Opérations et transactions|21 janvier 2005
BFI Canada Income Fund completes C$1.1 billion acquisition of IESI Corporation
Torys acted as counsel to BFI Canada Income Fund in Canada and the United States in connection with the M&A transaction, the unitholder meeting and the offering, and represented the Fund and IESI in connection with the U.S. credit facility, under the direction of Bill Chyfetz, Vice-President and General Counsel of BFI Canada. The Torys team was led by Philip Brown and included Richard Willoughby, Glen Johnson, Alexandra Kau, Mark Adkins, Darren Baccus, Craig Pell, Cornell Wright, Wendy Kennish, Richard Johnson, Margaret Walrath, Helgi Maki, Mark Irving, Zara Watkins and Peter Wright (M&A/corporate), Brad Cost, Darien Leung and Maria Krasnikow (U.S. credit facility and internal debt), Corrado Cardarelli, Jeff Scheine, Gary Gartner, Pamela Petree, Gregg Larson, Ron Nobrega, Richard Wright and Andrea Shreeram (tax), Jay Romagnoli and Jay Holsten (antitrust/competition), Christina Medland, Mitch Frazer and Nadine Côté (pension, benefits and executive compensation), Peter Keenan (ERISA), Jeff Gracer and Dennis Mahony (environmental) and Barry Leon (litigation).
On January 21, 2005, BFI Canada Income Fund completed the combination of the BFI Canada non-hazardous solid waste management business with IESI Corporation's operations in a transaction valued at approximately C$1.1 billion. The transaction creates one of the largest non-hazardous solid waste management companies in North America, with operations in 56 markets across Canada and in the northeastern and southern United States. The transaction also substantially increases the fund's market capitalization and was immediately 12% accretive to the fund's free cash flow available for distribution.
The transaction and certain related matters were approved at a special meeting of the fund's unitholders held on January 20, 2005. The transaction was funded in part from the proceeds of a C$374 million public offering of subscription receipts in Canada through a syndicate of underwriters led by CIBC World Markets and BMO Nesbitt Burns, and from the proceeds of a new US$385 million U.S. credit facility entered into by IESI with a syndicate of lenders led by Bank of America, N.A. The fund's subsidiaries also used a portion of the offering proceeds to refinance bridge facilities established in connection with recent Canadian acquisitions, including Complete Disposal Services and the Ridge landfill located near Chatham, Ontario. Following the transaction, the fund's unitholders hold an approximate 64% interest in the combined business, while IESI's former owners, principally Thayer Capital LLP (a U.S. private equity investment firm), retain an approximate 36% indirect interest in the fund.
The transaction and certain related matters were approved at a special meeting of the fund's unitholders held on January 20, 2005. The transaction was funded in part from the proceeds of a C$374 million public offering of subscription receipts in Canada through a syndicate of underwriters led by CIBC World Markets and BMO Nesbitt Burns, and from the proceeds of a new US$385 million U.S. credit facility entered into by IESI with a syndicate of lenders led by Bank of America, N.A. The fund's subsidiaries also used a portion of the offering proceeds to refinance bridge facilities established in connection with recent Canadian acquisitions, including Complete Disposal Services and the Ridge landfill located near Chatham, Ontario. Following the transaction, the fund's unitholders hold an approximate 64% interest in the combined business, while IESI's former owners, principally Thayer Capital LLP (a U.S. private equity investment firm), retain an approximate 36% indirect interest in the fund.