SEC Comment Letter for Waste Connections, Inc. (WCN) (CIK 0001318220) (WCN) — Jun 1, 2010
Waste Connections, Inc. (WCN) (CIK 0001318220)
Date: June 1, 2010 · CIK: 0001318220 · Accession: 0000000000-10-030187
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-164402
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Via U.S. Mail and Facsimile Mail Stop 4631 May 28, 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. 3 to Registrati on Statement on Form F-4 Filed May 18, 2010 File No. 333-164402
Dear Mr. Carrigan:
We have reviewed your filing and have the following comments.
Amendment No. 3 to Form F-4
Summary The Merger Agreement, page 11
1. Please revise your disclosures here and el sewhere as appropriate to disclose, if known, the timeframe in which you expect to reach agreement with the Canadian Commissioner of Competition regarding the po tential divestiture of certain assets. Please also disclose, if known, the assets to be disposed of and if material, quantify the impact that the disposal is expected to have on your statement of operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of IESI-BFC Definitions of Adjusted EBIT DA and Free cash flow, page 114
2. In the last sentence before the tabular information on page 116, please remove the
Keith A. Carrigan IESI-BFC Ltd. May 28, 2010 Page 2 statement that the information is provi ded “for convenience and informational purposes only,” as this may suggest to invest ors that they are not entitled to rely on the information.
Review OF Operations – For the Th ree Months Ended March 31, 2010, page 119
3. Please expand/revise your discussion unde r results of operations for the three months ended March 31, 2010 to quantify each factor you cite as impacting your operations. For example, on page 121 you disclose that the incr ease in U.S. south segment operating costs was due to higher labor and vehicle operating costs. However, you have not quantified the impact of all of these it ems, therefore the extent to which each of these items im pacted the segment’s operating costs is unclear. We encourage you to provide quantification of amounts and further clarification throughout your discussion where possible, including your results by segment. See Item 303(a)(3) of Regulation S-K.
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
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Via U.S. Mail and Facsimile
Mail Stop 4631
May 28, 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. 3 to Registrati on Statement on Form F-4
Filed May 18, 2010
File No. 333-164402
Dear Mr. Carrigan:
We have reviewed your filing and have the following comments.
Amendment No. 3 to Form F-4
Summary
The Merger Agreement, page 11
1. Please revise your disclosures here and el sewhere as appropriate to disclose, if
known, the timeframe in which you expect to reach agreement with the Canadian
Commissioner of Competition regarding the po tential divestiture of certain assets.
Please also disclose, if known, the assets to be disposed of and if material,
quantify the impact that the disposal is expected to have on your statement of
operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
of IESI-BFC
Definitions of Adjusted EBIT DA and Free cash flow, page 114
2. In the last sentence before the tabular information on page 116, please remove the
Keith A. Carrigan
IESI-BFC Ltd. May 28, 2010 Page 2
statement that the information is provi ded “for convenience and informational
purposes only,” as this may suggest to invest ors that they are not entitled to rely
on the information.
Review OF Operations – For the Th ree Months Ended March 31, 2010, page 119
3. Please expand/revise your discussion unde r results of operations for the three
months ended March 31, 2010 to quantify each factor you cite as impacting your
operations. For example, on page 121 you disclose that the incr ease in U.S. south
segment operating costs was due to higher labor and vehicle operating costs.
However, you have not quantified the impact of all of these it ems, therefore the
extent to which each of these items im pacted the segment’s operating costs is
unclear. We encourage you to provide quantification of amounts and further
clarification throughout your discussion where possible, including your results by
segment. See Item 303(a)(3) of Regulation S-K.
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