On June 1, 2016, pursuant to an agreement and plan of merger dated January 18, 2016, (the “Merger Agreement”) between Waste Connections, 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 Connections, 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 Connections were entitled to receive newly issued common shares of Progressive Waste as consideration for the Merger at an exchange ratio of 2.076843 common shares of Progressive Waste for every one (1) share of Old Waste Connections common stock.
Immediately following the completion of the Merger, Progressive Waste completed a consolidation (the “Consolidation”) whereby every 2.076843 common shares of Progressive Waste were converted into one (1) common share of Progressive Waste. Immediately following the Consolidation, Progressive Waste amalgamated with a newly formed direct, wholly owned subsidiary with the resulting amalgamated corporation, Waste Connections, Inc. (“New Waste Connections”), using the “Waste Connections, Inc.” name (the “Name Change”). As a result of the Merger, the Consolidation and the Name Change, on completion thereof, (i) stockholders of Old Waste Connections immediately prior to the Merger received one (1) 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 (1) post-Consolidation 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 New York Stock Exchange (“NYSE”) under the symbol “WCN” and shares of Progressive Waste ceased trading on the Toronto Stock Exchange (“TSX”) and the NYSE under the symbol “BIN.” Effective June 1, 2016, common shares of New Waste Connections commenced 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 entered into a revolving credit and term loan agreement with Bank of America, N.A., as agent, and certain other lenders and financial institutions party thereto. Under the credit agreement, New Waste Connections may borrow up to an aggregate principal amount of US$3.2 billion, which amount may be increased up to a maximum aggregate principal amount of US$3.7 billion under the terms thereof.
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 (Employment 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 Helen Cox (banking), Beth Riley (regulatory), Susan Seller and Mariette Matos (pension & benefits) and Carl Cunningham and Talia Bregman (employment).
Locke Lord LLP acted as lead US legal counsel to Old Waste Connections with a team led by David Taylor and Aileen Meehan, and including James Rubens, Eric Johnson, Vincent Cangolosi, Illiana Ivanova, Rachel Fitzgerald and Derek Speck (capital markets and M&A), Buddy Sanders, Mitch Tiras and Jaremi Chilton (tax), Edward Razim (employment) and Gerald Pels, Julia Rinne Pabon and Andrew Davitt (environmental).
Latham & Watkins LLP acted as lead US legal counsel for Old Waste Connections in connection with certain financing matters, including the note financing and credit financing, with a Houston-based team led by partner Craig Kornreich, and including associates Matthew Jones, Mitchell McClellan, Samantha Chen, Joshua Pelfrey and Pamela Kellet. Advice was also provided on tax matters by New York partner Jocelyn Noll and Washington, DC partner Adam Kestenbaum with New York associate Bora Bozkurt; on corporate matters by New York partners Courtenay Myers Lima, Carlos Alvarez and Steven Betensky with Washington, DC associate Brett Ackerman; on compliance matters by Washington, DC partner Eric Volkman; on environmental matters by Los Angeles counsel Aron Potash with Houston associate Alicia Handy.
Separately, Latham & Watkins LLP also acted for Old Waste Connections as legal counsel in relation to certain US antitrust matters, including antitrust advice and Hart-Scott-Rodino Act clearance in connection with the Merger, with a Washington, DC team led by partners Tad Lipsky and Jason Cruise with counsels Sydney Smith and Farrell Malone and associate Gabrielle Kohlmeier.
Progressive Waste was represented by its in-house legal team led by Loreto Grimaldi (Executive Vice President, Chief Legal Counsel and Secretary), and including Alim Lalani (Associate General Counsel).
Stikeman Elliott LLP acted as lead Canadian legal counsel to Progressive Waste with a team led by John Ciardullo and Mario Paura, and including J.R. Laffin, Robert La Rosa, Christian Brands and Logan Copen (capital markets and M&A), Lorna Cuthbert (employment), John Lorito and Lindsay Gwyer (tax), and Paul Collins and Michael Laskey (competition).
Weil, Gotshal & Manges LLP acted as lead US legal counsel to Progressive Waste with a team led by Michael Aiello and Matthew Gilroy, and including Eoghan Keenan, Giancarlo Ruscio, Jonathan Calka, Maxwell Copelan, Adam Borenstein and Grace Smith (M&A), Jared Rusman and Mark Dundon (tax), Paul Wessel and Amanda Rosenblum (compensation & benefits), Lawrence Baer (employment), John Scribner and Rob Meyer (competition), Annemargaret Connolly and Thomas Goslin (environmental), and Jeffrey Osterman, Caroline Geiger and Daniel Cohl (IP).
Goulston & Storrs PC acted as lead legal counsel for Bank of America, N.A. in connection with the credit financing matters, with a team led by Pamela MacKenzie and including David Coombs, John Grumbacher, Jesse Rubinstein, Nicole Moniz and Casey Milianta.
McCarthy Tétrault LLP acted as local Canadian legal counsel to Bank of America, N.A., with a team led by Justin Lapedus, and including D.J. Lynde, Damilola Katibi and Lisa Timmins.
Chapman and Cutler LLP represented the institutional purchasers of US$750 million in private placement notes with a team that included James Nelson, Stacy Pike and John Lulay (corporate finance) and Paul Carman (tax). Chapman also represented existing institutional holders of US$825 million in private placement notes of Old Waste Connections that were assumed by New Waste Connections in conjunction with the Merger.