BFI Canada Income Fund Acquires IESI

On January 21, 2005, BFI Canada Income Fund completed the combination of the BFI Canada non-hazardous solid waste management business with IESI Corp.’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 per cent 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 Inc. and BMO Nesbitt Burns Inc., and from the proceeds of a new US$385 million US credit facility entered into by IESI with a syndicate of lenders led by Bank of America, NA. 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 per cent interest in the combined business, while IESI’s former owners, principally Thayer Capital Partners (a US private equity investment firm), retain an approximate 36 per cent indirect interest in the Fund.

BFI Canada Income Fund was represented by Torys LLP in Canada and the US in connection with the M&A transaction, the unitholder meeting and the offering, and represented the Fund and IESI in connection with the US credit facility, under the direction of Bill Chyfetz, vice-president and general counsel of BFI Canada. The Torys team was led by Phil 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 and Zara Watkins (M&A/corporate); Brad Cost, Darien Leung and Maria Krasnikow (US 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).

Osler, Hoskin & Harcourt LLP assisted Torys in representing the Fund on both the purchase agreement and preliminary prospectus. The team from Osler consisted of Daniel Kirby and Sean Love (environmental) and Paul Morassutti (real estate).

Steve Watson of Goodman and Carr LLP represented the Fund in connection with amendments to its Canadian debt agreements and the repayment of the outstanding bridge facilities.

IESI was represented by McDermott Will & Emery LLP, under the direction of Tom Fowler, senior vice-president and general counsel of IESI, with a team of Amy Leder, Jonathan Rochwarger, Wendy Cassity, Ran Dlugi, Daniel Zucker and Stephen Selbst. Simpson Thacher & Bartlett LLP was US counsel to Thayer Capital, the lead investor in IESI, and the other IESI shareholders, with the team of William Dougherty, Gary Mandel and Doug Bacon. McCarthy Tétrault LLP was Canadian counsel to IESI and Thayer Capital, with a team including Graham Gow, Jonathan Grant, Josh Arbuckle, Ian Michael, Ana Badour and Domenic Di Sisto (corporate finance/M&A); James Morand (tax); Douglas Thomson, Anne-Marie Sheahan and Mira Gauvin (environmental); Sunil Kapur and Susan Neumayer (labour and employment); Lorraine Allard (pension and benefits); Alexis Wiseman, Ryan Carrier and David Starkman (real property & planning); and Paul Morrison (litigation).

Osler acted as lead counsel to CIBC, as agent, and a syndicate of lenders in connection with BFI’s senior secured Canadian credit facilities, with a team comprised of Michael Matheson and Dale Seymour (financial services).

The underwriters of the subscription receipt offering were represented by Stikeman Elliott LLP with a team that included Jeff Singer, Don Belovich, Chris Flood, Jill West, David Pickwoad and John Lorito. Michael Schler of Cravath, Swaine & Moore LLP provided US tax advice to the underwriters.

BFI Canada’s debentureholders were represented by Martha McKinnon, Norman Lieff and Nicole Sigouin of Ogilvy Renault LLP. IESI’s US lending syndicate was advised by Sandra Vrejan, Elizabeth Duffy, Jennifer Hoenig, Cynthia Barnett and Amy Kyle of Bingham McCutchen LLP, and Paul Wickens of Heenan Blaikie LLP.

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