Waste Connections, Inc. · TSX:WCN
Waste Connections — Merger or Acquisition (January 2016)
24 slides from Waste Connections's merger presentation, Jan 19, 2016
Slide 1: A Compelling Combination for Shareholders
A Compelling Combination for Shareholders 1 January 19, 2016
Slide 2: Safe Harbor and Forward-Looking Information
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 Prog
Slide 3: No Offer or Solicitation
No Offer or Solicitation This document 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 prio
Slide 4: Additional Information and Where to Find It
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
Slide 5: Participants in the Solicitation of Votes
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 . I n
Slide 6: Transaction Overview
Transaction Overview Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Slide 7: Compelling Transaction for Shareholders of Both Companies
Compelling Transaction for Shareholders of Both Companies 7 ▪ Combines complementary footprints under Waste Connections’ proven management team with long - term track record of shareholder value creation ▪ Retains Waste Connections’ commitment to differentiated strategy ▪ Combined year 1 adjusted EB
Slide 8: Transaction at a Glance
Transaction at a Glance Structure ▪ All - stock transaction; reverse merger ▪ ~70% owned by Waste Connections stockholders (WCN) ▪ ~30% owned by Progressive Waste Solutions shareholders (BIN) ▪ Canadian domicile with dual listing on NYSE and TSX Shareholder Consideration ▪ WCN stockholders will rece
Slide 9: Company Highlights
Company Highlights Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Slide 10: Waste Connections: Investment Highlights
Waste Connections: Investment Highlights 10 ▪ Third largest solid waste and leading oilfield waste company in the U.S. − $8.5 billion enterprise value; $5 billion assets; 7,000 employees ▪ Differentiated strategy focused on secondary and exclusive markets ▪ Differentiated results − Sector - leadin
Slide 11: Waste Connections: Differentiated Strategy
Waste Connections: Differentiated Strategy 11 Success Within Solid Waste Industry Driven By : ▪ Market selection ▪ Asset and contractual positioning ▪ Execution at the local level Focus On: ▪ Exclusive markets − Vertically integrated or non - integrated ▪ Competitive markets − Secondary markets with
Slide 12: Waste Connections: Leading Sector Metrics
Waste Connections: Leading Sector Metrics 12 _______________________________________________________ 2015e based on analyst projections and Company guidance. * Non GAAP measures; as defined by companies. 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 2013 2014 2015e Price Growth WM RSG WCN -1.5% -1.0% -0.5% 0.0
Slide 13: Waste Connections: 10-Year Leading TSR
Waste Connections: 10 - Year Leading TSR 13 As of 12/31/15 289% 148% 129% 0 100 200 300 400 2006 2007 2008 2008 2009 2010 2011 2012 2013 2014 2015 WCN WM RSG S&P 500 S&P/TSX Composite Index 103% 53%
Slide 14: Progressive Waste: Company Highlights
Progressive Waste: Company Highlights 14 ▪ One of the largest solid waste management companies in North America − Over 4 million commercial, industrial and residential customers − Top 3 market share position in over 80% of its markets − More than 7,800 employees ▪ Strong vertically integrated asset
Slide 15: WCN + BIN
WCN + BIN Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Slide 16: Complementary Operational Footprint
Complementary Operational Footprint 16 Legend Corporate HQ Regional HQ/Office Collection Transfer Disposal / Landfill Recycling Intermodal E&P Transfer E&P Processing & Disposal
Slide 17: Combination Creates an Industry Leader
Combination Creates an Industry Leader 17 xx% xx% Pro Forma Revenue by Service Line 69% 19% 3% 6% 3% Collection Transfer & Disposal Recycling E&P Waste Treatment Other ~$4.1 Billion 1 As of LTM 9/30/15 ~ $4.1 billion pro forma revenue 14,800+ employees, with new opportunities for growth and developm
Slide 18: Financially Compelling Combination
Financially Compelling Combination 18 ▪ Transaction will create a North American industry leader in waste management with pro forma revenue of ~$4.1 billion ▪ More than 20% accretion in year 1 adjusted free cash flow/share ▪ Combined company will benefit from Waste Connections’ free cash flow (B) ma
Slide 19: Roadmap to Completion
Roadmap to Completion Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Slide 20: Seamless Integration
Seamless Integration 20 ▪ Closing − Obtain regulatory approvals, including TSX approval − Waste Connections and Progressive Waste shareholder approvals − Expected to close in second quarter of 2016 ▪ Integration − Coordinated integration teams led by WCN and BIN management − Well - defined integrati
Slide 21: Compelling Transaction for Shareholders of Both Companies
Compelling Transaction for Shareholders of Both Companies 21 ▪ Brings together complementary footprints under Waste Connections’ proven management team with long - term track record of shareholder value creation ▪ Retains Waste Connections’ commitment to differentiated strategy ▪ Combined year 1 adj
Slide 22: Appendix
Appendix
Slide 23: Definitions of Non-GAAP Measures
Definitions of Non - GAAP Measures (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 o
Slide 24: Corporate Headquarters and Investor Contacts
CORPORATE HEADQUARTERS 3 Waterway Square Place, Suite 110 The Woodlands, TX 77380 (832) 442 - 2200 INVESTOR CONTACTS Worthing Jackman, EVP CFO Phone : (832) 442 - 2266 worthingj@wasteconnections.com Mary Anne Whitney, VP Finance Phone : (832) 442 - 2253 maryannew@wasteconnections.com http://wastecon
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