SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
February 17, 2010
 Keith A. Carrigan Vice Chairman and Chief Executive Officer IESI-BFC Ltd. 135 Queens Plate Drive, Suite 300 Toronto, Ontario, Canada  M9W6VI
Re: IESI-BFC Ltd.
Registration Statement on Form F-4  Filed January 19, 2010
  File No. 333-164402

Dear Mr. Carrigan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please note that we may have commen ts on the legal opinion, preliminary proxy
card and other exhibits once they are file d.  Please understand that we will need
adequate time to review these materials before effectiveness.

Keith A. Carrigan
IESI-BFC Ltd.
February 17, 2010 Page 2   Calculation of Registration Fee Table

2. We note that the sum of the shares in footnote 1 does not equal the amount of
shares to be registered in the table.  Please revise or explain to us why the numbers are different.

3. Please clarify whether the 5,753,740 shares you refer to in footnote (1)(b) of the
fee table are intended to cover any additional shares that may be issued as a result
of an exchange ratio adjustment for an  excessive decline in IESI-BFC’s share
price.  Your current statement that thes e shares may be issuable in IESI-BFC’s
“sole discretion” does not seem to be c onsistent with your disclosures about the
merger agreement’s requirement to adjust  the ratio in this circumstance.  We
understand that while IESI-BFC originally had the discretion to provide the additional consideration in the form of cash or stock or both, it later irrevocably
waived its right to pay in cash.

Letter to WSI Shareholders

4. Please ensure that the letter to WSI shar eholders, which also serves as a cover
page for the prospectus, contains all of  the information required by Item 501 of
Regulation S-K.  In this regard, please disclose the total num ber of shares being
offered by IESI-BFC in the merger.

Inside Front Cover Page of the Prospectus

5. Please disclose (1) that the prospectus  incorporates important business and
financial information and (2) that this in formation is available without charge, as
required by Item 2(1) and (2) of Form F-4.

Merger Consideration, pages 6 and 85

6. Where you discuss the adjustment to the exchange ratio to compensate for an
excessive decline in the IES I-BFC share price, please state the share prices that
would trigger an adjustment where possible.  For example, please give the actual
closing share price on November 10, 2009, a nd if true, clarify that no adjustment
to the share price will be made until th e IESI-BFC share price drops below $10.64
(80% of the $13.31 closing share price on November 10, 2009).

7. We understand that WSI is not required to complete the merger if IESI-BFC does
not increase the merger consideration follo wing a share price decline as described
in this section.  Please clarify whether IE SI-BFC has an obliga tion to increase the
consideration, such that it would be in breach of the agreement if it failed to pay the increased consideration, and whethe r it would be required to pay WSI a
termination fee if WSI was unwilling to  complete the merger absent the

Keith A. Carrigan
IESI-BFC Ltd.
February 17, 2010 Page 3
adjustment.  Please also clarify what WSI’s  intentions are if IESI-BFC does not
increase the consideration in this case.   For example, are there circumstances
under which WSI would waive this conditio n?  If so, would WSI resolicit the
shareholder vote?  Please al so consider whether any risk factor disclosure is
appropriate in response to this comment.
 Cautionary Statement Regarding Forward-Looking Statements, p. 24

8. Many of the statements in your registrati on statement relate to present facts or
conditions, rather than to hist orical facts or future even ts.  In light of this, the
phrase in parentheses at the end of the fi rst sentence in the first paragraph on page
24 and the words at the end of the fourth  sentence of that paragraph (“and any
other statements that are not  historical facts”) appear to define forward-looking
statements too broadly.  Please make the appropriate revisions to this paragraph.
 The rights of WSI stockholde rs will change as a result of the merger, page 28

9. Please revise this risk fa ctor to explain why there are risks associated with
changes in the rights of WSI stockholders , and identify any changes that present
specific risks you discuss.

IESI-BFC qualifies as a “foreign private issuer” in the United States, and is exempt from
certain U.S. reporting requirements, page 30

10. We note that you introduce the risk that you would fail to be a foreign private
issuer at the end of the ca ptioned risk factor, which di scusses the risks associated
with being a foreign private issuer.  Pl ease discuss the failure to qualify as a
foreign private issuer in a separate risk factor.  In this regard, we note that the
disclosures on page F-173 indicate that you have more than 50% of your assets
located in the U.S.  Your risk factor should explain that retaining your foreign
private issuer status depends solely upon U.S. residents owning less than half of
your outstanding voting securities,  sin ce more than 50% of your assets are
located in the U.S.  Please also disclo se, if possible, the percentage of your
outstanding voting securities you anticipate being held by U.S. residents after the transaction has taken place.

Background of the Merger, page 54

11. Please elaborate on why the parties deci ded to resume discussions about a
transaction in August 2009.  Please also elaborate on the extent to which WSI
discussed a transaction with  the private equity firms in 2008.  We note that WSI
did not reach an agreement with either  firm, but it is unclear whether the
discussions were only preliminary, the extent to which due diligence was
conducted, whether any terms or consider ation were offered or discussed, and

Keith A. Carrigan
IESI-BFC Ltd.
February 17, 2010 Page 4
who terminated the discussions and why.

12. Please explain how and when the parties arrived at the exchange ratio.

13. We note that WSI engaged CIBC to act as  its financial advisor on November 9,
2009.  Please elaborate on WSI’s method of  selection of CIBC, as required by
Item 1015(b)(3) of Regulation M-A.  Note th at this requirement is distinct from
the requirement to discuss the qualifications of CIBC, which you appear to have
done on page 65 under the heading “General.”

14. We note that one of WSI’s board member s was not present at the November 11
meeting when the merger was approved by WSI’s board.  Please revise all of the
references to the board’s “unanimous ” approval of the merger throughout the
proxy statement/prospectus accordingly.

15. Please elaborate on the negotiation of the potential adjustment to the exchange
ratio for significant declines in the pri ce of IESI-BFC’s shares.  Please also
discuss why IESI-BFC committed to pay for any such adjustment in the form of
shares and not cash after the merger agreement was entered into.
 Opinion of Financial Advisor to the WSI Board of Directors, page 58

16. Provide us supplementally with copies of any board books or similar materials that CIBC presented to the board in connect ion with its findings and analysis.  We
may have further comments upon review of the board books.

17. We note disclosure in the fourth full paragraph on page 60 that  the opinion states
that it may not be published, etc. without  the prior written consent of CIBC.
Please revise this disclosure to state that the CIBC has consented to the use of the opinion in the registration statement.

Analysis of Precedent Transaction, page 62

18. Please explain what analysis underlies the ratios shown in th e column entitled
“Transaction” versus the column entitled “Peer Group”.

19. In the last paragraph under this subh eading, please explain what significant
judgments and assumptions CIBC made in th is analysis.  The first paragraph of
the analysis states that CIBC compared the ratio of the total enterprise value paid
for the target to the traili ng 12 month EBITDA for the targ et, so it is unclear what
types of judgments and assumptions  were made in the analysis.

Keith A. Carrigan
IESI-BFC Ltd.
February 17, 2010 Page 5   General, page 65

20. We note that CIBC has provided services  to both WSI and IESI-BFC during the
two years prior to the date of CIBC’s opi nion.  In addition to the description of
the services that you have provided to the parties, please also disclose the amount
of compensation paid or to paid for these services, as required by Item 1015(b)(4) of Regulation M-A.

21. Please discuss the term of the Engagement Letter over which the monthly $75,000 of Work Fees applies, and clearly disclose  the total amount of Work Fees paid or
payable.  Please also explain more cl early how the Work Fees are “credited”
against the Initial Opinion Fee.  For ex ample, does this mean that the Initial
Opinion Fee is reduced by the amount of the Work Fees, or that the Work Fees are reduced by the amount of the Initial Opinion Fee?  Inve stors should have a
clear understanding of th e total amount of fees paid or payable in connection with
the fairness opinion.

WSI Unaudited Prospective Financial Information, page 67

22. We note the disclaimer of responsibility at  the end of the first paragraph.  While it
may be acceptable to include qualifyi ng language regarding the prospective
information and subjective analyses, such information must still have a reasonable basis, and it is inappropriate to disclaim responsibility for statements made in the
proxy statement/prospectus.  Please remove this disclaimer.
 Material United State Federal Income Tax Consequences, page 73

23. Please remove phrases qualifying this as a “general discussion” of tax consequences that are “generally app licable” to shareholders, and that the
discussion is “for general information only,”  as this type of language may suggest
that shareholders are not entitled to rely on the disclosure.

24. Throughout this discussion, as well as the tax discussion in the Q&A and
Summary sections, you state th at the parties “intend” fo r the merger to qualify as
a reorganization, for the parties to be “par ties to the reorgani zation” and for IESI-
BFC to be treated as a corporation under section 367(a) of the Code.  You also
state the tax consequences to holders “assu ming” that these facts are true, and that
holders “generally” will be tr eated as described.  Please revise all of these and any
similar references to provide a more definitive statement of the tax consequences to shareholders, and to remove assumpti ons of the legal conclusions underlying
the opinions.  Counsel must opine on these ma tters as part of its tax opinion; they
cannot be assumed.

Keith A. Carrigan
IESI-BFC Ltd.
February 17, 2010 Page 6
25. The discussion that you provide regardi ng tax consequences should be based
upon, or should constitute an opinion of c ounsel.  Please identify counsel in this
section.  You must also file  a signed tax opinion prior to  effectiveness, as required
by Item 601(b)(8) of Regulation S-K.  It is  not sufficient to file forms of opinion
that will be delivered prior to closing pursuant to your merger agreement unless
such delivery is a non-waivable closi ng condition.  The terms of your merger
agreement do not suggest that delivery of the tax opinions cannot be waived.

Certain U.S. Federal Income Tax Consequences of the Merger, page 74

26. Please remove the word “Certain” from th is subheading.  You must describe the
material U.S. federal income tax consequences of the merger.

Directors and Officers Follo wing the Merger, page 86

27. We note that WSI will nominate two i ndividuals who will be appointed as
directors of IESI-BFC upon consummation of the merger.  If these individuals are
identified prior to effectiveness of the registration statement, please identify these
individuals and include all of  the information about them that is required by Item
6.A of Form 20-F and if applicable, Item s 6.B, 6.E and 7.B of Form 20-F, all as
required by Item 18(a)(7) of Form F-4.  Pl ease also file the consents of such
individuals to being named in the registration statement, as required by Rule 438
of Regulation C.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
of IESI-BFC
 Definitions of EBITDA and Free Cash Flow, page 116

28. It appears that the measure that is  referred to as EBITDA includes other
adjustments that are not generally in cluded in EBITDA as commonly defined.
Please revise your disclosures to refer to this measure as Adjusted EBITDA
instead of EBITDA.

Review of Operations – For the Three a nd Nine Months Ended September 30, 2009, page
119

29. Please expand/revise your discussion under results of operations for all periods to
quantify each factor you cite as impacting your operations.  For example, on page
121 you disclose that the dec line in Canadian segment operating costs was due to
lower disposal, transportation and vehicle costs, partially offset by higher labor
expense due in part to acquisitions.  Ho wever, you have not quantified the impact
of all of these items. We encourage you to provide qua ntification of amounts and
further clarification throughout your  discussion, including your results by

Keith A. Carrigan
IESI-BFC Ltd.
February 17, 2010 Page 7
segment.  See Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources, page 132

30. Please revise your table of c ontractual cash obligations to include a separate line
item for the estimated interest payments on your debt as well as the payments
related to your derivative agreements.  Because the table is aimed at increasing
transparency of cash flows, we believe th ese payments should be included in the
table.  Please also disclose any assumpti ons you made to derive these amounts.
You may consider calculating interest expense based on the interest rate as of the
most recent balance sheet date.

Critical Accounting Estimates
 Goodwill, page 167

31. In the interest of providing readers w ith a better insight into management’s
judgments in accounting for goodwill, please consider disclosing the following in MD&A:

• Identifying the reporting unit(s)  to which goodwill applies;

• Sufficient information to enable a re ader to understand how you apply your
market multiple based approach an d discounted cash flow methodology in
estimating the fair value of your long-lived assets; and
 • Explain how the assumptions and methodologies in the current year have
changed since the prior year highlig hting the impact of any changes.

32. Please enhance your discussion of the November 2009 goodwill impairment test
for the U.S. northeastern segment as follows:

• Provide a description of the methods a nd key assumptions used to determine
fair value of the reporting unit and how the key assumptions were determined;

• Discuss the uncertainty associated with  the key assumptions.