SecProbe.io

CORRESP
1
filename1.htm

April 19,
2010

By Hand & Via Edgar

Pamela Long

Assistant
Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

  Re:

  IESI-BFC
  Ltd.

  Amendment
  No. 1 to Registration Statement on Form F-4

  Filed
  March 17, 2010

  File
  No. 333-164402

Dear
Ms. Long:

On
behalf of our client, IESI-BFC Ltd. (the “Company”), we are responding
to the comments of the staff of the Securities and Exchange Commission (the “Staff”),
set forth in its letter of April 8, 2010 to Keith A. Carrigan, Vice
Chairman and Chief Executive Officer of the Company (the “Comment Letter”),
with respect to the Company’s Amendment No. 1 (“Amendment No. 1”)
to its Registration Statement on Form F-4 (File No. 333-164402) (the “Registration
Statement”).  Amendment No. 1
was filed on March 17, 2010.

On
the date hereof, the Company has filed Amendment No. 2 to the Registration
Statement (“Amendment No. 2”) incorporating the revisions described
herein.  To assist the Staff in reviewing
this letter, we will separately deliver to you and Ms. Haywood, by hand, a
copy of this letter, along with a marked copy of Amendment No. 2 showing
changes made against Amendment No. 1.
If you would like to receive additional copies of any of these materials,
please do not hesitate to contact us.

To
facilitate the Staff’s review, we have included in this letter the captions and
numbered comments in bold text and have provided the Company’s responses
immediately following each numbered comment.
Unless otherwise noted, page references in the text of this letter
correspond to the pages in Amendment No. 2.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in Amendment No. 2.

Amendment
No. 1 to Form F-4

General

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

Response.

In response to the Staff’s comment, the Tandy
representations have been made by an authorized representative of the Company
in its letter dated April 19, 2010, which is attached
hereto as Exhibit A and was separately submitted to the Staff as
correspondence by hand and via Edgar on the date hereof.

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 the 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.

Response.

In response to the Staff’s
comment, the Company has revised footnote 1(b) to the “Calculation of
Registration Fee” table to read as follows:

“and
(b) 5,753,740, which (under the terms of the merger agreement) IESI-BFC
may elect to issue in its sole discretion in the event of a decline in IESI-BFC’s
stock price.”

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 Table.  Please explain or revise.

Response.

In response to the Staff’s
comment, the “Calculation of Registration Fee” table has been revised to
conform to the statement in the Letter to WSI shareholders that IESI-BFC
expects to issue a maximum of 29,930,674 common shares in the merger.

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

2

whether there are
circumstances under which it is likely that WSI would waive this provision (or
any other condition of the merger agreement), and if so, whether it would
resolicit the WSI shareholder vote.

Response.

In response to the Staff’s
comment, and with the approval of WSI, the Company has revised the disclosure
on page 13 of Amendment No. 2 to add a new paragraph immediately
above “The Merger Agreement May Be Terminated Under
Some Circumstances (page 97)”.

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 parties to initiate discussions with one another
about a transaction on October 15, 2009.
Please also elaborate on the extent to which WSI discussed a transaction
with the other 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.

Response.

In response to the Staff’s
comment, and with the approval of WSI, the Company has revised the disclosure on
page 54 of Amendment No. 2 to address the reasons for initiating the
discussions on October 15, 2009 and the extent of discussions with the
other publicly traded company in September 2009.

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 adjustment
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.

Response.

In response to the Staff’s
comment, the Company has revised the ninth paragraph on page 55 of
Amendment No. 2 to further disclose how the parties determined the terms
of the adjustment to the exchange ratio.

3

General, page 65

7.                                       We note your response to comment 21 in our letter dated
February 17, 2010.  Please disclose
the term of the Engagement Letter over which the monthly Work Fees accrue,
including the commencement and ending dates.
We note your disclosure that if a shareholder meeting 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 unclear why Work Fees would be charged for
this period, what work is being performed during this period, or when this
period would terminate.  Please also
explain 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 meeting or delivery of the opinion, and if
so, whether they are also credited against the Initial Opinion Fee and
therefore not paid.  Investors should
have a clear understanding of the total amount of fees paid or payable in
connection with the fairness opinion.

Response.

In response to the Staff’s
comment, the Company has revised its disclosure on page 66 of Amendment No. 2
to:  (i) disclose the term of the
Engagement Letter (including commencement and ending dates); (ii) clarify
that Work Fees do not accrue following a WSI shareholder meeting; and (iii) further
clarify how Work Fees are calculated during the term of the engagement.

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

8.                                       We note your statement in the first paragraph 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 the material tax consequences of the
merger to stockholders that are described on page 75 are counsels’
opinions.

Response.

In response to the Staff’s
comment, the Company has revised the fifth full paragraph on page 74 of
Amendment No. 2 to state clearly that the material tax consequences of the
merger to stockholders as described on pages 74 and 75 of Amendment No. 2
are counsels’ opinions.

4

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 shareholders are not entitled to rely on the
disclosure.

Response.

In response to the Staff’s
comment, the Company has revised the disclosure in the last full paragraph of page 77
of Amendment No. 2 to remove the phrase “for general information only”.

Material
Canadian Federal Income Tax Considerations, page 78

10.                                 Please identify counsel who has given its opinion as
to the matters discussed in this section.
Further, as Tory’s 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 phrases qualifying this as a summary of a “general nature only”,
which may suggest that stockholders are not entitled to rely on the discussion.

Response.

In response to the Staff’s
comment, the Company has revised the disclosure in the first sentence under “Material
Canadian Federal Income Tax Considerations” on page 78 of Amendment No. 2
to identify counsel who has given its opinion as to the matters discussed and
to expressly state that the discussion constitutes such counsel’s opinion, and
has further removed phrases in pages 78 through 80 of Amendment No. 2
which may have been interpreted as qualifying 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

5

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 reporting
units “substantially” exceeds the unit’s carrying value as of December 31,
2009.

Response.

The Company’s disclosure in
the third paragraph on page 167 of its January 19, 2010 filing of the
Registration Statement erroneously stated that “IESI-BFC conducted its review
in November 2009 . . .” whereas the review was actually conducted in November 2008.
The Company revised its disclosure on impairment testing in Amendment No. 1,
which can now be located in the last paragraph on page 149 of Amendment No. 2
and the first two paragraphs on page 150 of Amendment No. 2.

In response to the Staff’s
comment, the Company has revised the last paragraph on page 149 of Amendment
No. 2 to clarify that the results of the April 30, 2009 annual impairment test
showed that the fair value of each of the Company’s reporting units
substantially exceeded their carrying amounts.

Furthermore, in response to
the Staff’s comment, the Company has revised the first full paragraph on page 150
of Amendment No. 2 to clarify that, in light of prevailing economic and
financial conditions of the economy in the fourth quarter of 2009, the Company
reviewed the requirements to perform the test for impairment in advance of its
annual test on April 30, 2010 but concluded that it had no reason to believe
the prevailing economic and financial conditions indicated a possible
impairment in any of its reporting units as of December 31, 2009. As such, the
Company did not re-perform its test for impairment of goodwill.

12.                                 As a related matter, in future filings, if any of your
reporting units have estimated fair values that are not “substantially” in
excess of the carrying value and if the goodwill for these reporting units, in
the aggregate or individually, if impaired, could materially impact your
operating results or total shareholders’ equity, please provide the following
additional disclosures for each of these reporting units:

·                  Identify the reporting unit;

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

·                  Disclose the amount of goodwill associated
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 materially deviate from your historical results, please
include a discussion 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.

6

Response.

In response to the Staff’s
comment, the Company has advised us that it shall in future filings provide the
disclosures suggested above in the event any of the Company’s reporting units
have estimated fair values that are not “substantially” in excess of the
carrying value and if the goodwill for these reporting units, in the aggregate
or individually, if impaired, could materially impact the Company’s operating
results or total shareholders’ equity.

13.                                 If you have determined that the estimated 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 future impairment could
materially impact your operating results or total shareholders’ equity.  Please refer to Item 303 of Regulation S-K
and Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting
Policies for guidance.

Response.

In response to the Staff’s
comment, the Company has advised us that it shall in future filings disclose if
it makes any determination that the estimated fair value “substantially” exceeds
the carrying value for all of its reporting units and shall 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 future
impairment could materially impact the Company’s operating results or total
shareholders’ equity.

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 participating preferred
shares for common stock.  Please tell us
what consideration you gave to including this transaction in your pro forma
financial statements.

Response.

In response to the Staff’s
commen