior to the Merger received one post-Consolida- tion common share of New Waste Connections for every 2.076843 common shares of Progressive Waste. As of the close of trading on May 31, 2016, shares of Old Waste Connections common stock ceased trading on the NYSE and shares of Progressive Waste ceased trading on the TSX and the NYSE. Ef- fective June 1, 2016, common shares of New Waste Connections be- gan trading on the TSX and on the NYSE under the symbol "WCN." In connection with the completion of the Merger, on June 1, 2016, New Waste Connections completed the issuance and sale of senior unsecured notes having an aggregate principal amount of US$750 million. In addition, on June 1, 2016, New Waste Connections en- tered into a revolving credit and term loan agreement with Bank of America, N.A., as agent, and certain other lenders and financial insti- tutions party thereto. Under the credit agreement, New Waste Con- nections may borrow up to an aggregate principal amount of US$3.2 billion, which may be increased up to a maximum aggregate principal amount of US$3.7 billion. Old Waste Connections was represented by its in-house legal team led by Patrick Shea (Senior Vice President, General Counsel and Secretary), and including Robert Cloninger (Vice President, Deputy General Counsel and Assistant Secretary), John Perkey (Operations Counsel), Aaron Rubin (Counsel) and Megan Hodapp (Employ- ment Counsel). Bennett Jones LLP acted as lead Canadian legal counsel to Old Waste Connections with a team led by Brent Kraus and Harinder Basra, and including Kelly Ford, Eric Chernin, Steve Gow, Katie Miller and Seanna Lawrence (capital markets and M&A), Anu Nijhawan and Marshall Haughey (tax), Karen Dawson and Hel- en Cox (banking), Beth Riley (regulatory), Susan Seller and Mariette Matos (pension & benefits) and Carl Cunningham and Talia Breg- man (employment). Locke Lord LLP acted as lead US legal counsel to Old Waste Connections with a team led by David Taylor and Aileen Meehan, COMPILED BY GENA SMITH Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Media & Entertainment WASTE CONNECTIONS AND PROGRESSIVE WASTE SOLUTIONS COMPLETE $13B MERGER TRANSACTION

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