Date: February 12, 2009
Source: BFI Canada Ltd.
BFI Canada Ltd. Announces C$81 Million Bought Deal Financing
BFI Canada Ltd. (the "Corporation") (TSX: BFC) today announced it has entered into an agreement with a syndicate of underwriters co-led by TD Securities Inc., RBC Capital Markets and CIBC World Markets Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 8,500,000 common shares from BFI Canada Ltd. at a price of C$9.50 per share, for aggregate gross proceeds to the Corporation of approximately C$81 million.
In addition, BFI Canada Ltd. has agreed to grant to the Underwriters an option to purchase up to an additional 1,275,000 common shares at a price of C$9.50 per share, on the same terms and conditions, exercisable, in whole or in part, until the date that is 30 days following closing. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the offering to BFI Canada Ltd. will be approximately C$93 million.
BFI Canada Ltd. intends to use the net proceeds to repay a portion of the outstanding borrowings under its U.S. senior revolving credit facility.
"This equity financing deleverages our balance sheet and positions us to focus our efforts on the business and future opportunities," said Keith Carrigan, Vice Chairman and Chief Executive Officer of BFI Canada Ltd. "In addition, the net proceeds will be fully applied to the U.S. credit facility, removing the risk associated with the U.S. covenant adjustment which goes into effect on March 31, 2009."
Closing is expected to occur on or about March 6, 2009 and is subject to the approval of the Toronto Stock Exchange and the securities regulatory authorities.
Preliminary Financial Results for the Year Ended December 31, 2008
BFI Canada Ltd.'s preliminary financial results for fiscal 2008 include:
Total consolidated revenues expected between C$1,114 million and C$1,117 million, an increase in excess of 21% year over year
Total EBITDA expected between C$307 million and C$310 million, an increase in excess of 11.4% year over year
Organic Canadian and US segment revenue growth, which excludes acquisitions and fuel and environmental surcharges, of approximately 9.7% and 2.4% year over year, respectively
The Corporation is scheduled to release its full results for the three and twelve months ended December 31, 2008, on February 26, 2009.
The shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
This document may contain forward-looking statements relating to the operations of the Corporation or to the environment in which it operates, which are based on estimates, forecasts and projections. Forward-looking information is not a guarantee of future performance and involves risks and uncertainties that are difficult to predict, or are beyond management's control. A number of factors could cause actual outcomes and results to differ materially from those estimated, forecast or projected. These factors include those set forth in the Fund's Annual Information Form ("AIF") for the year ended December 31, 2007 and the Fund's Management Information Circular dated August 26, 2008. The preliminary financial results for the year ended December 31, 2008 are preliminary and unaudited and subject to change. Consequently, readers should not rely on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Although the forward-looking information contained herein is based on what management believes to be reasonable assumptions, users are cautioned that actual results may differ. Management disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
References to "EBITDA" in herein are to "income before the following" on the consolidated statement of operations and comprehensive income (loss). "Income before the following" excludes some or all of the following: "amortization, interest on long-term debt, financing costs, net gain or loss on sale of capital and landfill assets, net gain or loss on financial instruments, net foreign exchange gain or loss, write-off of deferred financing costs, other expenses, income taxes, and non-controlling interest". EBITDA is a term used by the Corporation that does not have a standardized meaning prescribed by Canadian generally accepted accounting principles ("GAAP") and is therefore unlikely to be comparable to similar measures used by other issuers. EBITDA is a measure of the Corporation's operating profitability, and by definition, excludes certain items as detailed above. These items are viewed by management as either non-cash (in the case of amortization, certain financing costs, write-off of deferred financing costs, net gain or loss on financial instruments, net foreign exchange gain or loss, and future income taxes) or non-operating (in the case of interest on long-term debt, net gain or loss on sale of capital and landfill assets, certain financing costs, other expenses, current income taxes, and non-controlling interest). EBITDA is a useful financial and operating metric for management, the Corporation's directors, and its lenders. For a more detailed discussion on EBITDA and related non-GAAP measures, readers are referred to the disclosure contained in the Corporation's management discussion and analysis as filed on SEDAR (www.sedar.com).
About BFI Canada Ltd.
The Corporation, through its operating subsidiaries, is one of North America's largest full-service waste management companies, providing non-hazardous solid waste ("waste") collection and disposal services to commercial, industrial, municipal and residential customers in five Canadian provinces and ten states in the United States ("U.S."). The Corporation provides service to over 1.8 million customers with vertically integrated collection and disposal assets. The Corporation's Canadian segment operates under the BFI Canada brand and is Canada's second largest full-service waste management company providing vertically integrated waste collection and disposal services in the provinces of British Columbia, Alberta, Manitoba, Ontario, and Quebec. This segment provides service to 20 Canadian markets and operates five landfills, four transfer collection stations, seven material recovery facilities ("MRFs"), and one landfill gas to energy facility. The Corporation's U.S. south and northeast segments, collectively the U.S. segment or U.S. segments, operate under the IESI brand and provide vertically integrated waste collection and disposal services in two geographic regions: the south, consisting of various service areas in Texas, Louisiana, Oklahoma, Arkansas, Mississippi, and Missouri, and the northeast, consisting of various service areas in New York, New Jersey, Pennsylvania, and Maryland. This segment provides service to 39 U.S. markets and operates 17 landfills, 31 transfer collection stations, 10 MRFs, and one transportation operation. The Corporation's shares are listed on the Toronto Stock Exchange under the symbol BFC. For more information on BFI Canada Ltd., visit www.bficanada.com.
BFI Canada Ltd.
Director, Investor Relations and Corporate Communications
Tel: (416) 401-7729