NEW YORK (January 21, 2005) — McDermott Will & Emery client IESI Corporation announced it has consummated a Canadian $1.1 billion transaction pursuant to which it combined with BFI Canada Income Fund, a trust listed on the Toronto Stock Exchange, creating one of the largest non-hazardous solid waste management companies in North America.
The transaction was structured as a reverse triangular merger whereby a wholly-owned subsidiary of the Fund merged with and into IESI, with IESI continuing as the surviving corporation and an indirect subsidiary of the Fund. The shareholders of IESI received an indirect 35.6% interest in the Fund in the form of participating preferred shares of the surviving corporation which are exchangeable for Fund units or, in certain circumstances, for the cash equivalent value thereof.
In connection with the transaction, IESI successfully consummated a tender offer to purchase any and all of its $150,000,000 outstanding principal amount of 10 1/4% senior subordinated notes due 2012 and a concurrent consent solicitation to eliminate substantially all of the restrictive and reporting covenants, certain events of default and certain other provisions contained in the indenture governing the notes.
The McDermott team that represented IESI in this transaction was led by corporate partners Stephen Selbst, Amy Leder and Jonathan Rochwarger, and included Wendy Cassity, Dan Zucker, Daphne Trotter and Jon Dubrow.
Prior to the commencement of the negotiations that resulted in this transaction, McDermott had been representing IESI in connection with an initial public offering of its Common Stock.
IESI is one of the leading regional, non-hazardous solid waste management companies in the United States, providing collection, transfer, recycling, and disposal services in two geographic regions: its South Region (Texas, Louisiana, Oklahoma, Arkansas and Missouri); and its Northeast Region (New York, New Jersey, Pennsylvania and Maryland).
BFI Canada is a full-service waste management company providing non-hazardous solid waste collection, transfer, disposal and recycling services in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec. It is one of the largest non-hazardous solid waste management companies in Canada, and provides solid waste collection, transfer, disposal and recycling services to customers in 19 markets.