IESI Acquires Winter Bros. Waste Systems

On September 4, 2007, IESI, a subsidiary of BFI Income Fund acquired from Clairvest Group Inc. and Clairvest Equity Partners Limited Partnership, together with Joseph Winters, Andrew Winters, James Winters, Jr., Sean Winters and Mark Troiano (collectively, the Winter Bros. Shareholders) all of the outstanding shares of Winter Bros. Waste Systems, Inc. (the Company) for a deal valued at US$263 million. In June 2006, Clairvest and a partnership managed by Clairvest invested US$15.7 million for a 36 per cent share of Winters Brothers.

IESI was represented by in house attorney Kent Durham and supported by Torys LLP with a team that included Richard Willoughby (M&A), Craig Pell (HSR) and, on acquisition financing matters, Darien Leung, Jonathan Wiener and Mark Tice. Jennifer Bielfield of Miller, Canfield, Paddock and Stone, PLC acted for Comerica, the senior lenders of the Company, Reid Arstark and Steve Ellis of Proskauer Rose LLP acted for McKenna Gale, the subordinated lenders of the Company. Pamela Maloney MacKenzie of Goulston & Storrs, P.C.l acted for Bank of America, the lead agent for the syndicated facility for BFI.

Scarinci & Hollenbeck LLC acted for the Company on the purchase and sale transaction with a team that included Ken Hollenbeck, Fred Zemel, Mark Follender, Frank Brunetti and Kara Kaczynski. Stikeman Elliott LLP acted for Clairvest on the transactions with a team that included Curtis Cusinato, Timothy Chubb and Kevin Smyth. Catherine Kronk of Murphy Sullivan Kronk acted for the Company on financing matters.