Exhibit 99.1
WASTE
CONNECTIONS AND PROGRESSIVE WASTE SOLUTIONS AGREE TO COMBINE TO CREATE LEADING SOLID WASTE SERVICES COMPANY FOCUSED ON DIFFERENTIATED
MARKETS
Combination
Brings Together Complementary Footprints under Proven Management Team with Long-Term Track Record of Shareholder Value Creation
Expects Combined
Year 1 Adjusted EBITDA(A) between $1.25 Billion and $1.3 Billion and More Than $625 Million of Adjusted Free Cash Flow(B),
Excluding the Impact of Any Divestitures and/or Asset Swaps
Transaction
Expected to Generate Approximately $50 Million in SG&A Cost Savings and Additional Upside from Longer-Term Safety and Operational
Improvements
Expects Over
20% Accretion in Year 1 Adjusted Free Cash Flow/Share
Stock-for-Stock
Transaction Maintains Strong Credit Profile and Flexibility to Fund Future Growth Opportunities and Return of Capital to Shareholders
Joint Conference
Call with Investment Community at 8:30 am ET Today
The Woodlands,
Texas and Toronto, Ontario; January 19, 2016 - Waste Connections, Inc. (NYSE: WCN) and Progressive Waste Solutions Ltd. (NYSE:
BIN) (TSX: BIN) today announced that they have entered into a definitive agreement to merge in an all-stock transaction. Upon
the completion of the transaction, Waste Connections stockholders will own approximately 70% of the combined company, and Progressive
Waste shareholders will own approximately 30%. The transaction has been unanimously approved by both companies’ Boards of
Directors and is expected to close in the second quarter of 2016.
The transaction
was negotiated on the basis of an implied exchange ratio of 0.4815 of a share of Waste Connections for each share of Progressive
Waste. As a result of the transaction structure described below, Waste Connections stockholders will receive 2.076843 shares of
Progressive Waste stock (1/0.4815) for each share of Waste Connections stock they own. The transaction value represents an approximately
16% premium to Progressive Waste’s 20-day volume-weighted average stock price prior to the announcement on January 4, 2016,
that it was engaged in a review of strategic alternatives. Upon closing, the combined company will use the Waste Connections name
and it is anticipated that its shares will trade on the New York Stock Exchange and the Toronto Stock Exchange.
“We are
extremely excited to welcome Progressive Waste into the Waste Connections family and believe the combination will be quite compelling
to our collective employees, shareholders and other stakeholders,” said Ronald J. Mittelstaedt, Chief Executive Officer
and Chairman of Waste Connections. “Under our leadership, we believe we can instill the corporate culture, safety focus,
operational excellence and accountability that have served us so well and which we believe are necessary for long-term success
within Progressive Waste’s complementary markets. These improvements, together with expected immediate synergies and other
cash flow benefits, should accelerate value creation for both companies’ shareholders. In addition, to maintain our strategic
market differentiation and drive further value creation, we expect to either divest or swap assets within certain U.S. markets
as we believe between 85% and 90% of Progressive Waste’s revenue is consistent with our differentiated tenets. Put simply,
we believe this combination creates a company uniquely positioned with industry-leading operating and free cash flow margins,
together with the balance sheet strength, to drive further growth and increase the return of capital to our shareholders.”
“Combining
Progressive Waste and Waste Connections makes compelling strategic and financial sense, and the all-stock nature of the transaction
provides Progressive Waste shareholders with the opportunity to participate in the significant near- and long-term upside potential
of the combination,” said Joseph Quarin, President and Chief Executive Officer of Progressive Waste. “We believe this
combination will accelerate the improvements already underway, building upon our fourth quarter financial and operational performance.
Importantly, employees will benefit from new opportunities for growth and development as part of a larger company committed to
customer service, operational excellence, safety and employee engagement. We look forward to a bright future for our employees
and enhanced service for our customers as a result of this transaction.”
James J. Forese,
Chairman of Progressive Waste’s Board of Directors, said, “Having conducted a review of the strategic options available
to the company, the Special Committee and Board concluded that this transaction is in the best interest of Progressive Waste and
enhances value for our shareholders. Together with Waste Connections and its leadership team, we create a new industry leader
that is well positioned to serve a diverse base of customers across North America and capitalize on an expanded set of growth
opportunities to generate substantial value for shareholders.”
Mr. Mittelstaedt
added, “We welcome Progressive Waste’s talented employees and recognize their significant value to the customers and
communities they serve. They have been critical to their company’s performance and growth and will continue to contribute
to the combined company’s success.”
Strategic
and Financial Benefits
The combination
of Waste Connections and Progressive Waste is consistent with the strategic goals of both companies, and will create an industry
leader with enhanced scale and a stronger financial profile.
| · | Expanded
Operational Footprint. Following completion of the transaction, the combined company
will have pro forma revenue of approximately $4.1 billion and operate an integrated network
of solid waste operations across North America. The transaction brings together vertically
integrated and complementary asset bases under Waste Connections’ disciplined market
selection and safety-focused operational model. |
| · | Strong
and Diversified Revenue Streams. The transaction combines two entities that have
delivered strong organic growth within the industry. The combined company will benefit
from a diverse revenue base and will have strategic assets uniquely positioned for continued
growth. The combination of Waste Connections’ differentiated position in mostly
secondary and exclusive U.S. markets with Progressive Waste’s strong position in
Canada and complementary U.S. markets, particularly in its commercial services line,
will result in a high quality of revenue, margin and free cash flow. |
| · | Meaningful
Synergy Opportunities. The combination is expected to generate approximately $50
million in annualized SG&A cost savings within the first 12 months after closing,
with operational and safety-related improvements and market rationalization contributing
additional upside over the long-term. Tax-effected synergies, capex discipline and other
cash flow benefits should result in over $625 million of adjusted free cash flow generation
for the combined company in year 1, or more than 20% accretive on a free cash flow per
share basis. |
| · | Strong
Financial Profile. As an all-stock transaction, leverage for the combined company
should remain at approximately 3x debt to EBITDA upon completion of the transaction.
This attractive credit profile, combined with sector-leading conversion of EBITDA to
free cash flow, provides not only a strong financial foundation for our employees and
communities, but also the ability to further enhance shareholder returns through additional
growth opportunities and share repurchases. |
| · | Continued
Payment of Dividend. The strong free cash flow characteristics of the combined company
support the continued payment of a quarterly dividend to shareholders. The dividend policy
of the combined company will be subject to review by the Board of the combined entity
upon closing of the transaction. Until the close of the transaction, both companies intend
to continue to pay their respective quarterly dividends. |
Management,
Board and Headquarters
Upon completion
of the transaction, the combined company will be led by Waste Connections’ current management team. The Board of Directors
for the combined company will include the five current members of Waste Connections’ Board and two members from Progressive
Waste’s current Board.
The combined
company will maintain headquarters in The Woodlands, Texas and Canadian operating headquarters in Toronto, Ontario. Upon completion
of the transaction, the combined company will be domiciled in Canada.
Transaction
Structure and Approvals
The transaction
is structured as a reverse merger pursuant to which Waste Connections will merge into a newly formed direct or indirect subsidiary
of Progressive Waste. Under the terms of the definitive agreement, Waste Connections stockholders will receive 2.076843 Progressive
Waste shares for each Waste Connections share they own. Subject to the approval of Progressive Waste’s shareholders, Progressive
Waste then expects to implement immediately a share consolidation on the basis of 0.4815 (1 divided by the 2.076843 ratio above)
of a share on a post-consolidation basis for each one share outstanding on a pre-consolidation basis. If the share consolidation
is approved by Progressive Waste’s shareholders, Waste Connections stockholders will instead receive one share of the combined
company for each existing Waste Connections share, resulting in approximately 174 million combined shares outstanding on a post-consolidation
basis. Upon the completion of the transaction and irrespective of the outcome of the share consolidation approval, Waste Connections
stockholders will own approximately 70% of the combined company, and Progressive Waste shareholders will own approximately 30%.
The transaction
is expected to be taxable, for U.S. federal income tax purposes, to Waste Connections stockholders; the transaction is expected
to be non-taxable to shareholders of Progressive Waste.
The transaction
is subject to customary closing conditions, including the approval of both companies’ shareholders, U.S. antitrust approval
and the approval of the Toronto Stock Exchange. The consummation of the combination transaction is not conditioned upon Progressive
Waste shareholder approval of the share consolidation.
Further information
regarding the transaction will be included in an information circular and/or proxy statement to be mailed to shareholders of both
Progressive Waste and Waste Connections.
Time to
Close
The transaction
is expected to close in the second quarter of 2016.
Advisors
Morgan Stanley
& Co. LLC is serving as lead financial advisor to Waste Connections along with Stifel, Nicolaus & Company, Incorporated,
Bank of America Merrill Lynch and Wells Fargo Securities, LLC as co-advisors. Locke Lord LLP and Bennett Jones LLP are serving
as legal counsel. Morgan Stanley & Co. LLC provided a fairness opinion to the Waste Connections Board of Directors.
J.P. Morgan
Securities LLC is serving as sole financial advisor to Progressive Waste, and Stikeman Elliott LLP and Weil, Gotshal & Manges
LLP are serving as legal counsel. J.P. Morgan Securities LLC and BMO Capital Markets each provided a fairness opinion to the Progressive
Waste Board of Directors.
Conference
Call / Webcast
Waste Connections
and Progressive Waste will host a joint conference call today at 8:30 a.m. ET. To access the call, listeners should dial (800)
408-6335 (within North America) or (303) 223-4368 (international), no passcode required. Participants should dial in 10 minutes
prior to the scheduled start time. A replay of the conference call will be available until January 26, 2016, by calling (800)
633-8284 (within North America) or (402) 977-9140 (international) and entering Passcode #21804032. A live webcast of the conference
call will also be available in the investor relations sections of the Waste Connections and Progressive Waste websites.
Additional
information with respect to the transaction will be posted in the investor relations sections of the Waste Connections and Progressive
Waste websites.
About
Waste Connections
Waste
Connections, Inc. is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling
services in mostly exclusive and secondary markets. Through its R360 Environmental Solutions subsidiary, the Company is also a
leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural
resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more
than two million residential, commercial, industrial, and exploration and production customers from a network of operations in
32 states. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.
Waste Connections, Inc. was founded in September 1997 and is headquartered in The Woodlands, Texas.
For more information,
visit the Waste Connections web site at www.wasteconnections.com. Copies of financial information, including this release,
are available on the Waste Connections website or through contacting us directly at (832) 442-2200.
About Progressive
Waste
As one of North
America's largest full-service waste management companies, Progressive Waste Solutions Ltd. provides non-hazardous solid waste
collection, recycling and disposal services to commercial, industrial, municipal and residential customers in 14 U.S. states and
the District of Columbia and six Canadian provinces. Progressive Waste serves its customers with vertically integrated collection
and disposal assets. Progressive Waste's shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under
the symbol “BIN”.
To find out
more about Progressive Waste, visit its website at www.progressivewaste.com.
Definitions
(A) Adjusted
EBITDA: Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a
performance and valuation measure in the solid waste industry. Waste Connections’ management uses adjusted EBITDA as one
of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections
defines adjusted EBITDA as net income, plus income tax provision, plus interest expense, plus depreciation and amortization expense,
plus closure and post-closure accretion expense, plus or minus any loss or gain on disposal of assets, plus other expense, less
other income. The Company further adjusts this calculation to exclude the effects of other items management believes impact the
ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction
with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently.
(B) Adjusted
Free Cash Flow: Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by
investors as a valuation and liquidity measure in the solid waste industry. Waste Connections’ management uses adjusted
free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations.
Waste Connections defines adjusted free cash flow as net cash provided by operating activities, plus proceeds from disposal of
assets, plus or minus change in book overdraft, plus excess tax benefit associated with equity-based compensation, less capital
expenditures for property and equipment and distributions to non-controlling interests. The Company further adjusts this calculation
to exclude the effects of items management believes impact the ability to assess the operating performance of its business. This
measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies
may calculate adjusted free cash flow differently.
Safe Harbor and Forward-looking
Information
This document
includes forward-looking statements (which includes “forward-looking information” within the meaning of applicable
Canadian securities laws). These forward-looking statements are not based on historical facts but instead reflect Progressive
Waste's or Waste Connections’ respective management’s expectations, estimates or projections concerning future results
or events. These forward-looking statements are often identified by the words “may,” “might,” “believes,”
“thinks,” “anticipates,” “plans,” “expects,” “intends” or similar
expressions and include statements regarding (1) expectations regarding whether the transaction, including the merger, the issuance
of the merger consideration and the proposed share consolidation of Progressive Waste, will be consummated, including whether
conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction, (2) expectations
for the effects of the transaction or the ability of the combined company to successfully achieve business objectives, including
integrating the companies or the effects of unexpected costs, liabilities or delays, (3) the potential benefits and synergies
of the transaction, including expected cost savings and tax benefits and (4) expectations for other economic, business, and/or
competitive factors. Although Waste Connections and Progressive Waste believe that the expectations reflected in such forward-looking
statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements,
as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the
combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking
statements include the following: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory
and shareholder approvals and the satisfaction of other conditions to the consummation of the proposed transactions on the proposed
terms and schedule; the ability of Waste Connections and Progressive Waste to successfully integrate their respective operations
and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact of the
announcement or consummation of the proposed transactions on relationships, including with employees, suppliers, customers and
competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes
in applicable laws; significant competition that Waste Connections and Progressive Waste face; compliance with extensive government
regulation; and the diversion of management time on the proposed transactions. These forward-looking statements may be affected
by risks and uncertainties in the business of Waste Connections and Progressive Waste and market conditions. This information
is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Waste Connections
and Progressive Waste with the U.S. Securities and Exchange Commission, including Waste Connections’ quarterly reports on
Form 10-Q and its annual report on Form 10-K for the year ended December 31, 2014, and Progressive Waste’s quarterly reports
on Form 6-K and its year-end report for the year ended December 31, 2014, as well as in Progressive Waste’s filings with
the Canadian securities regulators. Waste Connections and Progressive Waste wish to caution readers that certain important factors
may have affected and could in the future affect their actual results and could cause their actual results for subsequent periods
to differ materially from those expressed in any forward-looking statement made by or on behalf of Waste Connections or Progressive
Waste. Neither Waste Connections nor Progressive Waste undertakes any obligation to update forward-looking statements to reflect
events or circumstances after the date hereof, except as may be specifically required by applicable securities laws.
No Offer or Solicitation
This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction.
Additional Information
and Where to Find It
In connection
with the transaction, Progressive Waste, as the parent company resulting from the transaction, intends to file with the SEC a
registration statement on Form F-4 that will include the joint proxy statement/prospectus of Waste Connections and Progressive
Waste, Progressive Waste’s information circular in respect of the meeting of its shareholders to approve the issuance of
the merger consideration, and other relevant documents to be mailed by Waste Connections and Progressive Waste to their respective
security holders in connection with the proposed transaction of Waste Connections and Progressive Waste. Progressive Waste’s
information circular will also be filed with the Canadian securities regulators. WE URGE INVESTORS AND SECURITY HOLDERS TO READ
THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS, AND THE INFORMATION CIRCULAR AND ANY OTHER RELEVANT
DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Waste Connections, Progressive Waste
and the proposed transaction. Investors and security holders will be able to obtain these materials (when they are available)
and other documents filed with the SEC and the Canadian securities regulators free of charge at the SEC’s website, www.sec.gov
and at the System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrators
at www.sedar.com. In addition, a copy of the registration statement on Form F-4 and joint proxy statement/prospectus and information
circular (when it becomes available) may be obtained free of charge from Progressive Waste’s internet website for investors
at http://investor.progressivewaste.com, and from Waste Connections’ investor relations website at http://wasteconnections.investorroom.com.
Investors and security holders may also read and copy any reports, statements and other information filed by Waste Connections
or Progressive Waste, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the Solicitation
of Votes
Waste Connections
and its directors, executive officers and certain other members of management and employees may be deemed to be participants in
the solicitation of proxies for its security holder approvals to be obtained for the proposed transaction. Information regarding
Waste Connections’ directors and executive officers is available in its proxy statement filed with the SEC by Waste Connections
on April 2, 2015 in connection with its 2015 annual meeting of stockholders. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the joint proxy statement/prospectus, Progressive Waste’s registration statement and information circular and other relevant
materials to be filed with the SEC and the Canadian securities regulators when they become available.
| CONTACTS FOR WASTE CONNECTIONS: |
CONTACT FOR PROGRESSIVE WASTE: |
| |
|
| Worthing Jackman / (832) 442-2266 |
Chaya Cooperberg / (905) 532-7517 |
| worthingj@wasteconnections.com |
chaya.cooperberg@progressivewaste.com |
| |
|
| Mary Anne Whitney / (832) 442-2253 |
Joele Frank, Wilkinson Brimmer Katcher |
| maryannew@wasteconnections.com |
Meaghan Repko / Joseph Sala / Andrew Squire |
| |
(212) 355-4449 |
