On May 6, 2003, Burlington, Ontario-based Capital Environmental Resource Inc. (CERI), acquired Omni Waste in Osceola County, Florida, a municipal solid waste landfill site currently under development. The acquisition was funded in part by a private placement to affiliates of Kelso & Company, a private equity fund manager, of 55,000 shares of preferred stock and common stock warrants for 7.15 million shares in CERI’s wholly owned U.S. subsidiary, Waste Services, Inc., which resulted in net proceeds to the latter of approximately US$53.4 million. In addition, under an agreement signed with the Kelso affiliates, Waste Services may issue to them an additional 45,000 shares of preferred stock and 5.85 million additional warrants.
CERI was represented in Canada, by Blake, Cassels & Graydon LLP and in the U.S., by Stephen Besen, Daniel Schafer and Gary Arvanitis of Shearman & Sterling. Kelso was represented in Canada, by Mihkel Voore, John Lorito and Roberta Carano of Stikeman Elliott LLP and in the U.S., by Margaret Davenport, Kevin Schmidt, David Schnabel, Tim Bass and Katrina Szakal of Debevoise & Plimpton in New York.