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
April 8, 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.
Amendment No. 1 to Registrati on Statement on Form F-4
Filed March 17, 2010
  File No. 333-164402

Dear Mr. Carrigan:

We have reviewed your filing and have the following comments.

Amendment No. 1 to Form F-4

General

1. Please provide Tandy language signed by an  authorized representative of the
company.

Calculation of Registration Fee Table, page 2

2. We note your response to question 3 of our  letter dated February 17, 2010.  Please
revise to clarify that you may issue th e 5,753,740 shares in your sole discretion in
the event of a decline in the company’ s stock price pursuant to the merger
agreement.

Letter to WSI Shareholders

3. We note that the disclosure of the 29,930,674 maximum amount of shares offered
is different than the 29,934,952 estimated maximum amount of shares offered in
the calculation of Registration Fee Ta ble.  Please explain or revise.

Keith A. Carrigan
IESI-BFC Ltd.
April 8, 2010 Page 2    Merger Consideration, page 6

4. We note your response to prior comment 6 regarding WSI’s intentions regarding a
possible waiver of the exchange ratio adjustment provisions.  As this document also serves WSI’s proxy statement, WSI should clarify whether there are
circumstances under which it is likely th at WSI would waive this provision (or
any other condition of the me rger agreement), and if s o, whether it would resolicit
the WSI shareholder vote.

Background of the Merger, page 54

5. We note your response to comment 11 in our letter dated February 17, 2010.
Please elaborate on what prompted the par ties to initiate discussions with one
another about a transacti on on October 15, 2009.  Plea se also elaborate on the
extent to which WSI discussed a transa ction with the othe r publicly traded
company in September 2009.  We note that WSI did not reach an  agreement with
the other publicly traded company, but it is unclear whether the discussions were
only preliminary, the extent to which due diligence was conducted, whether any
terms or consideration were offered or discussed, and who terminated the
discussions and why.

6. In connection with our prior comment 15, please further discuss how the parties
determined the terms of the adjustment to  the exchange ratio.  For example, how
did they determine that the thresholds for activating the adju stment provisions?
How did they determine the other companies in the basket?  We note your disclosure on page 55 that WSI insisted  upon some exchange ratio adjustment for
the protection of its shareholders.

General, page 65

7. We note your response to comment 21 in our letter dated February 17, 2010.
Please disclose the term of the Engage ment Letter over which the monthly Work
Fees accrue, including the commencement and ending dates.  We note your
disclosure that if a shareholder meeti ng takes place in mid-April, CIBC will be
entitled to five months of Work Fees totaling $375,000, but it is  unclear why this
is the case.  Similarly, you refer to Work Fees applicable to the months following
the WSI shareholder meeting, but it is unc lear why Work Fees would be charged
for this period, what work is being perf ormed during this period, or when this
period would terminate.  Please also expl ain more clearly how the Work Fees are
“credited” against the Initial Opinion Fee.  The example you have provided
suggests that only the Work Fees accrued after the shareholder meeting will be
credited against the Initial Opinion Fee.  It is not clear whether Work Fees also accrued for any periods prior to the meeti ng or delivery of the opinion, and if so,
whether they are also credited against the Initial Opinion Fee and therefore not

Keith A. Carrigan
IESI-BFC Ltd.
April 8, 2010 Page 3
paid. Investors should have a clear understanding of the total amount of fees paid
or payable in connection with the fairness opinion.

  Material U.S. Federal Income Tax C onsequences of the Merger, page 74

8. We note your statement in the first para graph that counsels have opined that the
merger will qualify as a reorganization for tax purposes.  Please revise the second
paragraph to also state as clearly that th e material tax consequences of the merger
to stockholders that are described on  page 75 are counsels’ opinions.

9. We note your response to question 23 in  our letter dated February 17, 2010.
Please revise the disclosure in the first paragraph of page 78 to remove the phrases qualifying this as a discussion for “general information only” as this type
of language may suggest that shareholde rs are not entitled  to rely on the
disclosure.

Material Canadian Federal Inco me Tax Considerations, page 78

10. Please identify counsel who has given its opinion as to the matters discussed in
this section.  Further, as Torys has filed a short-form opinion as Exhibit 8.3 to the
registration statement, please expressly state that the discussion constitutes
counsel’s opinion. Please also remove phras es qualifying this as a summary of a
“general nature only”, which may suggest that stockholders are not entitled to rely
on the discussion.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
of IESI-BFC
Critical Accounting Estimates
Goodwill, page 149

11. We have read your response to comment 32 from our letter dated February 17,
2010.  Your response indicates that you did not re-perform interim goodwill
impairment tests for any of your reporting units from May 1, 2009 to the date of
your F-4 amendment on March 17, 2010.  However, this seems inconsistent with disclosures previously found on page 167 of your Form F-4 filed January 10,
2010.  Those previously filed disclosures stated that interim impairment tests were performed for your U.S. northeast segment but  the testing results indicated that no
goodwill had been impaired.  Please explain this apparent discrepancy and revise your filing as necessary to disclose both the extent to which any interim goodwill
impairment testing was performed as well as the specific circumstances that caused management to determine interim goodwill testing was appropriate at that
time.  Please also disclose whether or not the estimated fair value of each of your

Keith A. Carrigan
IESI-BFC Ltd.
April 8, 2010 Page 4
reporting units “substantially” exceeds the unit’s carrying value as of December 31, 2009.

12. As a related matter, in futu re filings, if any of your re porting units have estimated
fair values that are not “substantially” in  excess of the carr ying value and if the
goodwill for these reporting units, in the aggregate or individually, if impaired, could materially impact your operating resu lts or total sharehol ders’ equity, please
provide the following additional disclosures for each of these reporting units:
• Identify the reporting unit;

• Quantify the percentage by which fair va lue exceeds the carrying value as of
the most-recent step-one test;

• Disclose the amount of goodwill asso ciated with the reporting unit;

• Provide a description of the assumptions that drive the estimated fair value;

• Provide a discussion of the uncertainty associated with the key assumptions.
For example, to the extent that you have included assumptions in your discounted cash flow model that mate rially deviate from your historical
results, please include a disc ussion of these assumptions; and

• Provide a discussion of any potential events and/or circumstances that could
have a negative effect to the estimated fair value.

13. If you have determined that the estima ted fair value “substantially” exceeds the
carrying value for all of your reporting units, please disclose this determination in
future filings.  Please also provide the above disclosures, as applicable, for any
long-lived assets or asset groups for which fair value is not substantially in excess
of the carrying value and, any potential futu re impairment could materially impact
your operating results or tota l shareholders’ equity.  Pl ease refer to Item 303 of
Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of
Financial Reporting Poli cies for guidance.
 Unaudited Pro Forma Condensed Combined Financial Statements

5. Pro Forma Earnings Per Share, page 268

14. On page F-120, you disclose that on February 11, 2010, you called for the
exchange of all outstanding participati ng preferred shares for common stock.
Please tell us what consideration you ga ve to including this transaction in your
pro forma financial statements.

Keith A. Carrigan
IESI-BFC Ltd.
April 8, 2010 Page 5   Financial Statements- IESI-BFC Ltd

Consolidated Balance Sheet, page F-75

15. Please present your historical shares au thorized, issued and outstanding on the
face of your balance sheet.  S ee Rule 5-02.29 of Regulation S-X.

16. We have read your response to comment 40 from our letter dated February 17,
2010.  Please revise your balan ce sheets to separately labe l both the totals related
to IESI-BFC Ltd shareholders’ equity and tota l equity.

17. Please revise to explain the reason fo r the signatures at the bottom of your
consolidated balance sheets or remove them accordingly.
 Consolidated Statements of Cash Flows, page F-77

18. Please confirm that your statements of cash flows include a ll amounts related to
the non-controlling interest.  For example, your statement of equity indicates that
total dividends for fiscal 2009 were $78.5 million of which $9.7 million pertained to the non-controlling interest.  Your cash flow statement reflects $70,849 of
dividends paid to share and participating preferred shareholders and distributions
paid to unitholders.  It is  unclear whether this difference is attributable to
dividends declared but unpaid as of yea r-end or if your statement of cash flows
does not reflect the dividends paid to the non-controlling interest .  Please advise
or revise accordingly.
 19. Equity

Accumulated other comprehensive (loss) income, page F-108

19. Please revise to quantify each of the components of accumulated other comprehensive (loss) income for each period presented.  Please refer to FASB ASC 220-10-45-14.
 Item 22. Undertakings, page II-4

20. Please include the undertaking purs uant to Item 512(a)(5)(ii).

Legal Opinions, Exhibits 8.1, 8.2 and 8.3

21. In Exhibits 8.1, 8.2 and 8.3, please have counsel  revise its opinions to specifically
consent to the discussion of the opinion in  the proxy statement/prospectus, as well
as to being named in the registration statement and to the reproduction of the
opinion as an exhibit.

Keith A. Carrigan
IESI-BFC Ltd.
April 8, 2010 Page 6
22. In Exhibit 8.3, please have counsel revise  its opinion to provi de that the tax
discussion in the proxy statement/prospectus constitutes counsel’s opinion.  As currently drafted, it appears that counsel is opining on the quality of the summary as accurate.

Form 40-F

Disclosure Controls and Procedures, page 2
23. We note your statement that a “control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met,” and th at your officers believe the disclosure
controls and procedures are effective at th e reasonable assurance level.  In future
filings, please state clearly, if true, that your disclosure  controls and procedures
are designed to  provide reasonable assurance of achieving their objectives.  In the
alternative, remove the reference to th e level of assurance of your disclosure
controls and procedures.  Please refer to  Section II.F.4 of Management’s Reports
on Internal Control Over Fi nancial Reporting and Certification of Disclosure in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our
website at http://www.sec.gov/rules/final/33-8238.htm .

Risk Factors, page 17

24. In future filings containing risk factor  disclosure, please refrain from using
qualifying or limiting statements in the intr oductory paragraph, such as references
to other risks that you do not currently deem material or of which you are
currently unaware. In  view of the requirements of Item 503(c) of Regulation S-K,
such qualifications and limitations are inappr opriate.  Your risk factor disclosure
should address all of the material risks th at you face.  If you do not deem risks
material, you should not ma ke reference to them.
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Keith A. Carrigan
IESI-BFC Ltd. April 8, 2010 Page 7    You may contact Ernest Greene, Staf f Accountant at (202) 551-3733 or Lisa
Haynes, Senior Accountant at  (202) 551-3424 if you have ques tions regarding comments
on the financial statements and related ma tters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551-3345 or me at (202) 551-3760 with any other questions.

     S i n c e r e l y ,          Pamela Long
Assistant Director
cc: Joris M. Hogan, Esq. (via facsimile 212/682-0200)  Daniel P. Raglan, Esq.
 Torys LLP  237 Park Avenue  New York, New York 10017