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
