SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Mary Anne Whitney
Chief Financial Officer
Waste Connections, Inc.
6220 Hwy 7, Suite 600
Woodbridge, Ontario L4H 4G3
Canada

 Re: Waste Connections, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 13, 2025
 File No. 001-34370
Dear Mary Anne Whitney:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Waste Connections, Inc.

 6220 Hwy 7, Suite 600

 Woodbridge, Ontario, L4H 4G3

 Canada

 September 19, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 Washington, D.C. 20549

 Attn:
 Lily Dang

 Robert Babula

 RE:
 Waste Connections, Inc.
 (the " Company ")

 Form 10-K for the Fiscal Year ended December 31, 2024

 Filed February 13, 2025

 File No. 001-34370

 Ladies and Gentlemen:

 This letter responds to the written comment that
the Company received from the Staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and
Exchange Commission (the " Commission ") on September 8, 2025. For your convenience, the Company's response is
prefaced by the Commission's comment in bold text. All capitalized terms used but not defined herein shall have the meanings given
to them in the Company's Form 10-K for the Fiscal Year Ended December 31, 2024.

 Form 10-K for the Fiscal Year ended December
31, 2024

 Financial Statements

 Note 13 – Commitments and Contingencies, page 122

 Legal Proceedings, page 123

 1.
 We note that you identify six matters of litigation on pages 123-129 that could have a material adverse effect on your business,
financial condition, results of operations or cash flows, although for each you state that you are "not able to determine the likelihood
of any outcome." We also note that you include various risk factors concerning these matters under Item 1A. For example, on page
35, you reference environmental problems and state that these "could result in substantial remediation costs, regulatory enforcement
actions and related fines or potential litigation," and on page 46, you reference litigation and governmental proceedings and state
 "the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require
substantial payments, adversely affecting our consolidated financial condition, results of operations and cash flows."

 U.S. Securities and Exchange Commission

 September 19, 2025

 Page 2

 Please expand your disclosures to clarify the extent of any accounting
that has been reflected in your financial statements for such matters, to include the extent of any accruals that you have made
and the periods impacted, also to specify the range of reasonably possible additional loss for each matter, or to clarify if such an
estimate is not possible in which case also specify the amounts of any claims for damages and penalties, where such claims have been
quantified by the counterparties.

 Given the significant level of estimation uncertainty that appears
to be characteristic of the difficulty you express in understanding the prospects for resolution, it appears that you should also
expand your disclosures in (i) MD&A to include qualitative and quantitative information regarding the estimation uncertainty and the
impact the critical accounting estimate has had, or is reasonably likely to have, on your financial condition and results of operations,
to address the critical accounting estimate disclosure requirements in Item 303(b)(3) of Regulation S-K, and (ii) Note 3 to your financial
statements to describe the policy that you have formulated, based on the guidance in FASB ASC 450-20, as to the accounting and disclosures
related to loss contingencies, to comply with FASB ASC 235-10-50-1.

 Response:

 The Company acknowledges the Staff's comment.
FASB ASC 450-20-50-4 requires, if a loss contingency is reasonably possible, disclosure of the nature of the contingency and an estimate
of the possible loss or range of loss or a statement that such an estimate cannot be made. The Company respectfully confirms that in
each of the matters referenced on pages 123 through 129 of its Annual Report on Form 10-K for the year ended December 31, 2024 (the " Annual
Report "), the Company is unable to estimate a range of potential losses due to the early stage of proceedings, factual disputes,
uncertainty regarding the plaintiffs' or relevant government agencies' damages or penalties sought, and the inherent uncertainty
in the legal process. In addition, except to the limited extent noted below, the respective plaintiffs and state or federal governmental
agencies, as applicable, have not specified the damages and penalties being sought, such that the Company is currently unable to specify
the amounts of claims for damages and penalties. We address each of the six items in the Annual Report in more detail below, with a description
of certain supplemental disclosures we will make in the future, where applicable, in order to address the Staff's comment. The
Company confirms that it will continue to review and assess potential exposure to litigation in each period, and will update its periodic
disclosures accordingly, including providing an estimate of possible loss in accordance with ASC 450-20-50-3 to 50-4 when such information
is available.

 · Several distinct matters are summarized under the caption "Jefferson Parish, Louisiana
 Landfill Litigation". Regarding the matter referred to in the Annual Report as the Addison action, we note that our
 subsequently filed Quarterly Reports on Form 10-Q have updated this disclosure to report that the Company entered into a settlement
 agreement with the plaintiffs in June 2025, for an amount not material to the Company's financial statements, and that the
 court has dismissed the matter with prejudice. Regarding the matter referred to in the Annual Report as the Ictech-Bendeck action,
 we draw your attention to the statement on page 124 of the Annual Report that the putative class plaintiffs sought unspecified
 damages. We further draw your attention to the Company's subsequently filed Quarterly Reports on Form 10-Q, which have updated
 this matter to report that after the court denied class status, the Company reached an agreement in principle in July 2025 with the
 five individual remaining plaintiffs to settle these matters for an amount not material to the Company's financial statements,
 and the court dismissed the action without prejudice pending finalization of that settlement agreement. In light of the settlements
 noted above, the Company does not believe that additional disclosure relating to the accounting for the Addison or Ictech-Bendeck
 actions is warranted.

 U.S. Securities and Exchange Commission

 September 19, 2025

 Page 3

 · The matters described under the caption "Chiquita Canyon LLC Lawsuit against Los Angeles County" relate to the terms of
a conditional use permit for our subsidiary Chiquita Canyon LLC authorizing the continued use and expansion of the Chiquita Canyon Landfill.
As the Annual Report describes, CCL and the County entered into a settlement agreement in 2022 outlining agreed-upon modifications to
CCL's CUP. As noted in the Annual Report, the County failed to present the CUP modification to the County's Regional Planning
Commission for approval as contemplated by the settlement agreement by the end of 2024 or provide a viable alternative solution to address
the severe tonnage restrictions that applied to disposal operations absent the CUP modification. As a result, maintaining ongoing operations
at the CC Landfill was no longer economically viable and CCL closed active waste disposal operations at the end of 2024. In light of these
developments, the status of the litigation over the CUP as well as the modified CUP itself is subject to substantial uncertainty. The
matter does not involve a claim for damages, however, and is unlikely to involve a significant payment to the County under its current
posture. The Company does not believe that additional disclosure relating to the accounting for this matter is warranted.

 · The matter described under the caption "December 11, 2017 Notice of Violation Regarding Certain CUP Conditions" in the
Annual Report is a lawsuit filed by CCL against Los Angeles County and its Department of Regional Planning challenging a notice of violation
issued by the County related to a fee imposed under the CUP described above. CCL subsequently paid the fee under protest, along with an
administrative penalty and a noncompliance fee. As such, it is unlikely to involve a significant additional payment to the County under
its current posture. The Company does not believe that additional disclosure relating to the accounting for this matter is warranted.

 · The matters under the caption "Elevated Temperature Landfill Event" relate to certain
 notices of violation, summaries of violation or findings of violation by the South Coast Air Quality Management District, the Los
 Angeles Regional Water Quality Control Board, the California Department of Toxic Substances Control and the U.S. Environmental
 Protection Agency. Except to the limited extent noted below, none of these NOVs, SOVs, or FOV quantify penalties sought by the
 relevant governmental agency, other than in certain cases outlining the potential maximum amounts permitted to be sought by the
 agency under the applicable statutes. In late 2024, CCL and SCAQMD engaged in preliminary settlement discussions that included
 quantification of potential payments for a portion of the SCAQMD NOVs-in amounts not material to the Company's financial
 statements-but the parties remained far apart. CCL subsequently closed the CC Landfill effective January 1, 2025, and no
 discussions have taken place since. The Company's statement that it is unable to determine the likely penalties that the
 regulatory agencies will seek remains accurate. In future filings, if we remain unable to reasonably estimate the possible loss or
 range of loss, we will also clarify that we are unable to do so, and, if applicable, will indicate the penalties sought.

 · The matters identified under the caption "Chiquita Canyon Landfill Civil Litigation" in
 the Annual Report are all in the preliminary, pre-discovery phase. The Company has indicated in its filings the nature of the
 allegations. None of the plaintiffs has to date quantified their claims or damages in their complaints or other filings. In future
 filings, if we remain unable to reasonably estimate the possible loss or range of loss, we will also clarify that we are unable to
 do so, and, if applicable, will indicate the damages sought.

 · The matter identified as "County of Los Angeles Litigation" remains in a preliminary stage. The Company's existing
disclosure has outlined the nature of the claims alleged. The County has not quantified a claim for damages in its pleading. We note the
Company's statement on page 129 of the Annual Report that the Company is unable to determine the potential penalty amount that the
County may seek. The pleading simply references two sources of potential statutory penalties. In future filings, if we remain unable to
reasonably estimate the possible loss or range of loss, we will also clarify that we are unable to do so, and, if applicable, will indicate
the damages sought.

 U.S. Securities and Exchange Commission

 September 19, 2025

 Page 4

 We also acknowledge the Staff's
comment on critical accounting estimate disclosure requirements in Management's Discussion and Analysis under Item 303(b)(3) of
Regulation S-K, and on the significant accounting policy disclosure under Note 3 to the audited financial statements in our Annual Report.

 In future filings, we will include disclosure in "Management's Discussion and Analysis of Financial Condition and Results of Operations"
in our annual reports on Form 10-K, substantially as set forth below:

 Loss
Contingencies . We record accruals for various contingencies including legal exposures as they arise in the normal course of
business. We determine whether to disclose and accrue for loss contingencies based on an assessment of whether the risk of loss is remote,
reasonably possible, or probable, and if it can be reasonably estimated. Our assessment is developed in consultation with our internal
and external counsel and other advisors and is based on an analysis of possible outcomes under various strategies. Loss contingency assumptions
involve judgments that are inherently subjective and can involve matters that are in litigation, which, by its nature, is unpredictable.
We believe that our qualitative and quantitative assessment of the probability of loss contingencies is reasonable, but because of the
subjectivity involved and the unpredictable nature of the subject matter at issue, our assessment may prove ultimately to be incorrect,
which could harm our financial condition, operating results, or cash flow.

 In response to the Staff's
comment, the Company will revise Note 3 (Summary of Significant Accounting Policies) to the audited financial statements in future filings
of our annual reports on Form 10-K to include a description of its accounting policy for loss contingencies, substantially as set forth
below:

 Loss Contingencies

 In the normal course of our
business we are subject to various litigation, claims, and regulatory matters. In accordance with authoritative guidance on accounting
for contingencies, we disclose or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably
possible, or probable, and whether the amount can be reasonably estimated. We accrue a liability when a loss is both probable and reasonably
estimable. If a loss is reasonably possible but not estimable, we disclose the nature of the contingency and, if known, the range of potential
loss or a statement that such an estimate cannot be made. Management develops its assessment based on information available to us and
an analysis of possible outcomes under various strategies.

 U.S. Securities and Exchange Commission

 September 19, 2025

 Page 5

 If you or any member of the Staff has any questions
regarding the responses set forth herein, please contact the undersigned at (832) 442-2253.

 Sincerely,

 /s/ Mary Anne Whitney

 Mary Anne Whitney

 Executive Vice President and Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 8, 2025

Mary Anne Whitney
Chief Financial Officer
Waste Connections, Inc.
6220 Hwy 7, Suite 600
Woodbridge, Ontario L4H 4G3
Canada

 Re: Waste Connections, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 13, 2025
 File No. 001-34370
Dear Mary Anne Whitney:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
Note 13 - Commitments and Contingencies, page 122
Legal Proceedings, page 123

1. We note that you identify six matters of litigation on pages 123-129
that could have a
 material adverse effect on your business, financial condition, results
of operations or
 cash flows, although for each you state that you are "not able to
determine the
 likelihood of any outcome." We also note that you include various risk
factors
 concerning these matters under Item 1A. For example, on page 35, you
reference
 environmental problems and state that these "could result in substantial
remediation
 costs, regulatory enforcement actions and related fines or potential
litigation," and on
 page 46, you reference litigation and governmental proceedings and state
"the
 possible outcomes or resolutions to these matters could include adverse
judgments or
 settlements, either of which could require substantial payments,
adversely affecting
 our consolidated financial condition, results of operations and cash
flows."
 September 8, 2025
Page 2

 Please expand your disclosures to clarify the extent of any accounting
that has
 been reflected in your financial statements for such matters, to include
the extent of
 any accruals that you have made and the periods impacted, also to
specify the range of
 reasonably possible additional loss for each matter, or to clarify if
such an estimate is
 not possible in which case also specify the amounts of any claims for
damages and
 penalties, where such claims have been quantified by the counterparties.

 Given the significant level of estimation uncertainty that appears to be
characteristic
 of the difficulty you express in understanding the prospects for
resolution, it appears
 that you should also expand your disclosures in (i) MD&A to include
qualitative and
 quantitative information regarding the estimation uncertainty and the
impact the
 critical accounting estimate has had, or is reasonably likely to have,
on your financial
 condition and results of operations, to address the critical accounting
estimate
 disclosure requirements in Item 303(b)(3) of Regulation S-K, and (ii)
Note 3 to your
 financial statements to describe the policy that you have formulated,
based on the
 guidance in FASB ASC 450-20, as to the accounting and disclosures
related to loss
 contingencies, to comply with FASB ASC 235-10-50-1.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Lily Dang at 202-551-3867 or Robert Babula at
202-551-3339 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 21, 2023
Worthing Jackman
President and Chief Executive Officer
Waste Connections, Inc.
6220 Hwy 7, Suite 600
Woodbridge
Ontario L4H 4G3
Canada
Re:Waste Connections, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 16, 2023
File No. 001-34370
Dear Worthing Jackman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Waste Connections, Inc.

6220 Hwy 7, Suite 600

Woodbridge, Ontario L4H 4G3

Canada

March 13, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 Attn: Joseph Klinko

Gus Rodriguez

 RE: Waste Connections, Inc. (the “Company”)

Form 10-K for the Fiscal Year ended December 31, 2022

Filed February 16, 2023

File No. 001-34370

Ladies and Gentlemen:

This letter responds to the comments that the
Company received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission” or the “SEC”) on February 28, 2023. For your convenience, the
Company’s responses are prefaced by the Commission’s comments in bold text. All capitalized terms used but not defined herein
shall have the meanings given to them in the Company’s Form 10-K for the Fiscal Year Ended December 31, 2022.

Form 10-K for the Fiscal Year ended
December 31, 2022

Non-GAAP Financial Measures, page 72

1.            We
note your disclosure explaining that you present a measure of adjusted free cash flow because it is widely used as a liquidity measure
in the solid waste industry. You include a reconciliation between this non-GAAP measure and net cash flows provided by operating activities,
which is generally regarded as a liquidity measure, and identify adjustments for various cash transactions in defining the measure. However,
you also disclose that you are using the adjusted free cash flow measures to evaluate and monitor the ongoing financial performance of
your operations and explain that you “further adjust” the calculation to exclude the effects of items that you believe impact
your ability to assess the operating performance of the business.

Please expand your disclosure to explain how
management is using the non-GAAP adjusted free cash flow measures to assess performance, include the reasons you believe the measures
are useful to investors, and provide a reconciliation between the most directly comparable GAAP measure of performance and your non-GAAP
measures to comply with Item 10(e)(1)(i)(B) and (C) of Regulation S-K.

U.S. Securities and Exchange Commission

March 13, 2023

Page 2

Please also revise your description of adjusted
free cash flow to encompass all of the adjustments depicted in your reconciliation and to clarify why distributions to noncontrolling
interests are mentioned but do not appear in the reconciliation.

Response:

In response to the Staff’s comments, going
forward we propose to adjust our disclosure to clarify that adjusted free cash flow is a liquidity measure only. We believe that net cash
provided by operating activities, the most comparable GAAP financial measure, has been sufficiently reconciled to adjusted free cash flow,
and that the reconciliation complies with Item 10(e)(1)(i)(B) and (C) of Regulation S-K.

Beginning with our disclosures for the 2023 fiscal
period and including interim periods thereof, we will update the introductory commentary of our disclosure to read substantially as follows:

“We present adjusted free cash flow,
a non-GAAP financial measure, supplementally because it is widely used by investors as a liquidity measure in the solid waste industry.
We calculate adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds
from disposal of assets, less capital expenditures for property and equipment and periodic distributions to noncontrolling interests.
We further adjust this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of
our business operations. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures.
Other companies may calculate adjusted free cash flow differently.”

If you or any member of the Staff has any questions
regarding the responses set forth herein, please contact the undersigned at (832) 442-2253.

   Sincerely,

    /s/ Mary Anne Whitney

    Mary Anne Whitney

    Executive Vice President and Chief Financial Officer

    cc:
    Worthing F. Jackman – President and Chief Executive Officer

United States securities and exchange commission logo
February 28, 2023
Worthing Jackman
President and Chief Executive Officer
Waste Connections, Inc.
6220 Hwy 7, Suite 600
Woodbridge
Ontario L4H 4G3
Canada
Re:Waste Connections, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 16, 2023
File No. 001-34370
Dear Worthing Jackman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Non-GAAP Financial Measures, page 72
1.We note your disclosure explaining that you present a measure of adjusted free cash flow
because it is widely used as a liquidity measure in the solid waste industry. You include a
reconciliation between this non-GAAP measure and net cash flows provided by operating
activities, which is generally regarded as a liquidity measure, and identify adjustments for
various cash transactions in defining the measure.

However, you also disclose that you are using the adjusted free cash flow measures to
evaluate and monitor the ongoing financial performance of your operations and explain
that you “further adjust” the calculation to exclude the effects of items that you believe
impact your ability to assess the operating performance of the business.

 FirstName LastNameWorthing Jackman
 Comapany NameWaste Connections, Inc.
 February 28, 2023 Page 2
 FirstName LastName
Worthing Jackman
Waste Connections, Inc.
February 28, 2023
Page 2

Please expand your disclosure to explain how management is using the non-GAAP
adjusted free cash flow measures to assess performance, include the reasons you believe
the measures are useful to investors, and provide a reconciliation between the most
directly comparable GAAP measure of performance and your non-GAAP measures to
comply with Item 10(e)(1)(i)(B) and (C) of Regulation S-K.

Please also revise your description of adjusted free cash flow to encompass all of the
adjustments depicted in your reconciliation and to clarify why distributions to non-
controlling interests are mentioned but do not appear in the reconciliation.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Gus Rodriguez,
Staff Accountant, at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

August 14, 2018
Worthing Jackman
Executive Vice President and Chief Financial Officer
Waste Connections, Inc.
610 Applewood Crescent, 2nd Floor
Vaughan
Ontario, L4K 0E3
Canada
Re:Waste Connections, Inc.
Form 10-Q for Fiscal Quarter Ended March 31, 2018
Filed May 2, 2018
File No. 001-34370
Dear Mr. Jackman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

August 2, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Attn:
    Tracie Mariner

    Tracey Houser

    RE:
    Waste Connections, Inc.

    Form 10-Q for Fiscal Quarter Ended March 31, 2018

    Filed May 2, 2018

    File No. 001-34370

Ladies and Gentlemen:

This letter responds to the comments that
Waste Connections, Inc. (the “Company”, “we”, “us” or “our”)
received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission” or the “SEC”) on July 9, 2018. For your convenience, the Company’s
responses are prefaced by the Commission’s comment in bold text. All capitalized terms used herein and not defined herein
shall have the meanings given to them in the Company’s Form 10-Q for the Fiscal Quarter Ended March 31, 2018.

Form 10-Q for the Fiscal Quarter
Ended March 31, 2018

3. New Accounting Standards

Revenue From Contracts With Customers, page 7

1. We note your disclosures on page 7 for the adoption of ASC 606, which appear to substantially
replicate the disclosures you provided on page 99 of your 2017 Form 10-K in accordance with SAB 74 rather than the disclosures
required by ASC 606-10-50. Please tell us your considerations of the disclosures set forth in ASC 606-10-50 (e.g. disaggregated
revenue, explanations of your performance obligations, transaction price allocated to remaining performance obligations, significant
judgements applied, determining the timing of satisfaction of each performance obligation, election of practical expedients, etc.).
We remind you of the guidance in Rule 10-01(a)(5) of Regulation S-X, which would elicit both annual and interim periods financial
statement disclosures prescribed by new accounting principles and practice in each quarterly report in the year of adoption.

    U.S. Securities and Exchange Commission

August 2, 2018
 Page 2

Company’s Response:

In response to the comments
received above, we have included additional disclosures to the Company’s Form 10-Q for the fiscal quarter ended June 30,
2018, filed on July 25, 2018 with the SEC (the “Form 10-Q”). We respectfully ask the Staff to consider the disclosures
in the Form 10-Q relating to revenue recognition as a direct response to the comments above on a prospective basis.

As described in Note
5, “Revenue”, to the Condensed Consolidated Financial Statements of the Form 10-Q (“Note 5”), the
Company generates revenue by providing waste collection, transfer, disposal and recycling services, non-hazardous exploration and
production waste treatment, recovery and disposal services and intermodal services. The factors that impact the timing and amount
of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes
revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes
deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided.

In accordance with ASC
606-10-50-5, we selected categories to present disaggregated revenue that depict how the nature, amount, timing, and uncertainty
of revenues and cash flows are affected by economic factors. The objective of the Company’s disaggregated revenue disclosure
is to provide the most useful information to users of the Company’s financial statements based on categories that are meaningful
to the Company’s business. The disaggregated revenue assessment requires judgment, depends on various entity-specific and
industry-specific factors and is not subject to a single prescribed factor as the basis for disaggregation.

Based on our evaluation,
we believe that the additional detail provided in Note 5 meets the disclosure objectives in ASC 606-10-50-5. We included a table
of disaggregated revenues reflecting a breakdown of our revenue by line of service. We also disclosed revenues by reportable segment
in Note 11, “Segment Reporting”, which further addresses the disclosure requirements under ASC 606-10-50-5. We continually
evaluate the most appropriate manner to disaggregate our revenues based on the evolution of our business and will revise our disclosures
in the future as necessary.

In accordance with 606-10-50-13
and 606-10-50-14, we disclosed in the “Revenue Recognition” section of Note 5 that we do not disclose the value of
unsatisfied performance obligations for our solid waste collection service contracts as our right to consideration corresponds
directly to the value provided to the customer for services completed to date, and all future variable consideration is allocated
to wholly unsatisfied performance obligations. Solid waste collection revenue from sources other than customer contracts primarily
relates to lease revenue associated with compactors. Revenue from these leasing arrangements was not material and represented an
insignificant amount of total revenue for each of the reported periods.

    U.S. Securities and Exchange Commission

August 2, 2018
 Page 3

In addition, in Note
5, we described significant judgments applied for each line of service including judgments related to the timing of satisfaction
of performance obligations and how the transaction price is determined in accordance with paragraphs 606-10-50-17, 606-10-50-19
and 606-10-50-20.

As described in Note
3, “Revenue From Contracts With Customers”, to the Condensed Consolidated Financial Statements, for contracts with
an effective term greater than one year, we applied ASC 606-10-50-14A(b)’s practical expedient that permits the exclusion
of unsatisfied performance obligations as our right to consideration corresponds directly to the value provided to the customer
for services completed to date, and all future variable consideration is allocated to wholly unsatisfied performance obligations.
In addition, we applied ASC 606-10-50-14a’s optional exemption for performance obligations related to contracts that have
an original expected duration of one year or less. We applied ASC 340-40-25-4’s practical expedient that permits an entity
to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset
that the entity would have recognized is one year or less.

In addition to the disclosures
described above, the Company has evaluated additional areas of the new standard for potential impact including discounts, free
service periods, rebates, and principal versus agent relationships, none of which resulted in a material impact on the Company’s
consolidated financial statements.

We would welcome the opportunity to discuss
these comments with you further. If you or any member of the Staff has any questions regarding the responses set forth herein,
please contact the undersigned at (832) 442-2253.

Sincerely,

    /s/ Mary Anne Whitney

    Mary Anne Whitney

    Senior Vice President and Chief Financial Officer

    cc:
    Michael Harlan, Chair, Audit Committee, Waste Connections, Inc.

    Jeff Deatsman, Partner, Grant Thornton, LLP

    David Taylor, Partner, Locke Lord LLP

July 9, 2018
Worthing Jackman
Executive Vice President and Chief Financial Officer
Waste Connections, Inc.
610 Applewood Crescent, 2nd Floor
Vaughan
Ontario, L4K 0E3
Canada
Re:Waste Connections, Inc.
Form 10-Q for Fiscal Quarter Ended March 31, 2018
Filed May 2, 2018
File No. 001-34370
Dear Mr. Jackman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Fiscal Quarter Ended March 31, 2018
3. New Accounting Standards
Revenue From Contracts With Customers, page 7
1.We note your disclosures on page 7 for the adoption of ASC 606, which appear to
substantially replicate the disclosures you provided on page 99 of your 2017 Form 10-K in
accordance with SAB 74 rather than the disclosures required by ASC 606-10-50.  Please
tell us your considerations of the disclosures set forth in ASC 606-10-50 (e.g.
disaggregated revenue, explanations of your performance obligations, transaction price
allocated to remaining performance obligations, significant judgements applied,
determining the timing of satisfaction of each performance obligation, election of practical

 FirstName LastNameWorthing Jackman
 Comapany NameWaste Connections, Inc.
 July 9, 2018 Page 2
 FirstName LastName
Worthing Jackman
Waste Connections, Inc.
July 9, 2018
Page 2
expedients, etc.).  We remind you of the guidance in Rule 10-01(a)(5) of Regulation S-X,
which would elicit both annual and interim periods financial statement disclosures
prescribed by new accounting principles and practice in each quarterly report in the year
of adoption.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tracie Mariner, Staff Accountant, at (202) 551-3744, or Tracey Houser,
Staff Accountant, at (202) 551-3736, if you have questions regarding comments on the financial
statements and related matters.  Please contact Terence O'Brien, Branch Chief, at (202) 551-3355
with any other questions.
Division of Corporation Finance
Office of Manufacturing and
Construction

Mail Stop 4631       April 26, 2016

Via E -mail
Loreto Grimaldi
Executive Vice President and Chief Legal Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K 0C3, Canada

Re: Progressive Waste Solutions Ltd.
Form 40-F for the Fiscal Year Ended December 31, 201 5
Filed March 3 , 2016
File No. 1-34370

Dear M r. Grimaldi :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exc hange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
      Office of Manufacturing and Construction

CORRESP
1
filename1.htm

PROGRESSIVE WASTE SOLUTIONS LTD.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario

L4K 0C3, Canada

VIA EDGAR

April 22, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, DC 20549-3628

Attn: Jay Ingram, Legal Branch Chief

Re:   Progressive Waste Solutions Ltd.

Registration Statement on Form F-4 (File No. 333-209896)

Dear Mr. Ingram:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Progressive Waste Solutions Ltd. (the “Registrant”) hereby respectfully requests that the effectiveness of the Registrant’s Registration Statement on Form F-4 (File No. 333-209896) filed on March 3, 2016 (as amended by Amendment No. 1 filed on April 11, 2016, Amendment No. 2 filed on April 20, 2016 and Amendment No. 3 filed on April 22, 2016, the “Registration Statement”), be accelerated by the Securities and Exchange Commission (the “Commission”) so that it may become effective at 3:00 p.m., Eastern time, on Monday, April 25, 2016, or as soon as reasonably practicable thereafter.

The Registrant hereby acknowledges the following:

·

should the Commission or the staff, acting pursuant   to delegated authority, declare the filing effective, it does not foreclose   the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting   pursuant to delegated authority, in declaring the filing effective, does not   relieve the Registrant from its full responsibility for the adequacy and   accuracy of the disclosure in the filing; and

·

the Registrant may not assert staff comments and the   declaration of effectiveness as a defense in any proceeding initiated by the   Commission or any person under the federal securities laws of the United   States.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Please call Matthew J. Gilroy (212-310-8961) to confirm the effectiveness of the Registration Statement.

Very truly yours,

PROGRESSIVE WASTE SOLUTIONS LTD.

By:

/s/ Loreto Grimaldi

Name:

Loreto Grimaldi

Title:

Executive   Vice President and Chief Legal

Officer

cc:

Patrick   J. Shea

Senior   Vice President, General Counsel and Secretary

Waste   Connections, Inc.

Matthew   J. Gilroy

Partner

Weil,   Gotshal & Manges LLP

David   F. Taylor

Partner

Locke   Lord LLP

CORRESP
1
filename1.htm

CONFIDENTIAL

VIA EDGAR

767 Fifth Avenue
   New York, NY 10153-0119
   +1 212 310 8000 tel
   +1 212 310 8007 fax

April 20, 2016

Via Hand Delivery

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:                             Progressive Waste Solutions Ltd.

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

Filed April 1, 2016

File No. 333-209896

Dear Mr. Ingram:

On behalf of our client, Progressive Waste Solutions Ltd. (the “Company”), please find below a response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) communicated to us on April 19, 2016 with regard to Amendment No. 1 to the Registration Statement on Form F-4 filed on April 1, 2016 (the “Registration Statement”).

The Company is filing concurrently with this letter an amendment to the Registration Statement (“Amendment No. 2”), which includes revisions to the Registration Statement in response to the Staff’s comments below.  In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with five copies of Amendment No. 2 marked to indicate changes from the Registration Statement filed on April 1, 2016.

Set forth below in bold are comments from the Staff’s letter.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.

Mr. Jay Ingram

Legal Branch Chief

April 20, 2016

Page 2

General

1.             We are continuing to evaluate your response to comment two in our letter dated March 29, 2016.

Response: Upon guidance received from the Staff during a telephonic conversation held on April 20, 2016, the disclosure has been revised on page 107 of Amendment No. 2, the consent of Weil, Gotshal & Manges LLP has been provided as Exhibit 23.4 and the consent of Locke Lord LLP has been provided as Exhibit 23.5.

2.             We note that one of the conditions to the merger is that there is no change to the Internal Revenue Code that will have “a material limitation on the ability to deduct for U.S. federal income tax purposes interest on any current or reasonably anticipated debt obligation… of Waste Connections… or any of its subsidiaries.” Further, we note that on April 5, 2016, Waste Connections filed a Form 425 and Progressive Waste filed a Form 6-K to indicate that based on an initial review of the U.S. Department of Treasury’s proposed tax regulations issued on April 4, 2016 that the “the companies believe that the proposed regulations could have an impact of less than 3% of the combined company expected Year 1 adjusted free cash flow.” In your amended registration statement, please discuss the potential impact of these proposed regulations on the merger, and also disclose why the companies believe that these proposed regulations will only impact first year free cash flows by 3%.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 33 of Amendment No. 2.

Unaudited Pro Forma Combined Financial Information, page 123

3.             In discussing the $8,084 tax benefit on $1,987 pro forma income before taxes, you state it does not reflect potential post-acquisition tax strategies expected to result in tax savings to the combined company. The predominance of the disclosure regarding potential additional tax savings could suggest you expect tax benefits at a rate even beyond the tax benefit of 407% of pro forma income. Please provide a more general discussion of the inverse relationship of pro forma income tax benefit of 407% of pro forma income and the limitations of this pro forma information. Clarify, if true, that the combined pro forma tax benefit is not a useful indicator of future results and provide or refer to a discussion of your known expectations.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 138 of Amendment No. 2. With respect to the Staff’s comment that Progressive “refer to a discussion of [its] known expectations”, we respectfully refer the Staff to the third paragraph of the disclosure in note 7.e to the Unaudited Pro Forma Combined Financial Information, which discloses

Mr. Jay Ingram

Legal Branch Chief

April 20, 2016

Page 3

Progressive’s expectation that while post-merger activities are expected to result in tax savings to the combined company, such activities have not yet been determined and are, therefore, not factually supportable for the purpose of incorporation into the pro forma financial information.

****

If you have any questions or would like to discuss any of the responses, please do not hesitate to call me at (212) 310-8961 or send me an e-mail (matthew.gilroy@weil.com).

Sincerely,

/s/ Matthew J. Gilroy

Matthew   J. Gilroy

cc:                                Loreto Grimaldi

Executive Vice President

and Chief Legal Officer

Progressive Waste Solutions Ltd.

Mail Stop 4631       April 19, 201 6

Via E -mail
Loreto Grimaldi
Executive Vice President and Chief Legal Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K 0C3, Canada

Re: Progressive Waste Solutions  Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed April 1 , 2016
  File No. 333-209896

Dear Mr. Grimaldi :

We have reviewed your response letter and the above -referenced filing, and have the
following comments.

General

1. We are continuing to evaluate your response to comment two in our letter dated March
29, 2016 .

2. We note that one of the conditions to the merger is that there is no change to the Internal
Revenue Code that will have “ a material limitation on the ability to deduct for U.S.
federal income tax purposes interest on any current or reasona bly anticipate d debt
obligation… of Waste Connections… or any of its subsidiaries .”  Further, we note that on
April 5, 2016, Waste Connections filed a Form 425 and Progressive Waste filed a Form
6-K to indicate that based on an initial review of the U.S. Department of T reasury’s
proposed tax regulations issued on April 4, 2016 that the “ the companies believe that the
proposed regulations could have an impact of less than 3% of the combined company
expected Year 1 adjusted free cash flow .”  In your amended registration st atement, please
discuss the potential impact of these proposed regulations on the merger, and also
disclose why the companies believe that these proposed regulations will only impact first
year free cash flows by 3%.

Unaudited Pro Forma Combined Financi al Information, page 123

3. In discussing the $8,084 tax benefit on $1,987 pro forma income before taxes, you state it
does not reflect potential post -acquisition tax strategies expected to result in tax savings
to the combined company.   The predominance of the disclosure regarding potential
additional tax savings could suggest you expect tax benefits at a rate even beyond the tax

Loreto Grimaldi
Progressive Waste Solutions  Ltd.
April 19, 2016
Page 2

 benefit of 407% of pro forma income.   Please provide a more general discussion of the
inverse relationship of pro forma income tax  benefit of 407% of pro forma income and
the limitations of this pro forma information.   Clarify, if true, that the combined pro
forma tax benefit is not a useful indicator of future results and provide or refer to a
discussion of your known expectations.

You may contact Jenn Do , Staff Accountant at 202 -551-3743 or Terence O’Brien ,
Account ing Branch Chief , at 202 -551-3355  if you have questions regarding comments on the
financial statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -
551-3236 or me at 202 -551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction
cc: Via E-mail
Matthew Gilroy
Weil, Gotshal & Manges LLP

CORRESP
1
filename1.htm

CONFIDENTIAL

VIA EDGAR

767   Fifth Avenue

New   York, NY 10153-0119

+1   212 310 8000 tel

+1   212 310 8007 fax

Matthew J. Gilroy

Matthew.Gilroy@weil.com

 +1 212 310 8961

April 1, 2016

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549-7010

Re:                           Progressive Waste Solutions Ltd.

Registration Statement on Form F-4

Filed March 3, 2016

File No. 333-209896

Dear Mr. Ingram:

On behalf of our client, Progressive Waste Solutions Ltd. (the “Company”), please find below a response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) communicated to us on March 29, 2016 with regard to the Registration Statement on Form F-4 filed on March 3, 2016 (the “Registration Statement”).

The Company is filing concurrently with this letter an amendment to the Registration Statement (“Amendment No. 1”), which includes revisions to the Registration Statement in response to the Staff’s comments below.  In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with five copies of Amendment No. 1 marked to indicate changes from the Registration Statement filed on March 3, 2016.

Set forth below in bold are comments from the Staff’s letter.  Immediately below each of the Staff’s comments is the Company’s response to that comment.  For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment letter.

Mr. Jay Ingram

Legal Branch Chief

April 1, 2016

Page 2

General

1.                                      Please supplementally provide us with copies of all board books and other materials prepared by Morgan Stanley that were shared with the Waste Connections board and its representatives.

Response:  In response to the Staff’s comment, materials prepared by Morgan Stanley, as Waste Connections’ financial advisor, and presented to Waste Connections’ board of directors, will be provided to the Staff under separate cover from Morgan Stanley’s legal counsel on a supplemental basis.

All such materials will be provided to the Staff on a confidential and supplemental basis pursuant to Rule 12b-4 under the Exchange Act of 1934, as amended, and Rule 418 under the Securities Act of 1933, as amended.  In accordance with such Rules, these materials will be requested to be returned promptly following completion of the Staff’s review thereof.  In addition, due to their sensitive commercial and financial nature, confidential treatment will be requested for these materials under the Freedom of Information Act, as amended, in accordance with 17 C.F.R. §200.83(b).

2.                                      We note that the merger is conditioned upon Waste Connections’ receipt of a Section 7874 opinion from Locke Lord LLP.  Please file this tax opinion in your next amendment.

Response:  The Section 7874 tax opinion (the “Section 7874 Opinion”) referenced by the Staff is an opinion of Locke Lord LLP, as counsel to Waste Connections, that is required by the Merger Agreement to be delivered at the closing of the Merger.  The Section 7874 Opinion will address the conclusion that the Company, a Canadian corporation and the indirect parent of the surviving corporation in the Merger, should not be treated as a U.S. corporation for U.S. federal income tax purposes from and after the closing date of the Merger.  The Section 7874 Opinion necessarily requires a review of facts and circumstances concerning matters that are currently unknown and cannot be known until the closing of the Merger, such as, among other things, the respective vote and value of shares held in the combined company by the shareholders at the time of the closing of the Merger and, between now and the closing of the Merger, any debt that may be converted, any stock options or warrants that may be issued and/or exercised, any other equity awards that may be issued, any stock buy backs and any distributions or contributions that may be made.  Thus, we respectfully advise the Staff that the Section 7874 Opinion is not able to be delivered prior to the closing of the Merger.

As referenced above, the Section 7874 Opinion is not an opinion that the Merger is a tax-free reorganization, which is the typical situation in which tax opinions are filed as exhibits to registration statements. To the contrary, the Merger is a taxable transaction to the Waste Connections’ stockholders, and that fact is clearly stated in the Registration Statement.  Our understanding is that when a registrant represents that a Merger is a taxable transaction, no opinion of counsel is required.  While the registrant must provide accurate and complete disclosure concerning the tax consequences to investors, it is not

Mr. Jay Ingram

Legal Branch Chief

April 1, 2016

Page 3

required to expertise the disclosure by providing an opinion of counsel.  See Staff Legal Bulletin No. 19 (CF).

Preliminary Proxy Statement / Prospectus

3.                                      We note your disclosure that the merger is “not conditioned on Progressive shareholder approval of the Consolidation.”  Please explain here, or in an appropriate section, what will happen if the merger takes place but consolidation is not approved by Progressive shareholders.

Response:  In response to the Staff’s comment, the fourth paragraph of Mr. Mittelstaedt’s letter to Waste Connections’ stockholders has been revised and the disclosure on pages 9, 24, 85, 87 and 124 of Amendment No. 1 has been revised to address the Staff’s comment.

Comparison of Rights of Holders of Waste Connections, page 24

4.                                      Please remove or expand upon your disclosure here that “the Progressive Governing Documents are incorporated by reference herein.”

Response:  In response to the Staff’s comment, the statement “The Progressive Governing Documents are incorporated by reference herein.” has been removed from Amendment No. 1.

Risk Factors, page 27

Progressive and Waste Connections have incurred and will incur…, page 32

5.                                      Please disclose an estimated range for the “substantial expenses [you intend to incur] in connection with coordinating the businesses, operations, policies and procedures of Progressive and Waste Connections over a period of time following the completion of the Merger.”

Response:  In response to the Staff’s comment, the disclosure has been revised on page 32 of Amendment No. 1 to address the Staff’s comment.

The Merger may not be accretive…, page 32

6.                                      Please disclose the expected accretive effect of the merger.  We note that Waste Connections’ investor presentation—filed on Form 425 on March 9, 2016—states that a compelling reason for shareholders is “more than 20% accretion in year 1 adjusted FCF per share.

Mr. Jay Ingram

Legal Branch Chief

April 1, 2016

Page 4

Response:  In response to the Staff’s comment, the disclosure has been revised on page 33 of Amendment No. 1 to address the Staff’s comment.

Currency Exchange Rate Data, page 41

7.                                      Please revise your disclosure to state that the exchange rate on March 1, 2016 was C$1.00 equals US$0.7459, rather than C$0.7459 equals US$1.00.  Please also make the corresponding change for the exchange rate you disclose for January 18, 2016.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 41 of Amendment No. 1 to address the Staff’s comment.

The Merger, page 50

Background of the Merger, page 50

8.                                      We note that a Form 425 filed by Waste Connections on January 21, 2016 discloses that Stifel Nicolaus, Bank of America, and Wells Fargo served as co-advisors.  Please elaborate on their respective roles within this section.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 51 of Amendment No. 1 to address the Staff’s comment.

9.                                      Please expand upon “the potential merger consideration, the proposed exchange ratio and resulting ownership of the combined company” that were discussed at the December 17, 2015 Waste Connections board meeting.  Additionally, please briefly discuss the impact that United States tax inversion rules had on these discussions.

Response:  In response to the Staff’s comment, the disclosure has been revised on pages 51 and 52 of Amendment No. 1 to address the Staff’s comment.

10.                               Please briefly elaborate on why Waste Connections board’s initial proposal was for a fixed exchange ratio of 0.4550.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 52 of Amendment No. 1 to address the Staff’s comment.

11.                               Please disclose if JP Morgan indicated to Waste Connections on December 21, 2015, or any time before January 18, that Progressive Waste had received any other bids.

Mr. Jay Ingram

Legal Branch Chief

April 1, 2016

Page 5

Response:  In response to the Staff’s comment, the disclosure has been revised on page 52 of Amendment No. 1 to address the Staff’s comment.

12.                               Please disclose the material changes Locke Lord made to the markup on January, 8, 2016.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 53 of Amendment No. 1 to address the Staff’s comment.

13.                               Please disclose the material points that were negotiated from January 14, 2016 through the announcement of the transaction.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 54 of Amendment No. 1 to address the Staff’s comment.

14.                               Please include a discussion related to the merged company’s proposed board, including the fact that the OBCA requires at least 25% of board members to be Canadian residents.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 53 of Amendment No. 1 to address the Staff’s comment.

Recommendations of the Waste Connections Board of Directors and Waste Connections’ Reasons for the Merger, page 54

Strategic and Financial Benefits of the Merger, page 54

15.                               In the second bullet point, please identify the source(s) of “sustainable cost” synergies.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 55 of Amendment No. 1 to address the Staff’s comment.

16.                               Under the first bullet point under potential negative factors on page 56, please disclose that revenue synergies are not expected in this merger.  We note that Waste Connections CEO Ron Mittelstaedt stated during the 2015 fourth quarter earnings call that “[t]here are no field synergies estimated in this deal at all.”

Response:  In response to the Staff’s comment, the disclosure has been revised on pages 56 and 57 of Amendment No. 1 to address the Staff’s comment.

Mr. Jay Ingram

Legal Branch Chief

April 1, 2016

Page 6

Summary of Financial Analyses, page 59

Comparable Companies, page 62

17.                               Please disclose the market capitalizations of Republic Services, Waste Management, and Progressive Waste in this section.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 63 of Amendment No. 1 to address the Staff’s comment.

Precedent Transactions, page 63

18.                               Please disclose the size of each transaction, or the range of the transactions, discussed in this section.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 65 of Amendment No. 1 to address the Staff’s comment.

Forward-Looking Financial Information, page 68

19.                               We note that Progressive Waste projections are not presented here.  Please confirm that Waste Connections did not receive any material financial projections from Progressive Waste.

Response:  We confirm on the Company’s behalf that Waste Connections did not receive any material financial projections from the Company.

Indebtedness of the Combined Company Following the Merger, page 81

Credit Facilities, page 81

20.                               We note that you intend to enter into a new credit facility with Bank of America upon the closing of the merger.  Please revise your disclosure to include the expected terms of these new borrowing arrangements, such as interest rates, maturity dates, and material financial covenants.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 83 of Amendment No. 1 to address the Staff’s comment.

Mr. Jay Ingram

Legal Branch Chief

April 1, 2016

Page 7

The Merger Agreement, page 83

Explanatory Note Regarding the Merger Agreement, page 83

21.                               We note your disclosure that “information concerning the subject matter of the representations and warranties... may have changed since the date of the Merger Agreement.”  Please be advised that, notwithstanding the inclusion of a general disclaimer, you are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make statements in the proxy statement/prospectus not misleading.

Response:  In response to the Staff’s comment, the Company has advised us, and has authorized us to hereby acknowledge on its behalf, that the Company is aware of its responsibility to consider whether additional specific disclosures of material information regarding material contractual provisions are required to make statements in the proxy statement/prospectus not misleading.

Unaudited Pro Forma Combined Financial Information, page 122

22.                               Please expand the discussion of pro forma adjustment 7.e. on page 136 to clarify the reasons your application of Article 11 results in pro forma income tax benefit of $8.1 million on pro forma income before taxes of $2 million, explain the related limitations of pro forma information, and provide a discussion of contrasting future expectations for income tax expense and/or refer to such a discussion.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 138 of Amendment No. 1 to address the Staff’s comment.

Mr. Jay Ingram

Legal Branch Chief

April 1, 2016

Page 8

23.                               We note from page 137 that deferred taxes on the estimated pro forma adjustments were calculated “using effective statutory tax rates for Progressive’s Canadian and U.S. operations, approximately 26.5% and 40.0%, respectively.”  Please explain further how you specifically applied these “effective statutory tax rates” to the pro forma adjustments For example, it appears that certain amounts under Impact on income tax expense (recovery) as shown on page 136 were calculated using a tax rate that is in the middle of the 26.5%-40.0% range.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 138 of Amendment No. 1 to address the Staff’s comment.

Comparison of the Rights of Holders of Waste Connections Common Stock and Progressive Common Shares, page 145

Enforcement of Civil Liabilities Against Foreign Persons, page 174

24.                               Please expand your discussion here or in another section to include a brief discussion of the extent that United States judgements may be enforceable in Canada.

Response:  In response to the Staff’s comment, the disclosure has been revised on page 176 of Amendment No. 1 to address the Staff’s comment.

Exhibit 99.1

25

Mail Stop 4631       March 29, 201 6

Via E -mail
Loreto Grimaldi
Executive Vice President and Chief Legal Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K 0C3, Canada

Re: Progressive Waste Solutions  Ltd.
Registration Statement on Form F-4
Filed March 3, 2016
  File No. 333-209896

Dear Mr. Grimaldi :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please supplementally provide us with copies of all board books and other materials
prepared by Morgan Stanley that were shared with the Waste Connections board and its
representatives.

2. We note that the merger is conditioned upon Waste Connections’ receipt of a Section
7874 opinion from Locke Lord LLP.  Please file this tax opinion in your next
amendment.

Preliminary Proxy Statement / Prospectus

3. We note your disclosure that the merger is “not conditioned on Progressive shareholder
approval of the Consolidation.”  Please explain here, or in an appropriate section, what

Loreto Grimaldi
Progressive Waste Solutions Ltd.
March 29, 2016
Page 2

 will happen if the me rger takes place but consolidation is not approved by Progressive
shareholders.

Comparison of Rights of Holders of Waste Connections, page 24

4. Please remove or expand upon your disclosure here that “the Progressive Governing
Documents are incorporated by reference herein.”

Risk Factors, page 27
Progressive and Waste Connections have incurred and will incur…, page 32

5. Please disclose an estimated range for the “substantial expenses [you intend to incur] in
connection with coordinating the businesses, opera tions, policies and procedures of
Progressive and Waste Connections over a period of time following the completion of the
Merger.”

The Merger may not be accretive…, page 32

6. Please disclose the expected accretive effect of the merger.  We note that Waste
Connections’ investor presentation —filed on Form 425 on March 9, 2016 —states that a
compelling reason for shareholders is “more than 20% accretion in year 1 adjusted FCF
per s hare.”

Currency Exchange Rate Data, page 41

7. Please revise your disclosure to state that the exchange rate on March 1, 2016 was
C$1.00 equals US$0.7459, rather than C$0.7459 equals US$1.00.  Please also make the
corresponding change for the exchange rate  you disclose for January 18, 2016.

The Merger, page 50
Background of the Merger, page 50

8. We note that a Form 425 filed by Waste Connections on January 21, 2016 discloses that
Stifel Nicolaus, Bank of America, and Wells Fargo served as co -advisors.  Ple ase
elaborate on their respective roles within this section.

9. Please expand upon “the potential merger consideration, the proposed exchange ratio and
resulting ownership of the combined company” that were discussed at the December 17,
2015 Waste Connect ions board meeting.  Additionally, please briefly discuss the impact
that United States tax inversion rules had on these discussions.

10. Please briefly elaborate on why Waste Connections board’s initial proposal was for a
fixed exchange ratio of 0.4550.

Loreto Grimaldi
Progressive Waste Solutions Ltd.
March 29, 2016
Page 3

 11. Please disclose if JP Morgan indicated to Waste Connections on December 21, 2016, or
any time before January 28, that Progressive Waste had received any other bids.

12. Please disclose the material changes Locke Lord made to the markup on January, 8,
2016.

13. Please disclose the material points that were negotiated from January 14, 2016 through
the announcement of the transaction.

14. Please include a discussion related to the merged company’s proposed board, including
the fact that the OBCA requires at least 25% of b oard members to be Canadian residents.

Recommendations of the Waste Connections Board of Directors and Waste Connections’
Reasons for the Merger, page 54
Strategic and Financial Benefits of the Merger, page 54

15. In the second bullet point, please identify the source(s) of “sustainable cost” synergies.

16. Under the first bullet point under potential negative factors on page 56, please disclose
that revenue synergies are not expected in this merger.  We note that Waste Connections
CEO Ron Mittelstaedt  stated during the 2015 fourth quarter earnings call that “[t]here are
no field synergies estimated in this deal at all.”

Summary of Financial Analyses, page 59
Comparable Companies, page 62

17. Please disclose the market capitalizations of Republic Services , Waste Management, and
Progressive Waste in this section.

Precedent Transactions, page 63

18. Please disclose the size of each transaction, or the range of the transactions, discussed in
this section.

Forward -Looking Financial Information, page 68

19. We note  that Progressive Waste projections are not presented here.  Please confirm that
Waste Connections did not receive any material financial projections from Progressive
Waste.

Indebtedness of the Combined Company Following the Merger, page 81
Credit Facili ties, page 81

20. We note that you intend to enter into a new credit facility with Bank of America upon the
closing of the merger. Please revise your disclosure to include the expected terms of these

Loreto Grimaldi
Progressive Waste Solutions Ltd.
March 29, 2016
Page 4

 new borrowing arrangements, such as interest rates, maturity dates, and material financial
covenants.

The Merger Agreement. Page 83
Explanatory Note Regarding the Merger Agreement, page 83

21. We note your disclosure that “information concerning the subject  matter of the
representations and warranties… may have changed since the date of the Merger
Agreement.”  Please be advised that, notwithstanding the inclusion of a general
disclaimer, you are responsible for considering whether additional specific disclos ures of
material information regarding material contractual provisions are required to make
statements in the proxy statement/prospectus not misleading.

Unaudited Pro Forma Combined Financial Information, page 122

22. Please expand the discussion of pro forma adjustment 7.e. on page 136 to clarify the
reasons your application of Article 11 results in pro forma income tax benefit of $8.1
million on pro forma income before taxes of $2 million, explain the related limitations of
pro forma information, and pr ovide a discussion of contrasting future expectations for
income tax expense and/or refer to such a discussion.

23. We note from page 137 that deferred taxes on the estimated pro forma adjustments were
calculated “using effective statutory tax rates for Progr essive’s Canadian and U.S.
operations, approximately 26.5% and 40.0%, respectively.”  Please explain further how
you specifically applied these “effective statutory tax rates” to the pro forma adjustments.
For example, it appears that certain amounts under  Impact on income tax expense
(recovery) as shown on page 136 were calculated using a tax rate that is in the middle of
the 26.5% -40.0% range.

Comparison of the Rights of Holders of Waste Connections Common Stock and Progressive
Common Shares, page 145
Enforcement of Civil Liabilities Against Foreign Persons, page 174

24. Please expand your discussion here or in another section to include a brief discussion of
the extent that United States judgements may be enforceable in Canada.

Exhibit 99.1

25. We note the st atement “the foregoing consent is limited to the date hereof and does not
apply with respect to any registration statement or proxy statement/prospectus dated
subsequent to the date hereof.”  Please provide the basis for the consent not applying to
amendme nts or confirm for us that a consent will be filed with each amendment.

Loreto Grimaldi
Progressive Waste Solutions Ltd.
March 29, 2016
Page 5

 Exhibit 99.2

26. Please ensure that the proxy card is marked is “preliminary” until the time that you file a
definitive proxy statement. See Rule 14a -6(b).

Notwithstanding our commen ts, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, decla re the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jenn Do , Staff Accountant at 202 -551-3743 or Terence O’Brien ,
Account ing Branch Chief , at 202 -551-3355  if you have questions regarding comments on the
financial statements and related matters.  Please co ntact David Korvin, Staff Attorney  at 202 -
551-3236 or me at 202 -551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction
cc: Via E-mail
Matthew Gilroy
Weil, Gotshal & Manges LLP

Mail Stop 4631
January 13, 2016

Via E -mail
Mr. Ian Kidson
Executive Vice -President and Chief Financial Officer
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K 0C3, Canada

Re: Progressive Waste Solutions, Ltd.
  Form 40 -F
Filed March 30, 2015
No. 1 -34370

Dear Mr. Kidson:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

    mm01-0416_respltr.htm

400 Applewood Crescent

Vaughan ON  L4K 0C3

T: 905 532 7515

F: 905 532 7576

Loreto.grimaldi@progressivewaste.com

www.progressivewaste.com

January 4, 2016

Terence O’Brien

Branch Chief, Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, DC 20549

Re:

Progressive Waste Solutions Ltd.

Form 40-F

Filed March 30, 2015

File No. 1-34370

I am responding to your letter dated December 22, 2015 addressed to our Executive Vice-President and Chief Financial Officer, Ian Kidson.

Below please find our response to your query.

Comment #1

We have read your response to comment 1 in our letter dated November 23, 2015.  Please highlight in your disclosures where applicable that absent the reorganization of your management structure, the former U.S. northeast reporting unit would have been expected to continue to fail step one of the goodwill impairment test.

Response

We confirm that we will include disclosure, where applicable, in our 2015 annual report on Form 40-F that “absent our reorganization announced April 30, 2015 and holding all other facts and circumstances constant, the step one test of impairment for our previously reported U.S. northeast reporting unit was expected to fail at each annual test date.  Accordingly, and in accordance with the accounting standards, we would have expected to complete a step two test of impairment at each annual testing date, or earlier, had a triggering event occurred in an interim period that indicated the carrying amount of goodwill was higher than its fair value.”

Yours truly,

Progressive Waste Solutions Ltd.

/s/ Loreto Grimaldi

Loreto Grimaldi

SVP General Counsel & Secretary

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

Mail Stop 4631
December 22, 2015
Via E -mail
Mr. Ian Kidson
Executive Vice -President and Chief Financial  Officer
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K 0C3, Canada

Re: Progressive Waste Solutions, Ltd.
  Form 40-F
Filed March 30, 2015
File No. 1-34370

Dear Mr. Kidson :

We have reviewed  your response dated December 8, 2015,  and have the following
comment.  Please respond to this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond.   If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your re sponse.  After
reviewing your response to this comment , we may have additional comments.

Form 6 -K filed July 30, 2015

Exhibit 99.1

Critical Accounting Estimates, page 41

1. We have read your response to comment 1 in our letter dated November 23,  2015. Please
highlight in your disclosures where applicable that absent the reorganization of your
management structure, the former U.S. northeast reporting unit would have been
expected to continue to fail step one of the goodwill impairment test.

You may contact Jenn Do at (202) 551-3743  or me at (202) 551-3355 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

    mm12-0815_respltr.htm

400 Applewood Crescent

Vaughan ON  L4K 0C3

T: 905 532 7515

F: 905 532 7576

Loreto.grimaldi@progressivewaste.com

www.progressivewaste.com

December 7, 2015

Terence O’Brien

Branch Chief, Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, DC 20549

Re:      Progressive Waste Solutions Ltd.

Form 40-F

Filed March 30, 2015

File No. 1-34370

I am responding to your letter dated November 23, 2015 addressed to our Executive Vice-President and Chief Financial Officer, Ian Kidson.

Below please find our responses to your queries. For ease of reference, we have titled our responses in a manner consistent with the headings in your Letter.

Comment #1

We note your policy related to goodwill on page 43 and your statement that as of April 30, 2015, the fair values of all your reporting units exceeded their carrying amounts “by a substantial margin.”  Please tell us and disclose how the reorganization of your management structure which resulted in the realignment of some of your existing regions into new segments impacted your goodwill impairment testing as of April 30, 2015, which we assumed evaluated the reporting units in existence subsequent to the reorganization.  In so doing, please specifically address how the combination of your other regions/assets into the former US northeast reporting unit impacted your testing results, especially considering the East reporting unit also had to exclude the cash flows from the New York City contact that has yet to be awarded.

Response

We confirm that our goodwill test of impairment prepared as of April 30, 2015 was completed for the reporting units existing subsequent to our reorganization, i.e. our East, West and North segments.  We further confirm that any expected cash flows from the New York City contract were excluded from the April 30, 2015 annual goodwill test of impairment for our reporting unit in the East.

As you note above, we recently realigned our management structure in order to achieve our operational goals.   The underlying reasons for the reorganization included the optimization of our management structure and streamlining our corporate support functions.  As a result of the reorganization, our segments changed from the U.S. northeast to the East, Canada to the North, and the U.S. south to the West.  This reorganization also had the effect of causing our

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

segments to be closer in size on a revenue basis.  To illustrate, reported revenues in our former U.S. north east segment was $68.8 million compared to revenues in our former U.S. south segment of $237.6 million as reported in the first quarter of 2015.  Post reorganization reported revenues for the year-to-date period ended September 30, 2015 were $443.8 million for our East segment compared to $495.6 million in our West segment.  Our previously reported U.S. northeast segment was joined by a portion of our previously reported U.S. south segment, comprising our Florida operations, and combined became our East segment.  The remainder of our previously reported U.S. south segment was renamed our West segment.

As discussed in our May 1, 2015 letter to you, under the former segment structure, we previously failed (and expected to continue to fail) step one of the goodwill impairment test.  As further discussed, we passed step two of the goodwill impairment test as a result of our step two test.   We further expected that our April 30, 2015 test would have yielded the same results as we advised you of on May 1, 2015, absent the reorganization.

The reorganization of our reportable segments had a positive impact on our goodwill test of impairment for our East segment as of April 30, 2015, when compared to the results of our step one test of impairment for our U.S northeast region prepared in the fourth quarter of 2014.  We respectfully remind you that the results of our annual goodwill test of impairment conducted as of April 30, 2014, allowed us to conclude, at that time, that the estimated fair value of our previously reported U.S. south segment and U.S. northeast segment exceeded their carrying amounts by a substantial margin.  We acknowledge that in the determination of our fair value estimate for our U.S. northeast reporting unit in April 2014 that we included the expected cash flows attributable to successfully securing a long-term contract with New York City.  In October 2014, certain developments, including current local support for the development of the operating location necessary to execute the New York City long-term contract, made the likelihood of being awarded the contract indeterminate at that time.  In light of those developments, we were required to re-perform step one of the goodwill impairment test to determine if the carrying amount of our U.S. northeast reporting unit was in excess of its fair value.  The results of our step one test indicated that this reporting unit may be impaired resulting in us performing step two of the goodwill impairment test.

The final results of our step one test for impairment in the fourth quarter of 2014 for our previously reported U.S. northeast segment indicated that impairment existed and reflected an estimated fair value of negative $10.6 million compared to a carrying amount of $25.5 million.  We did not view this shortfall as significant for an operation that generates approximately $250 million in annual revenues and had $60 million of annual operating income before net gains and losses on asset sales, amortization expense and restructuring costs (“EBITDA”) in the waste management industry.  However, we acknowledge the relevant guidance requires an assessment of pass or fail when considering if impairment exists.

The outcome of the reorganization reflects the combination of a reporting unit that marginally failed the step one test of impairment in September 2014 (our U.S. northeast segment) when combined with a portion of a reporting unit that enjoyed a fair value estimate that was substantially in excess of its carrying amount.  The result of this combination is a combined reporting unit that yielded a fair value estimate that was substantially in excess of its

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

carrying amount.  Our Florida operations are slightly larger than our previously reported U.S. northeast operations, having annual revenues in excess of $300 million and an annual EBITDA of approximately $80 million.  Our operations in Florida yield slightly higher net cash flows compared to our previously reported U.S. northeast segment.  The complement of assets in our Florida operations is more optimally distributed amongst collection and post-collection operations than the standalone U.S. northeast operations which are landfill centric and the operating environment in Florida is less competitive than the U.S. northeast market giving it higher prospects for organic growth.  Post-collection operations, including landfills and transfer stations, are typically price takers in markets where a significant amount of volumes are delivered by third-parties and competition is high.  This is the asset mix issue we had in on our previously reported U.S. northeast segment, and that still exists today when this subset of our East region is viewed in isolation.  We outline in our MD&A that our strategy includes the optimization of our collection, recycling and disposal assets around a mix of commercial, industrial and residential customers, where we can increase our return on invested capital and optimize price and volume strategies.  With the addition of our Florida operations to our newly formed East segment, our asset mix in our East region improved, but it is still not optimal.  For illustrative purposes, revenues from our previously reported U.S. northeast segment comprised 45.0% from landfill and transfer stations for calendar year 2014.  In the year-to-date period through September 2015, contributions to revenues in our East segment from landfill and transfer stations were 31.4%.  We believe that our North segment reflects the optimal mix of assets, which generated landfill and transfer station revenues of 15.7% in the year-to-date period through September 2015, when presented on a reported basis.  Not only does the complement of assets impact our prospects for growth, it also impacts our total capital spend.  Landfill construction and development spending is involved and expensive relative to revenues, especially when the revenue source relies heavily on volumes from third-parties.

In summary, the addition of our Florida operations to our previously reported U.S. northeast segment had a positive impact on our East reporting unit’s fair value relative to its carrying amount for several reasons, specifically, better organic growth prospects, higher cash flow yields, and a better mix of assets than our previously reported U.S. northeast segment enjoyed.

Comment #2

You state in the Risks and Uncertainties discussion on page 56 that the composition of assets in the East segment is “not optimal.”  Please further explain this statement and how the recently-completed reorganization/realignment in the second quarter has or has not helped to address this apparent problem, since we note the same disclosure in the December 31, 2014 Form 40-F and March 31, 2015 Form 6-K, prior to the reorganization.

Response

Our previously reported U.S. northeast segment relied heavily on its landfill and transfer station operations, as outlined above, and our East segment presently shares the same challenge.  The combination of our old U.S. northeast operations with a portion of our old U.S. south operations, representing our Florida operations, lessened the impact of the suboptimal asset mix, but did not create an “optimal” mix of assets for this segment on reorganization.  As referenced above, revenues from landfill and transfer station operations in the old U.S. northeast were 45.0% of total reported revenues in that region, compared to 31.4% of reported revenues in the year-to-date period through September 2015 in the East segment.  Our North segment reflects what we believe is an optimal

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

combination of assets and revenues from third-parties at 15.7%.  Accordingly, we continue to see opportunity in our East segment to rationalize or augment our complement of assets to optimize our return profile in this area.  Accordingly, we continue to believe that composition of assets in our East segment is not optimal.

Confirmation

At your request, we acknowledge the following:

● the company is responsible for the adequacy and accuracy of the disclosure in the filing;

● staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

● the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours truly,

Progressive Waste Solutions Ltd.

/s/  Loreto Grimaldi

Loreto Grimaldi

SVP General Counsel & Secretary

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

Mail Stop 4631
November 23, 2015

Via E -mail
Mr. Ian Kidson
Executive Vice -President and Chief Financial  Officer
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K 0C3, Canada

Re: Progressive Waste Solutions, Ltd.
  Form 40-F
Filed March 30, 2015
File No. 1-34370

Dear Mr. Kidson :

We have reviewed  your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document.  We may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond.   If you do not believe our
comments apply to your facts and circumstances, please tell us why in your respo nse.

After reviewing your response to these comments, we may have additional comments.

Form 6 -K filed July 30, 2015

Exhibit 99.1, MD&A

Critical Accounting Estimates, page 41

1. We note your policy related to goodwill on page 43 and your statement that as of April
30, 2015, the fair values of all your reporting units exceeded their carrying amounts “by a
substantial margin.” Please tell us and disclose how the reorganization of your
management structure which resulted in the realignment of some of y our existing regions
into new segments impacted your goodwill impairment testing as of April 30, 2015,
which we assume evaluated the reporting units in existence subsequent to the
reorganization. In so doing, please specifically address how the combination  of your
other regions/assets into the former US northeast reporting unit impacted your testing
results, especially considering the East reporting unit also had to exclude the cash flows
from the New York City contract that has yet to be awarded.

Mr. Ian Kidson
Progressive Waste Solutions Ltd.
November 23, 2015
Page 2

 2. You state  in the Risks and Uncertainties discussion on page 56 that the composition of
assets in the East segment is “not optimal.” Please further explain this statement and
explain how the recently -completed reorganization/realignment in the second quarter has
or has not helped to address this apparent problem, since we note the same disclosure in
the December 31, 2014 Form 40 -F and March 31, 2015 Form 6 -K, prior to the
reorganization.

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s d isclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense i n any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743  or me at (202) 551-3355 if you have
questions regarding comments on the financial statements and r elated matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

May 18, 2015

Via E -mail
Mr. Ian Kidson, Chief Financial Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K  0C3, Canada

Re: Progressive Waste Solutions Ltd.
  Form 40 -F filed March 28, 2014
File No. 1 -34370

Dear Mr. Kidson:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

400 Applewood Crescent

Vaughan ON L4K 0C3

T: 905 532 7515

F: 905 532 7576

Loreto.grimaldi@progressivewaste.com

www.progressivewaste.com

May 1, 2015

Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:
Progressive Waste Solutions Ltd.

File No. 1-34370

I am responding to your letter dated April 17, 2015 addressed to our EVP and Chief Financial Officer, Ian Kidson.

Below please find our responses to your queries. For ease of reference, we have titled our responses in a manner consistent with the headings in your Letter.

Overall SEC observation

We note your response dated March 26, 2015, the disclosure included on pages 47-48 of Exhibit 99.2 of the December 31, 2014 Form 40-F and the significance of the Seneca Meadows asset to the U.S. northeast reporting unit’s carrying value and fair value. Given this significance as described in your letter and since the U.S. northeast reporting unit’s fair value is not substantially in excess of its carrying value December 31, 2014, please revise your disclosures to address the following:

Question

Clarify why Step 1 of the impairment test is expected to fail at each subsequent annual testing date.

Response

We agree to modify our disclosures in future filings to provide additional clarity.

Proposed disclosure

We concluded that the estimated fair value of the U.S. northeast reporting unit exceeded its carrying amount by a substantial margin upon completion of our April 30, 2014 annual impairment test. However, in determining the fair value of the U.S. northeast reporting for this test we included the expected cash flows attributable to successfully securing a long-term contract with New York City. In October 2014, certain developments, including current local support for the development of the operating location necessary to execute the New York City long-term contract, made the likelihood of being awarded the contract indeterminate at that time. In light of those developments, we were required to re-perform step one of the goodwill impairment test to determine if the carrying amount of our U.S. northeast reporting unit was in excess of its fair value and the results of our step one test indicated that this reporting unit may be impaired. Accordingly, and without a significant change in any one assumption, or combination thereof, or the makeup of the assets in our U.S. northeast reporting unit, it is reasonable to expect that the step one test of impairment would fail at each subsequent annual test of impairment. Accordingly, and in accordance with the relevant accounting guidance, we will be required to prepare a step two test of impairment at each annual testing date, or earlier if a triggering event occurs in an interim period that indicates the carrying amount of goodwill is higher than its fair value. However, should we determine that a change in any one, or combination of, our primary assumptions better reflects an assumption a market place participant would apply to establish their estimate of our U.S. northeast reporting unit’s fair value, our step one test of impairment could pass. Outlined below are the isolated changes required to each of our primary assumptions that would result in the step one test passing the test of impairment, all things equal:

400 Applewood Crescent, 2nd Floor

 Vaughan, Ontario L4K 0C3

●
Revenue growth increasing from 2.0% to 2.92%

●
Capital and landfill expenditures declining from 9.0% of revenues in year 5 and thereafter to 7.3% in year 5 and thereafter

●
Revenue less operating and SG&A expense margin expansion from 0.0% in year 5 and beyond to 0.26% in year 5 and beyond

●
A tax rate decline from 40% to 34.7%

●
A decline in the discount rate from 7.9% to 7.47%

Question

Quantify the fair value and carrying value of this reporting unit.

Response

We agree to include the following disclosure in future filings.

Proposed disclosure (using amounts, for reference, as at December 31, 2014)

The estimated fair value of our U.S. northeast reporting unit is approximately $395,900, which was approximately $36,100 higher than its carrying amount.

Question

Highlight the principal reasons why goodwill is supported in a hypothetical sale under the Step 2 test of impairment.

Response

We agree to include the following disclosure in future filings.

Proposed disclosure (using amounts, for reference, as at December 31, 2014)

The estimated fair value of our U.S. northeast reporting unit was approximately $395,900. Allocating the estimated fair value derived from the step one test amongst the fair values of the reporting unit’s assets and liabilities resulted in an increase in the carrying amount of our tangible long-lived assets, which includes, but is not limited to, vehicles, containers, heavy equipment, land and building and a decline in the carrying amount of our landfill and customer list intangible assets when compared to their fair values, respectively. The increase in the estimated fair value of our tangible long-lived assets compared to their carrying amounts, coupled with the decline in the estimated fair value of customer list intangibles when compared to their carrying amounts, resulted in a net increase of approximately $6,400 to the estimate of the net fair values of these assets versus their combined carrying amounts. A slight increase in the estimated fair value of trade names and transfer station permits were also observed relative to their carrying amounts, which was partially offset by a slight increase in the estimated fair value of asset retirement obligations attributable to our landfills.

400 Applewood Crescent, 2nd Floor

 Vaughan, Ontario L4K 0C3

The difference between the estimated fair value of our landfill assets and their carrying amounts was the primary reason that goodwill was supported in a hypothetical sale under the step two test for impairment. The carrying amount of all landfill assets was about $361,100, which compares to an estimated fair value of approximately $208,000. The carrying amount of landfill assets includes an amount attributable to each site’s acquisition, the “permit component”, coupled with an amount attributable to each site’s construction. The difference between the carrying amount and estimated fair value for one of the regions landfill assets, Seneca Meadows, was approximately $151,000. This decline represents essentially all of the change between the carrying amount and estimated fair value of landfill assets for this reporting unit. Notwithstanding the difference between the estimated fair value and its carrying amount, the undiscounted net cash flows attributable to our Seneca Meadows landfill far exceed the site’s carrying amount. Accordingly, the carrying amount of our Seneca Meadows landfill is not impaired when viewed in isolation. The original value ascribed to our Seneca Meadows landfill in 2005, the year we acquired the site, was significantly higher and reflected a different economic and competitive landscape when compared to today. Accordingly, the fair value attributed to this site was nearly $350,000 in 2005 compared to the current estimate of fair value of $129,900. Since 2005, ten years of capacity has been consumed and we competition for the same waste stream has increased.

Question

Provide a discussion of the key assumptions underlying the Step 2 test of impairment, including assumptions specific to the Seneca Meadows landfill asset and addressing the degree of uncertainty associated with the key assumptions.

Response

We agree to review, update and disclose all relevant and key assumptions included in our step two test of impairment, including any key assumptions attributable to our Seneca Meadows landfill, and to review, update and disclose the applicable uncertainties associated with these key assumptions, including the key assumptions outlined on page 48 of our fourth quarter and year ended December 31, 2014 MD&A.

We confirm that the assumptions applied to establish the fair value of our Seneca Meadows landfill are the same key assumptions that were holistically applied in our step two test of impairment. Site specific assumptions are of a general nature and are included in the risk and uncertainties section of our MD&A. These assumptions include the ability to renew and maintain certain operating permits and licenses and our compliance with or changes to environmental laws or regulations. Should we determine that certain site specific assumptions are key, we commit to the disclosure of these assumptions together in future filings.

Yours truly,

Progressive Waste Solutions Ltd.

Loreto Grimaldi

 SVP General Counsel & Secretary

400 Applewood Crescent, 2nd Floor

 Vaughan, Ontario L4K 0C3

April 17, 2015

Via E -mail
Mr. Ian Kids on, Chief Financial  Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K  0C3, Canada

Re: Progressive  Waste Solutions Ltd .
  Form 40 -F filed March 28 , 2014
File No. 1-34370

Dear Mr. Kidson:

We have reviewed your response dated March 26 , 2015 , and have the following
comment . Please respond to this letter within ten business days  by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment  applies  to your facts and circumstances, please tell us why in your
response.  After reviewing the information you provi de in response to this comment , we may
have  additional comments.

Form 40 -F for the year ended December 31, 2013

Exhibit 99.2 MD&A

Critical Accounting Estimates, page 41

1. We note your response dated March 26, 2015, the disclosure included on pages 47 -48 of
Exhibit 99.2 of the December 31, 2014 Form 40 -F and the significance of the Seneca
Meadows landfill asset to the US northeast reporting unit’s carrying value and fair val ue.
Given this significance as described in your letter and since the U.S. northeast reporting
unit’s fair value is not substantially in excess of its carrying value at December 31, 2014,
please revise your disclosure to address the following:
 Clarify why  Step 1 of the impairment test is expected to fail at each subsequent
annual testing date.
 Quantify the fair value and carrying value of this reporting unit.
 Highlight the principal reasons why goodwill is supported in a hypothetical sale
under the Step 2 test for impairment.
 Provide a discussion of the key assumptions underlying the Step 2 test of
impairment, including assumptions specific to the Seneca Meadows landfill asset
and addressing the degree of uncertainty associated with the key assumptions.

Mr. Ian Kid son
Progressive Waste Solutions Ltd .
April 17, 2015
Page 2

 You may contact Jenn Do at (202) 551-3743  or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Sherry Haywood  at (202) 551 -3345, or Era Anagnosti a t (202) 551 -3369, with any other
questions .

Sincerely,

        /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

FOIA CONFIDENTIAL TREATMENT REQUESTED BY PROGRESSIVE WASTE SOLUTIONS LTD.

PURSUANT TO 17 CFR 200.83. THIS LETTER OMITS CONFIDENTIAL INFORMATION INCLUDED IN AN UNREDACTED VERSION OF THIS LETTER, WHICH WAS DELIVERED TO THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE THE OMISSION OF THE CONFIDENTIAL INFORMATION.

400 Applewood Crescent

Vaughan ON  L4K 0C3

T: 905 532 7515

F: 905 532 7576

Loreto.grimaldi@progressivewaste.com

www.progressivewaste.com

March 26, 2015

Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:
Progressive Waste Solutions Ltd.

File No. 1-34370

I am responding to your letter dated February 10, 2015 addressed to our EVP and Chief Financial Officer, Ian Kidson.

Below please find our responses to your queries. For ease of reference, we have titled our responses in a manner consistent with the headings in your Letter.

Question

Please provide us with an update of Step two of the impairment test of your U.S. northeast reporting unit, including a description of the method and results or an update on the remaining actions to be performed and the expected timing of completion.

Response

The Step 2 test of impairment supports the carrying amount of our U.S. northeast reporting unit’s goodwill.

In reaching this conclusion, we engaged an independent valuation firm (the “firm”) to assist us with the valuation of our U.S. northeast reporting unit (the “region”) for the purpose of determining the goodwill impairment loss, if any, resulting from our Step 2 test of impairment.  Management utilized the firm’s valuation report in preparing its Step 2 test of impairment and we worked with the firm from December 2014 through February 2015.

Along the way, management hosted a series of meetings with the firm to discuss and adjust certain inputs and assumptions to align the assumption and input set with management’s Step 1 test of impairment[(1)].  The final model assumptions and inputs reflect market conditions that we believe an arm’s length marketplace participant would consider in a hypothetical acquisition of the reporting unit.  On February 20, 2015, management received a near final draft of the valuation report and we completed our review of it on February 22, 2015.  The work performed by the firm was conducted under our direction and we assume full responsibility for it.  At this time, there are no items remaining to complete with respect to our Step 2 test of impairment.  We filed our audited consolidated financial statements for the year ended December 31, 2014 on March 23, 2015.

(1) [***]

400 Applewood Crescent, 2nd Floor, Vaughan, Ontario L4K 0C3

Our disclosure is outlined below in Appendix 1.

As noted above, our Step 2 test of impairment indicates that goodwill attributable to our U.S. northeast reporting unit is not impaired.  This result, while unexpected, reflects our assessment of fair value assuming the hypothetical sale of the region conducted in an orderly transaction under current market conditions.  The implied fair value of the region’s goodwill was determined in the same manner as goodwill is determined in a business combination, which involves establishing the fair value for all of the reporting units’ identifiable assets and liabilities, including its identifiable intangible assets, with any remaining residual value representing goodwill.  With the exception of asset retirement obligations and income taxes, the fair value of this region’s assets and liabilities were prepared with the assistance of the firm.  We engaged certain specialists within the firm to apply professionally accepted valuation and appraisal techniques to derive the fair values for the identifiable assets and liabilities attributable to the region. The valuation and appraisal techniques applied were specific to the type of asset or liability being fair valued.  Our vehicles and other equipment were valued applying both the indirect and direct valuation approaches.  The fair values attributable to customer list intangibles, landfill assets and trade names were determined applying a discounted cash flow approach, applying all the significant inputs used in our Step 1 test of impairment, and the cost method was applied to determine the fair value of our transfer station permits.

[***.]

Appendix 1

In October 2014, certain developments, including current local support for the development of the operating location necessary to execute the New York City long-term contract, made the likelihood of being awarded the contract indeterminate at that time.  In light of those developments, we were required to re-perform step one of the goodwill impairment test to determine if the carrying amount of our U.S. northeast reporting unit was in excess of its fair value.  The results of our step one test indicated that this reporting unit may be impaired.  Accordingly, we performed step two of the goodwill impairment test with the assistance of an independent valuation firm. Step two of the impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  The fair value of goodwill for our U.S. northeast reporting unit was determined in the same manner as the value of goodwill is determined in a business combination, whereby the excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the fair value of goodwill.  Fair value is the amount at which an item can be bought or sold in a current transaction between willing parties, other than in a forced sale or liquidation.

We applied certain valuation and appraisal techniques appropriate for the asset or liability being fair valued.  For example, the Company’s vehicles and other equipment were valued applying both the indirect and direct valuation approaches.  Fair values attributable to customer list intangibles, landfill assets and trade names were determined applying a discounted cash flow approach and the cost method was applied to determine the fair value of the Company’s transfer station permits. The results of our step two test of impairment support the carrying amount of goodwill in our U.S. northeast reporting unit.  The estimated fair value of goodwill derived from our step two test was $125,700, which was approximately $42,900 higher than its carrying amount. All things equal, the step one test of impairment is expected to continue to fail at each subsequent annual test of impairment.  Accordingly, and in accordance with the accounting guidance, we’ll have to prepare a step two test of impairment at each annual testing date, or earlier if a triggering event occurs in an interim period that indicates the carrying amount of goodwill is higher than its fair value.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

To estimate the fair value of this reporting unit, we utilize a discounted future cash flow approach.  We have determined that the discounted future cash flow approach is the most appropriate for the following reasons: comparable prices for the sale of a business of the same size and composition of operations were not readily available and we employ the discounted future cash flow approach when we value and acquire companies and therefore believe that a market participant would apply a similar approach.  We also estimate fair value applying the market multiple approach.  Our estimate of fair value applying the market multiple approach, is compared to the results from our discounted cash flow approach as a measure of reasonability.  The primary assumptions used in our discounted cash flow calculation include revenue growth, capital and landfill spending, margins, acquisitions, corporate cost allocations and tax and discount rates.  The primary assumptions used in our most recent estimate of fair value included the following: revenue growth of 2.0%; capital and landfill expenditures equal to 16.4% of revenue in year one, declining by 2.7% in year 2, a further 1.6% in year 3 and 4 and 1.5% in year 5, until capital and landfill expenditures reached 9.0% of revenues; revenue less operating and SG&A expense margin averaging  23.3% in the first four years and 25.2% beyond year 5 with no change to margins thereafter; administrative costs specific to our regional office are assumed to be $nil; no acquisitions or corporate cost allocations were assumed; a tax and discount rate of 40% and 7.9%, respectively, were applied.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

There is inherent subjectivity in estimating fair value.  Accordingly, changes in any one of these assumptions could have a significant impact on the estimates of fair value of goodwill we derived for our U.S. northeast reporting unit.  While we believe our revenue growth assumption of 2.0% is achievable, an increase in competition, a change in our strategic direction, or changes in the economic environment could cause our actual results to differ and cause the fair value of our U.S. northeast reporting unit to decline to a point where the carrying amount of goodwill is impaired.  In addition, our revenue growth assumption assumes our Bethlehem landfill is re-permitted and continues to receive waste through 2035.  Our revenue growth assumption also assumes that each of our landfills will continue to receive waste volumes at current levels over the remaining life of each site. A decline in the receipt of volumes may extend the life of any or all of these sites, but the realization of cash would be pushed further into the future.  Should this occur, our estimate of fair value for this region could decline, which could cause the estimated fair value of goodwill to be less than its carrying amount.  Our estimate of the U.S. northeast reporting unit’s fair value assumes we are not awarded the New York City long-term plan.  This assumption reflects our inability to predict the outcome and not our belief about the likelihood of the contract’s ultimate award.  If we were awarded the New York City long-term plan, our estimate of fair value for our U.S. northeast reporting unit would change, and we believe the resulting change would be positive to our estimate of fair value for this region.  We also view our capital expenditure assumption as reasonable, however, an increase in the cost of capital, an increase in the purchase of CNG collection vehicles, changes in regulations that cause an increase in the costs to construct a landfill, could all cause our estimate of capital expenditures to increase.  Should this occur, our estimate of cash flows attributable to our U.S. northeast reporting unit could decline and result in a lower estimate of fair value for this region.  For the purpose of estimating the fair value of our U.S. northeast reporting unit, we have assumed margins remain unchanged in year 5 and beyond. We believe that this expectation is reasonable, but recognize that its achievement is conditional on this region’s competitive and economic environment and the strategic direction taken.  Should any of these variables change, margins could expand or contract compared to the margins we have assumed.  A significant change in this assumption would result in a different estimate of fair value and this difference in estimate would further support the carrying amount of goodwill in this region or potentially render it impaired.  Acquisitions represent a component of our growth strategy, but since there is no way to accurately predict when an acquisition is completed or in what amount, we have assumed no acquisitions in our estimate of fair value.  Future acquisitions could impact, amongst other things, the margins we derive from our operations, the capital spending we expect and our expectations for revenue growth.  Our estimate of fair value assumes a discount rate of 7.9%.  Our discount rate is a reflection of a market participants cost of debt and equity, and reflects, amongst other things, strength or weakness in the economy. A 10 basis point change in the weighted average cost of capital results in a nearly $8,000 change in our estimate of fair value for our U.S. northeast reporting unit.  Accordingly, should economic events cause our weighted average cost of capital to increase, our estimate of fair value would decline and could cause the carrying amount of goodwill to exceed its fair value.

The net carrying amount of goodwill allocated to the U.S. northeast segment, net of impairment charges, at December 31, 2014 is approximately $82,800.

Yours truly,

Progressive Waste Solutions Ltd.

/s/ Loreto Grimaldi

Loreto Grimaldi

 SVP General Counsel & Secretary

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

February 10, 2015

Via E -mail
Mr. Ian Kids on, Chief Financial  Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K  0C3, Canada

Re: Progressive Waste Solutions Ltd .
  Form 40 -F filed March 28 , 2014
File No. 1-34370

Dear Mr. Kidson:

We have reviewed your response dated January 28, 2015 , and have the following
comment . Please respond to this letter within ten business days  by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment  applies  to your facts and circumstances, please tell us why in your
response.  After reviewing the information you provi de in response to this comment , we may
have  additional comments.

Form 40 -F for the year ended December 31, 2013

Exhibit 99.2 MD&A

Critical Accounting Estimates, page 41

1. Please provide us with a n update on the status of Step two  of the impairment test of your
U.S. northeast reporting unit, including a description of the method and results or an
update on the remaining actions to be performed and the expected timing of completion,
as applicable.

You may contact Jenn Do at (202) 551-3743  or me at (202) 551-3355  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Sherry Haywood  at (202) 551 -3345, or Era Anagnosti a t (202) 551 -3369, with any other
questions .

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

    mm01-2815_respltr.htm

FOIA CONFIDENTIAL TREATMENT REQUESTED BY PROGRESSIVE WASTE SOLUTIONS LTD.

PURSUANT TO 17 CFR 200.83. THIS LETTER OMITS CONFIDENTIAL INFORMATION INCLUDED IN AN UNREDACTED VERSION OF THIS LETTER, WHICH WAS DELIVERED TO THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE THE OMISSION OF THE CONFIDENTIAL INFORMATION.

400 Applewood Crescent

Vaughan ON  L4K 0C3

T: 905 532 7515

F: 905 532 7576

Loreto.grimaldi@progressivewaste.com

www.progressivewaste.com

January 28, 2015

Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:            Progressive Waste Solutions Ltd.

File No. 1-34370

I am responding to your letter dated January 8, 2015 addressed to our EVP and Chief Financial Officer, Ian Kidson.

Below please find our responses to your queries. For ease of reference, we have titled our responses in a manner consistent with the headings in your Letter.

Question #1

Please provide us with an analysis of how you have adjusted the “probability weighted average cash flows” to reflect the inherent uncertainty of contractual award in the most recent calculations of the U.S. northeast reporting unit’s fair value, including the test completed on April 30, 2013, and your latest calculation.

The analysis employed

As disclosed in the “Critical Accounting Estimates” section of our third quarter ended September 30, 2014 Management Discussion and Analysis (“MD&A”), Progressive outlined that a reversal in local political support in October 2014 for the development of the operating location necessary to execute the New York City long-term contract (“NYC Plan”) made the likelihood of being awarded the contract indeterminate.  As a consequence of this reversal, we also expected the City of New York to re-issue the request for proposal (“RFP”).  We reasoned that a re-issued RFP by the City materially reduced our likelihood of successfully securing the NYC Plan since it put us on even footing with all bidders to the re-issued RFP (proposals in response to the City’s re-issued RFP are due February 27, 2015).  Having determined that the likelihood of securing the NYC Plan was indeterminate,  we concluded that a market participant would now be unwilling to include an acknowledgement of the work we had completed to date on the NYC Plan to value our U.S. northeast reporting unit. In addition, we would have no defensible negotiating position to demand them to make this acknowledgment.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

1

As a result of the events of October, we reassessed the fair value that we would expect to receive on the hypothetical sale of our U.S. northeast reporting unit in an orderly transaction between market participants.  As an essential element of that process, we revisited the assumptions that market participants, having the following characteristics, would use in pricing assets and liabilities:

●

Independent of the reporting entity (that is, they are not related parties)

●

Knowledgeable, having a reasonable understanding about the asset or liability and the transaction based on all available information, including information that might be obtained through due diligence efforts that are usual and customary

●

Able to transact for the asset or liability

●

Willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so)

Following our reassessment, we concluded that the events of October 2014 and their impact on the hypothetical sale of our U.S. northeast reporting unit, changed how a market participant would acknowledge and view our chances of successful award and we further concluded that a market participant would not be prepared to offer any consideration in respect of our efforts on the NYC Plan, since our revised expectation of contractual award was now indeterminate.  To reflect the new uncertainty of contractual award in the calculation of our U.S. northeast reporting unit’s fair value, we assigned a probability weighting of zero to the expected cash flows from the NYC Plan.

For our April 30, 2013 annual test of impairment, we applied a probability weight of 65% to the expected cash flow stream for the NYC Plan.  We chose a factor of 65% to the NYC Plan cash flow stream to allow for and acknowledge that not all components necessary for contractual award were in our absolute control.

Several events subsequent to April 30, 2013 increased our assessment of the overall likelihood of being awarded the NYC Plan.  In November 2013, our response to the City’s RFP passed the public hearing stage and the Department of Sanitation (“DSNY”) issued a Summary of Key Terms between itself and IESI Corporation (the “Company”), which outlined the terms of contractual agreement between DSNY and the Company for the Municipal Solid Waste Management Transportation and Disposal Services for the Hamilton Avenue and Southwest Brooklyn Marine Transfer Stations.  Finalization of the agreement was conditional on the Company and the Port Authority entering into an acceptable lease for operations at the Greenville Yard.  Our primary focus in the period that followed was on the finalization of this lease agreement.  For the purpose of conducting our annual test of impairment at April 30, 2014, we applied a probability weighting of 90% to the expected cash flow stream associated with the NYC Plan.  We reached this conclusion in light of the events that had transpired since our 2013 annual test of impairment, namely the City’s issuance of the Summary of Key Terms to us.  We viewed the primary condition to successful award, being the finalization of the Greenville Yard lease, as highly achievable.  All indications we had in April 2014 and leading up to the events in October 2014 suggested that a deal was forthcoming.  In addition, at no time prior to October 2014, was there any indication that

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

2

the City of New York would re-issue the RFP.  As outlined below, the material events that occurred since April 30, 2013 through early October 2014, demonstrated a natural progression towards successful contractual award.  Prior to October 2014, we had no material impediments present at any time over that intervening period that called into question the probability weighting we had assigned to the NYC Plan cash flow stream, including either of our two annual impairment test dates and any assessment dates in between.

Question # 2

Please provide us with a description of the material events occurring since 2013, including the reissuance of the RFP by DSNY and the developments discussed briefly in your Form 6-K filed on October 30, 2014, where you state, “certain developments, including current local support for the development of the operating location necessary to execute the New York City long-term contract, have made the likelihood of being awarded the contract indeterminate at this time.”  Tell us the impact these events have had on your assumptions and testing methodology for your most recent test.

Material events (April 2013 through to October 2014)

Outlined below is a list of material events occurring between April 2013 and October 2014.  As addressed above, the series of events from April 2013 to early October 2014 demonstrated a natural progression to successful contractual award and we became increasingly more confident in our prospects of success.  Our increased confidence translated to an increase in the likelihood of securing the NYC Plan, as outlined above, and the probability weight we assigned to the expected cash flow stream.  However, the unexpected events of mid-October 2014 materially changed our outlook of successful contractual award and caused us to conclude that including expected cash flow stream from the NYC Plan in our fair value assessment of our U.S. northeast reporting unit was indeterminate.  In each case, the material event outlined below supports our conclusions and our determination of the likelihood of securing the contractual award between April 2013 and October 2014.

1.

Our proposal is selected and publicly acknowledged by the City and the terms are taken forward through the public approval process.

November 15, 2013 – New York City Record (page 8 of 16) contains the notice of our public hearing on the 25th which read as follows: “SANITATION ■ PUBLIC HEARINGS - NOTICE IS HEREBY GIVEN that a Special Contract Public Hearing will be held on Monday, November 25, 2013, 22 Reade Street, 2nd Floor Conference Room, Borough of Manhattan, commencing at 11:00 A.M. on the following: IN THE MATTER of a proposed contract between the Department of Sanitation and IESI NY Corporation, 1099 Wall Street West, Suite 250, Lyndhurst, New Jersey 07071, for Municipal Solid Waste Management, Transportation and Disposal Services for the Hamilton Avenue and Southwest Brooklyn Marine Transfer Stations. The term of the contract shall be 20 years from the Notice to Proceed for service, for an amount not to exceed $3,645,338,000, with two five-year

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

3

renewal options. PIN#: 82704RR00031. The proposed contractor has been selected by means of the Competitive Sealed Proposal method, pursuant to Section 3-03 of the Procurement Policy Board Rules. A draft copy of the contract terms is available for public inspection at the Department of Sanitation’s Contract Division, 44 Beaver Street, 2nd Floor, Room 203, New York, NY 10004, Monday to Friday, from November 15, 2013 to November 25, 2013, excluding Holidays from 10:00 A.M. to 4:00 P.M.”

2.

Our proposal passed the public hearing stage and the City and IESI finalize the Summary of Key Terms.  Entering into an acceptable lease with the Port Authority Lease is identified as a critical success factor and a precondition to signing.

November 25, 2013 – Summary of Key Terms issued by DSNY to the Company, which outlined the terms of contractual agreement between DSNY and the Company for the Municipal Solid Waste Management Transportation and Disposal Services for the Hamilton Avenue and Southwest Brooklyn Marine Transfer Stations. The Summary of Key Terms included a condition that the service contract will not become effective until the Company enters into a lease with the Port Authority for the portion of Greenville Yard that the Company will be using for its intermodal facility.

3.

After working with the Jersey City Mayor and the Port Authority, the Jersey City Mayor issued a press release noting resolution of issues between each party.

October 6, 2014 – the Mayor of Jersey City, Steven Fulop, announces agreement with the Company and the DSNY for the expansion of their industrial property at the Greenville Yards

4.

Port Authority issues a statement on October 15, 2014 noting that it will not approve the Greenville Yards work in 2014.

5.

Mayor of Jersey City issues a statement noting that the City would not be moving forward with the waste transfer system October 16, 2014.

6.

Final appeal by the Company to the City to consider additional time.

October 22, 2014 – IESI Corporation issues a letter to Hon. Katherine Garcia, Commissioner, NYC Department of Sanitation in a final effort to persuade the City to not re-issue the RFP – requesting additional time to finalize an alternative intermodal facility.

7.

Re-issued RFP posted on City website on October 27, 2014.

8.

RFP process begins again.

October 27, 2014 – Progressive Waste Solutions Ltd., issues a press release outlining that it will submit a bid in response to DSNY’s new RFP for a 20-year contract for the transportation and disposal of containerized municipal solid waste (“MSW”) delivered to two marine transfer stations in Brooklyn.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

4

Additional non-material event information is provided in response to question four below.

Question # 3

Please describe for us the significant assumptions, methods, and results for the Step 1 test of impairment you expected to complete on or before December 31, 2014, and the Step 2 test, to the extent relevant and available.

Significant assumptions, methods and results – Step 1 test of impairment

We use two valuation measures to assess the fair value of each of our reporting units.  The two measures we use are the discounted cash flow (“DCF”) approach and the market approach.  These measures are used consistently to assess the fair value of each of our reporting units.  In every instance, we concluded that the DCF valuation method is the preferred approach and that the use of this approach is how we would expect a third party would approach a valuation of our reporting units.  In addition, our preference for the DCF valuation approach is consistent with how we internally approach valuing potential acquisition candidates that we consider for purchase and it is the primary measure we employ when determining what we are willing to pay for an asset.  It should be noted that the DCF valuation approach consistently yields a lower valuation than the market approach for each of our reporting units.

Method – DCF Approach

The DCF approach estimates fair value from the present value of a reporting unit’s future cash flow stream.  This approach combines current financial information (financial inputs) with a variety of assumptions, including revenue growth rates, margins, the probability of successful award of the NYC Plan, capital and landfill spending, acquisitions, allocation of corporate costs and income tax and discount rates.  The most significant assumptions that we employed to determine the fair value of our U.S. northeast reporting unit are as follows:

●

revenue growth assumption of [***];

●

capital and landfill expenditures equal to [***] until capital and landfill spending reaches [***];

●

revenue less operating and SG&A expense margin of [***];

●

we assigned a probability weight of 0% to the expected cash flows attributable to the NYC Plan;

●

no acquisitions or corporate cost allocations were assumed;

●

a tax and discount rate of [***] and [***], respectively, was applied.

●

In addition, we assumed that cash flows specific to the sale of certain Long Island operations were excluded from the discounted cash flow model for the purpose of determining the fair value of our U.S. northeast reporting unit.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K 0C3

5

Applying the above assumptions in our DCF model, our Step 1 test for impairment yielded a fair value result of negative $82.9 million, which was $110.3 million lower than our U.S. northeast reporting units carrying amount.

Method – market approach

The market approach uses Progressive’s market value of share capital and debt divided by revenues less operating expenses and selling, general and administration expense (“EBITDA”) to arrive at a market multiple of EBITDA.   The Progressive EBITDA multiple is multiplied by our U.S. northeast reporting units EBITDA to arrive at the reporting unit’s fair value.

The primary inputs include Progressive share price, Progressive and our U.S. northeast reporting unit’s EBITDA over the last twelve month period, Progressive’s outstanding share count and its total reported long-term debt, all valued at the then current valuation date.

Employing this approach yields an estimate of our U.S. northeast reporting unit’s fair value of $177.6 million.  Assuming a takeover premium of 25% increases this reporting unit’s fair value to $221.9 million and both of these estimates exceeded the reporting units carrying amount by $150.2 and $194.5 million, respectively.  This result led us to consider the appropriateness of the market approach, and to assess if the nature, scope and size of this reporting unit is comparable to Progressive.  We concluded that it was

January 8, 2015

Via E -mail
Mr. Ian Kids on
Chief Financial  Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K  0C3, Canada

Re: Progressive  Waste Solutions Ltd .
  Form 40 -F
Filed March 28 , 2014
File No. 1-34370

Dear Mr. Kidson:

We have reviewed your response dated December 23, 2014, and have the following
comment s.

Please respond to this letter within ten business days  by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing the information you prov ide in response to these comment s, we may
have  additional comments.

Form 40 -F for the year ended December 31, 2013

Exhibit 99.2 MD&A

Critical Accounting Estimates, page 41

1. Thank you for your response to comment 1 in your letter dated December 23, 2014.  We
have the following additional comments:
 Please provide us with an analysis of how you have adjusted the “probability
weighted expected cash flows” to reflect the inherent uncertainty of contractual award
in the most recent calculations of the U.S . northeast reporting unit’s fair value,
including the test completed on April 30, 2013, and your latest calculation.
 Please provide us with a description of material events occurring since 2013,
including the reissuance of the RFP by DSNY and the developm ents discussed briefly
in your Form 6 -K filed on October 30, 2014, where you state, “certain developments,
including current local support for the development of the operating location
necessary to execute the New York City long -term contract, have made th e likelihood

Mr. Ian Kid son
Progressive Waste Solutions Ltd .
January 8, 2015
Page 2

 of being awarded the contract indeterminate at this time.”  Tell us the impact these
events have had on your assumptions and testing methodology for your most recent
test.
 Please describe for us the significant assumptions, methods, and result s for the Step 1
test of impairment you expected to complete on or before December 31, 2014, and the
Step 2 test, to the extent relevant and available.
 Tell us the relevant information you considered in developing your assumptions, such
as information on c ompetitors, the sites or vendors capable of servicing the
unawarded portion of the contract, and the existence of any Letter of Intent,
Memorandum of Understanding or similar agreement with the City of New York.
 Based on the magnitude of the assumed cash f lows from the New York City long -
term contract, describe for us your current understanding of the potential range of
magnitude of an impairment loss that would result from the inability to secure a
contract with the expect terms.

You may contact Jenn Do at (202) 551-3743  or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Sherry Haywood  at (202) 551 -3345, or Era Anagnosti a t (202) 551 -3369, with any other
questions

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

400 Applewood Crescent

Vaughan ON  L4K 0C3

T: 905 532 7515

F: 905 532 7576

Loreto.grimaldi@progressivewaste.com

www.progressivewaste. com

December 23, 2014

VIA FACSIMILE AND SUBSEQUENT COURIER

Terence O'Brien

Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Dear Sir:

Re:

Progressive Waste Solutions Ltd.

File No.1-34370

I am the SVP General Counsel and Secretary of Progressive Waste Solutions Ltd. (the "Company") and am responding to your letter dated November 25, 2014 addressed to our EVP and Chief Financial Officer, Ian Kidson.

Below please find our responses to your queries. For ease of reference, we have titled our responses in a manner consistent with the headings in your Letter.

Exhibit 40-F for the year-ended December 31, 2013

Exhibit 99.2 MD&A

Section 1 – Critical Accounting Estimates – page 41

We note the disclosure on page 43 that the fair value of the U.S. Northeast reporting unit exceeded its carrying amount only because you included the expected cash flows attributable to successfully securing a long-term contract with New York City in determining the fair value of this reporting unit in step one of the goodwill impairment test. Please explain to us the basis for your belief that as of April, 30 2013, your annual testing date, you would secure this contract.

Our annual test for impairment, completed as at April 30, 2013 included the expected cash flows of successfully securing a long-term contract with the City of New York under the Solid Waste Management Plan (the "NYC Plan"). The annual test for impairment, or Step 1 test, required us to determine the fair value of, amongst others, our U.S. northeast reporting unit and compare the resulting fair value to its carrying amount. When determining the fair value of our U.S. northeast reporting unit, we considered that fair value reflects the price that would be received on the sale of an asset, or paid to transfer a liability, in an orderly transaction between market participants.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K OC3

We further considered that fair value should incorporate the assumptions that market participants would use in pricing assets and liabilities, where market participants are buyers and sellers in the principal (or most advantageous) market for the asset or liability that have all of the following characteristics:

•

Independent of the reporting entity (that is, they are not related parties)

•

Knowledgeable, having a reasonable understanding about the asset or liability and the transaction based on all available information, including information that might be obtained through due diligence efforts that are usual and customary

•

Able to transact for the asset or liability

•

Willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so)

At April 30, 2013, we concluded that to meet the objective of establishing fair value for our U.S. northeast reporting unit, we must include the cash flows attributable to the award of the NYC Plan. In reaching this conclusion, we determined that our U.S. northeast reporting unit would not be sold without acknowledgement and consideration by a market participant of the investment we had made in the NYC Plan, to date, and our then current expectation  of contractual award. We also believed that a market participant would be prepared to make such an acknowledgement and would compensate us for the cash flow stream attributable to the NYC Plan upon the hypothetical sale of our U.S. northeast reporting unit. To reflect the inherent uncertainty of contractual award in the calculation of this reporting unit's fair value, we included the probability weighted expected cash flows from the NYC Plan in our determination of fair value.

At the date of our annual test for impairment, April 30, 2013, the Plan had been worked on by the City and us for a significant period of time and our involvement throughout this period was nothing less than fully supportive. We believed then, and continue to believe now, that securing a 20-year contract with the City is valuable to our Company's operations, and accretive to shareholder returns. By way of background, in 2002 the City of New York announced changes to its long-term solid waste management plan that included a reduction in the City's reliance on private transfer stations and long haul trucking.  While this plan has undergone substantial requirements over a period exceeding 10 years, as at April 30, 2013, and even today, New York City remains fully committed to meaningful reform of its waste transfer and disposal needs.

In 2002, the focus of our work was based on a City plan that had sparse tangible details. Since 2002, the City requested proposals for alternative methods of handling municipal waste and we responded to their requests. All along our objective was simple-partner with the City and be the thought leader for the NYC Plan.  As the details were revised and refined, the City's focus moved to implementation and in 2006 culminated in the New York City Comprehensive Solid Waste Plan. This plan outlined the mechanics of how and where the waste would be moved. For the period that followed, the primary discussions centered on the contractual arrangements necessary to deliver on the NYC Plan.

The NYC Plan would  make contractual  awards in four geographical sections of the City; Queens, Manhattan and two locations in Brooklyn.  The focus of our efforts was, and still

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K OC3

remains, to secure the two locations in Brooklyn. At April 30, 2013, we expected that Covanta Holding Corporation  would be awarded the Queens and Manhattan  locations, which they ultimately were awarded and which they announced on August 26, 2013.

At April 30, 2013, there were several agreements that required finalization, the most notable of which was the Master Service Agreement ("MSA").  Agreements between us and the City, outside of the MSA, while important, hinged on the finalization of the MSA. At April 30, 2013, we anticipated that once the MSA was complete, it was a matter of weeks/months before the other agreements would be finalized. During the MSA negotiations, meaningful discussions/negotiations took place among the parties to such ancillary agreements.

At April 30, 2013, discussions were continuing between the parties to the MSA with the goal of bringing this agreement to resolution.   We were also of the belief that the majority of the commercial and operational issues preventing the MSA from being finalized had been addressed, and that principally site development and dollars were the primary areas requiring resolution/finalization.

In reaching our conclusion that the Company would secure the NYC Plan Contract and that the cash flows related thereto should be included in our annual test of impairment as at April 30, 2013, we relied on the following:

(i)

At April 30, 2013, the contract had not been awarded to another party;

(ii)

The MSA was substantially complete;

(iii)

The Company's proposal was an in-state solution, which in the Company's opinion, placed the Company's bid at an advantage to any bidder proposing an out-of-state solution; moreover, the Company's solution was tied to its Seneca Meadows, NY landfill which is a long-lived site capable of servicing the entire term of the contract;

(iv)

The City of New York had invested heavily in the solution, and there were no indicators known to us that the City would not be moving forward with the NYC Plan;

(v)

The then-current Mayor of New York City was a public proponent of the Company's solution; and

(vi)

Both internal personnel and third party consultants, both of whom the Company was relying on as part of the request for proposal ("RFP") work effort, were highly positive and felt that the Company would be successful in its bid and proposal;

In summary, there were several facts and circumstances supporting the likelihood of a successful contract award, and no known impediments (contractual, political, commercial or otherwise) present at that time that would lead the Company to believe that it would not be successful in securing the contract.  In addition, and while not known  at April 30, 2013, but consistent with our belief at the time, in November 2013 the Company received a "Summary of Key Terms" document from the City outlining the primary contract terms between the City of New York, acting through the Department of Sanitation and IESI NY Corporation, an operating subsidiary of the Company.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K OC3

Describe the nature/service requirements of the contract and its significant terms.

Included in appendix A to our response letter, is "Section II – Summary of the Request for Proposals" (the "Summary RFP") issued by the City of New York, through the Department of Sanitation (the "Department").

Included in appendix B to our response letter, is the "Final Comprehensive Solid Waste Management Plan Executive Summary'' (the "Executive Summary''), issued by the Department.

In summary, the Department's Executive Summary noted that nearly 50,000 tons of waste and recyclables are collected in New York City each day. Roughly 25% of that total is generated by the City's residents and institutions, representing waste that is directly managed by the Department.  The remainder is privately managed and generated by the City's businesses or through construction activities. The system necessary to handle this volume of waste is vast and complex, involving a network of City employees, garages and specialized vehicles, as well as a far-flung array of private haulers, transfer stations and disposal companies.

For years, this complex network converged at the Fresh Kills landfill in Staten Island. But with the phasing out and ultimate closure of that landfill in 2001, a new network replaced the old. With no remaining in – City disposal options, both residential and commercial waste required new landfill options. The result was a new, predominantly truck-based system that relied on a combination of local, land-based private transfer stations and waste disposal in neighboring states.

This system, while meeting the immediate needs for both commercial and residential waste streams, was viewed as unsustainable as a cornerstone of any long-term disposal plan. Perhaps most importantly, the heavy reliance on trucking would impact the environment and local communities along major truck routes. In addition, the costs of this system were rising as nearby landfills filled up and the City was forced to rely on long-haul trucking to deliver waste to distant landfills.

The NYC Plan outlines a new framework for waste management in New York City.  As a starting point, it sets ambitious recycling goals and, by establishing the systems and public education necessary to reach those goals, ensures that the City would be putting an increasing percentage of its waste stream to beneficial use.

The NYC Plan also eliminates the City's reliance on a network of land-based transfer stations and long-haul trucking to export residential waste, and in doing so addresses the community impact of the current network. To achieve this result, the NYC Plan sets forth to evaluate the use of private infrastructure in lieu of public infrastructure, and to evaluate the costs, feasibility and use of private sites to transfer containerized waste by barge or rail. Concurrently, the Department issued an RFP to solicit proposals for the transport and disposal of containerized waste at converted marine transfer stations ("MTSs").   The City also began evaluating the possibility of continuing to rely on available capacity at nearby waste-to-energy facilities.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K OC3

With this backdrop, the City identified four City-owned MTSs to service the Plan, which were identified as Brooklyn, Bronx, Manhattan and Queens. The City expected to enter into 20-year service agreements with one or more private waste management companies to accept the containerized waste, transport it by rail or barge and dispose of it.

As noted above, the key components of the service requirements  are outlined in appendix A. In summary however, the key components of the NYC Plan included the establishment  of borough equity in solid waste management.   To achieve equity, the City would end  the Department's short-term waste export contracts for Department  managed waste that relied on long haul trucking from private transfer stations concentrated in three City communities, including North Brooklyn, the South Bronx and Jamaica, Queens.   Their goal was to develop four MTSs, including two in Brooklyn, that containerize  waste and reduce truck vehicle miles traveled and traffic congestion by maximizing barge/rail waste export.   In addition, the NYC Plan also expects to achieve the following: (a) the use of regional disposal capacity where possible, (b) the entering into of long-term contracts with vendors for the use of private barge/rail based export of containerized waste, (c) the development of barge/rail based commercial waste transfer station capacity, (d) the  stabilization of waste export costs through 20-year contracts, and (e) the evaluation/piloting of alternative municipal solid waste processing technologies.

The City also identified key recycling goals including the management of metal, glass, plastics, and considered the expansion of food and yard waste separation.

The service requirements of the NYC Plan require successful vendors to operate gantry container cranes, maintain the pier deck at each of the MTSs, provide and maintain containers and barges for the MTSs, load/unload containers to and from barges, transport and dispose of waste at one or more disposal facilities.  The Department would operate the MTSs, excluding the cranes and pier deck operations, and would deliver and unload waste, load the waste into steel containers, place lids on and seal the containers, deliver the unloaded containers on trolleys to the barge loading area on the MTS pier deck, and take empty containers from the barge loading area to the waste loading area.

The anticipated contract term was for a period of 20-years and the Department had the option, at its sole discretion, to extend the term for two additional five year periods.  In return, the City would pay the contactor a monthly service fee.  The service fee would include a number of components, including a "Fixed Operating Cost Component", a ''Variable Operating Cost Component", a "Rail Transport Variable Cost Component", a "Disposal Cost Component", an "Equipment Cost Component", and a component for miscellaneous other adjustments referred to as the "Extraordinary Items Component".

Additional details pertaining to the nature and service requirements of the Plan can be found in Appendices A and B.

Also noting the disclosures made in the Form 6-K reporting the results of the third quarter of 2014, if the requirements and terms of the contract have changed materially under the current RFP, tell us those differences as well.

400 Applewood Crescent, 2nd Floor

Vaughan, Ontario L4K OC3

There are no substantive or material differences between the November 2014 RFP and the previous RFP.

Please tell us when you expect to complete step one and two of the impairment test.

With the objective of including the most current and available performance expectations for our U.S. northeast operations in our Step 1 and 2 tests of impairment, we intend to complete our Step 1 test of impairment in conjunction with the finalization of our 2015 budget. Accordingly, we expect to complete our Step 1 test of impairment on or before December 31, 2014 and complete our Step 2 test on or before January 31, 2015.

Section 2 – Net Income Tax Ex

November 25 , 2014

Via E -mail
Mr. Ian Kids on
Chief Financial  Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K  0C3, Canada

Re: Progressive Waste Solutions Ltd .
  Form 40 -F
Filed March 28 , 2014
File No. 1-34370

Dear Mr. Kidson:

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances  or do not
believe an amendment is appropriate , please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Form 40 -F for the year ended December 31, 2013

Exhibit 99.2 MD&A

Critical Accounting Estimates, page 41

1. We note the disclosure on page 43 that the fair value of the U.S. northeast reporting unit
exceeded its carrying amount only because you included the expected cash flows
attributable to successfully securing a long -term contract with New York City in
deter mining the fair value of this reporting unit in step one of the goodwill impairment
test. Please explain to us the basis for your belief that as of April 30, 2013, your annual
testing date, you would secure this contract. Describe the nature/service requir ements of
the contract and its significant terms. Also noting the disclosures made in the Form 6 -K
reporting the results of the third quarter of 2014, if the requirements and terms of the

Mr. Ian Kid son
Progressive Waste Solutions Ltd .
November 25 , 2014
Page 2

 contract have changed materially under the current RFP, tell us thos e differences as well.
Please tell us when you expect to finalize step one and step two if applicable of the
impairment test. We may have further comment.

Form 6 -K filed October 30, 2014

Exhibit 99.1

Net income tax expense, page 16

2. We note from the sta tements of operations in Exhibit 99.2 that your effective tax rate was
21% for the nine months ended September 30, 2014, compared to 37% for the nine
months ended September 30, 2013. We assume a pr imary component of the decrease  in
these effective tax rate s is because of the long -term internal financing structure
implemented in June 2013. Please expand your disclosure of net income tax expense in
MD&A in future filings to: i) quantify the combined basic rate and to identify its
components; ii) quantify the effective tax rate for the periods presented; and iii) explain
how the efficiencies achieved from this new financing structure impacts your effective
tax rate.

 Operations, page 46

3. We note from page 46 that in September, you decided to evaluate strategic  options for
your Long Island, NY operations and expect to complete a sale of the related assets
within the next six months. We assume the Long Island operations are included within
the U.S. northeast reporting unit and constitute a significant portion of this reporting unit.
Notwithstanding the above comment regarding the interim testing of goodwill because of
the uncertainty of securing the New York City long -term contract, please tell us your
consideration for not performing an interim impairment test as  of or prior to September
30, 2014, given your apparent expectation that this portion of the reporting unit would be
sold or otherwise disposed of, as referenced in ASC 350 -20-35-30e. In this regard, we
note from the transcript to the third quarter earning s call that you were considering a
divestiture of the Long Island operations about nine months ago.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informat ion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclo sures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Ian Kid son
Progressive Waste Solutions Ltd .
November 25 , 2014
Page 3

  staff comments or changes to disclosu re in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal s ecurities laws of the United States.

You may contact Jenn Do at (202) 551-3743  or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Sherry Haywood  at (202) 551 -3345, or Era Anagnosti a t (202) 551 -3369, with any other
questions

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

December 23, 2011
 Via E-mail

Mr. Thomas J. Cowee Chief Financial Officer Progressive Waste Solutions Ltd. 400 Applewood Crescent, 2nd Floor Vaughan, Ontario L4K 0C3 Canada
RE: Progressive Waste Solutions Ltd.
Form 40-F for Year e nded December 31, 2010
Filed March 31, 2011
  File No. 1-34370

Dear Mr. Cowee:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

       S i n c e r e l y ,
        / s /  R u f u s  D e c k e r
Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

400   Applewood Crescent, 2nd   Floor

Vaughan,   ON L4K 0C3

T:   905 532 7510 F: 905 532 7576

www.progressivewaste.com

Thomas   J. Cowee

Vice   President & Chief Fiancial Officer

Direct:   905-532-7521

Email:   tom.cowee@progressivewaste.com

December 20, 2011

Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC
 20549-4631

Attention:                                         Rufus Decker, Accounting Branch Chief

Division of Corporate Finance

And:                                                                     Nudrat Salik, Staff Accountant

Division of Corporate Fianace

Dear Sir/Madame:

Re:                             Progressive Waste Solutions Ltd.

Form 40-F for Year ended December 31, 2010

Filed March 31, 2011

File No. 1-34370

Set forth below are the responses of Progressive Waste Solutions Ltd. to the comments of the Staff of the Securities and Exchange Commission regarding the above-referenced filing as set forth in the letter dated December 9, 2011.  We have repeated the comments and followed each comment with our response.

Form 40-F for Year ended December 31, 2010

General

1.             General instruction B(3) of the Form 40-F requires you to file audited annual financial statements and accompanying management’s discussion and analysis under the cover of the Form 40-F.  In future filings, please provide the audited financial statements and accompanying management’s discussion and analysis in your Form 40-F rather than incorporating by reference these items into your Form 40-F.  Alternatively, you may file these items as exhibits to the Form 40-F.

Company Response:

In future filings, we will provide the audited financial statements and accompanying management’s discussion and analysis in the Form 40-F or file these items as exhibits to the Form 40-F.

In addition, as requested in your letter of December 9, 2011, we confirm that:

·                  We are responsible for the adequacy and accuracy of the disclosure in our filing;

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  We may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours truly,

Progressive Waste Solutions Ltd.

/s/   Thomas J. Cowee

Thomas   J. Cowee

Vice   President and Chief Financial Officer

2

December 9, 2011
 Via E-mail

Mr. Thomas J. Cowee Chief Financial Officer Progressive Waste Solutions Ltd. 400 Applewood Crescent, 2nd Floor Vaughan, Ontario L4K 0C3 Canada
RE: Progressive Waste Solutions Ltd.
Form 40-F for Year e nded December 31, 2010
Filed March 31, 2011
  File No. 1-34370

Dear Mr. Cowee:
 We have reviewed your filings and have th e following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.

After reviewing the information you provide in  response to this comment, we may have
additional comments.     Form 40-F for Year ended December 31, 2010

 General

 1. General instruction B(3) of the Form 40-F requires you to file audited annual financial
statements and accompanying management's disc ussion and analysis under the cover of the
Form 40-F.  In future filings, please provi de the audited financial statements and
accompanying management’s discussion and analysis in your Form 40-F rather than incorporating by reference thes e items into your Form 40-F.  Alternatively, you may file
these items as exhibits to the Form 40-F.

Mr. Thomas J. Cowee Progressive Waste Solutions Ltd. December 9, 2011 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

If you have any questions regarding this comm ent, please direct them to Nudrat Salik,
Staff Accountant, at (202) 551-3692 or, in her absence, to Jeanne Baker, Assistant Chief
Accountant, at (202) 551-3691.         S i n c e r e l y ,          / s /  R u f u s  D e c k e r

Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

  Bill
  Chyfetz

  Vice-President & General Counsel

  Direct: 416-401-7724

  Email: bill.chyfetz@bficanada.com

June 4, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pamela Long

  Re:

  IESI-BFC
  Ltd.

  Registration
  Statement on Form F-4

  Registration Statement
  No. 333-164402

Dear Ms. Long:

In accordance with Rule 461
of Regulation C under the Securities Act of 1933, as amended, IESI-BFC Ltd. (the
“Company”) hereby requests acceleration of effectiveness of the
above-captioned Registration Statement on Form F-4 to 10:00 a.m. (Eastern
Standard Time) on
June 7, 2010, or as soon thereafter as practicable.

In connection with the
foregoing request for acceleration of effectiveness, the Company hereby
acknowledges the following:

·                  Should the U.S.
Securities and Exchange Commission (the “Commission”) or the Staff of
the Commission (the “Staff”), acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

·                  The action of
the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and

·                  The Company may
not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

135
Queens Plate Drive, Suite 300 · Toronto, Ontario · M9W
6V1 · Phone 416-741-5221 · Fax
416-741-4565

2301 Eagle Parkway, Suite 200 · Fort Worth, Texas ·
76177 · Phone 817-632-4000 · Fax
817-632-4540

Please contact Joris M.
Hogan, Torys LLP at (212) 880-6050 with any questions you may have concerning
this report.  In addition, please notify Mr. Hogan
when this request for acceleration has been granted.

  By:

  IESI-BFC
  LTD.

  /s/
  William Chyfetz

  Name:

  William
  Chyfetz

  Title:

  Vice
  President, General Counsel and Secretary

135
Queens Plate Drive, Suite 300 · Toronto, Ontario · M9W
6V1 · Phone 416-741-5221 · Fax
416-741-4565

2301 Eagle Parkway, Suite 200 · Fort Worth, Texas ·
76177 · Phone 817-632-4000 · Fax
817-632-4540

CORRESP
1
filename1.htm

June 3, 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. 3 to Registration Statement on Form F-4

  Filed May 18, 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 May 28, 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. 3 to Registration Statement on Form F-4,
File No. 333-164402, filed on May 18, 2010 (the “Registration
Statement”).

On the date hereof, the
Company has filed Amendment No. 4 to the Registration Statement (“Amendment
No. 4”) 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. 4 showing changes
against the Registration Statement as filed on May 18, 2010.  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. 4.  Capitalized terms
used herein and not otherwise defined herein shall have the meanings set forth
in Amendment No. 4.

Amendment No. 3 to Form F-4

Summary

The Merger Agreement, page 11

1.                                       Please revise
your disclosures here and elsewhere as appropriate to disclose, if known, the
timeframe in which you expect to reach agreement with the Canadian Commissioner
of Competition regarding the potential 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.

Response.

In response to the Staff’s comment, the Company wishes to confirm that
the Company’s disclosure in Amendment No. 3 on pages 13, 14, 81 and
286 relating to the status of discussions among the Company, WSI and the
Commissioner, the expected divestiture of certain assets representing no more
than approximately $20 million of annualized revenue for the combined company,
and that the assets to be disposed of have not been definitively identified
remains accurate.  We are advised by the
Company that representatives of the Canadian Commissioner of Competition had
specifically reviewed the disclosure in Amendment No. 3.

The timeframe relating to ultimate resolution of these discussions
remains unknown.  However, the Company
has a high level of confidence that the ultimate resolution shall be within the
parameters disclosed in the Registration Statement.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations of IESI-BFC

Definitions of Adjusted EBITDA and Free cash
flow, page 114

2.                                       In the last
sentence before the tabular information on page 116, please remove the
statement that the information is provided “for convenience and informational
purposes only,” as this may suggest to investors that they are not entitled to
rely on the information.

Response.

In response to the Staff’s comment, the Company has removed the phrase “and
are provided for convenience and informational purposes only” from the last
sentence before the tabular information on page 116 of Amendment No. 4.

2

Review Of
Operations — For the Three Months Ended March 31, 2010, page 119

3.                                       Please
expand/revise your discussion under 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 increase 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 items,
therefore the extent to which each of these items impacted 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.

Response.

In response to the Staff’s comment, the Company respectfully submits
that changes in operating cost amounts are not significant, unusual, infrequent
or material and are consistent with the movements in revenues.  For example, operating costs in the Company’s U.S. south
segment increased approximately $5,200 period over period due to higher labor
costs of $1,500 and higher vehicle operating costs of $2,100.  A $3,600 change in operating costs represents
less than 1.4%
of total consolidated revenues.  As a
result, the Company believes that none of these amounts are meaningful to an
investor’s understanding of the Company’s performance.

*              *              *              *              *

3

Any questions or comments
with respect to Amendment No. 4 or this letter may be communicated to the
undersigned at (212) 880-6050 or Daniel P. Raglan at (212) 880-6160.  Please send copies of any correspondence
relating to this filing to Joris M. Hogan by facsimile to (212) 682-0200 with
the original by mail to Torys LLP, 237 Park Avenue, New York, New York 10017.

  Sincerely,

  /s/ Joris M. Hogan

  Joris M. Hogan

cc:                                 Sherry
Haywood

(Securities and Exchange Commission)

William Chyfetz

Thomas J. Fowler

Andrea S. Rudnick

(IESI-BFC Ltd.)

Daniel P. Raglan

(Torys LLP)

Ivan R. Cairns

(Waste Services, Inc.)

Rick L. Burdick

Daniel I. Fisher

(Akin Gump Strauss Hauer & Feld LLP)

Christopher W. Morgan

(Skadden, Arps, Slate, Meagher & Flom LLP)

4

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

CORRESP
1
filename1.htm

May 18, 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. 2 to Registration Statement on Form F-4

  Filed April 19, 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 May 5, 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. 2 to Registration Statement on Form F-4,
File No. 333-164402, filed on April 19, 2010 (the “Registration Statement”).

On
the date hereof, the Company has filed Amendment No. 3 to the Registration
Statement (“Amendment No. 3”) 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. 3 showing
changes against the Registration Statement as filed on April 19,
2010.  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. 3.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in Amendment No. 3.

Amendment
No. 2 to Form F-4

General

1.                                       Please note the updating
requirements of Item 10 of Part I.B of Form F-4, Item 8.A of Form 20-F
and Item 512(4) of Regulation S-K.
Please also update to include the interim financial statements for Waste
Services, Inc. as well.

Response.

In response to the Staff’s
comment, the Company has updated the financial statements in Amendment No. 3
to comply with Item 10 of Part I.B of Form F-4, Item 8.A of Form 20-F
and Item 512(a)(4) of Regulation S-K.
The Company has also included Waste Services, Inc.’s interim
financial statements in Amendment No. 3.

2.                                       Please ensure that you supply all
information currently omitted from the prospectus prior to requesting
acceleration.

Response.

In response to the Staff’s
comment, the Company will ensure that the prospectus includes  all information currently omitted from Amendment
No. 3 before it submits a request for acceleration of
effectiveness of the Registration Statement.

Financial
Statements- IESI-BFC Ltd.

Consolidated
Balance Sheet, page F-75

3.                                       On page 248, you disclose
that all of IESI-BFC’s shares are no par value.
Please revise your balance sheet, pro forma financial statements and
elsewhere in your filing as applicable, to disclose that your common stock has
no par value.

Response.

In response to the Staff’s
comment, the Company has revised the disclosure on its balance sheet, pro forma
financial statements and elsewhere in the Registration Statement, as
applicable, to make clear that its common stock has no par value.

2

19.
Equity

Accumulated
Other Comprehensive (loss) income, page F-108

4.                                       Your table on page F-108
indicates that the amounts presented for foreign currency translations
adjustments include reclassifications.
Please separately disclose the amounts of your reclassifications
adjustments as well as the tax effect on the reclassification adjustments.
Refer to ASC 220-10-55 for further guidance.

Response.

In response to the Staff’s
comment, the Company revised the table on page F-128 of Amendment No. 3
to disclose the amounts of its reclassification adjustments.  As per the Company’s disclosure on page F-125
of Amendment No. 3, there was no tax effect on the Company’s foreign
currency translation adjustments for each of the years ended December 31,
2009, 2008 and 2007.

*              *              *              *              *

3

Any
questions or comments with respect to Amendment No. 3 or this letter may
be communicated to the undersigned at (212) 880-6050 or Daniel P. Raglan at
(212) 880-6160.  Please send copies of
any correspondence relating to this filing to Joris M. Hogan by facsimile to
(212) 682-0200 with the original by mail to Torys LLP, 237 Park Avenue, New
York, New York 10017.

  Sincerely,

  /s/ Joris M. Hogan

  Joris M. Hogan

  cc:

  Sherry
  Haywood

  (Securities
  and Exchange Commission)

  William
  Chyfetz

  Thomas
  J. Fowler

  Andrea
  S. Rudnick

  (IESI-BFC
  Ltd.)

  Daniel
  P. Raglan

  (Torys
  LLP)

  Ivan
  R. Cairns

  (Waste
  Services, Inc.)

  Rick
  L. Burdick

  Daniel
  I. Fisher

  (Akin Gump Strauss Hauer & Feld LLP)

  Christopher
  W. Morgan

  (Skadden, Arps, Slate,
  Meagher & Flom LLP)

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
May 5, 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. 2 to Registrati on Statement on Form F-4
Filed April 19, 2010
  File No. 333-164402

Dear Mr. Carrigan:

We have reviewed your filing and have the following comments.

Amendment No. 2 to Form F-4

General

1. Please note the updating requirements of It em 10 of Part 1.B of Form F-4, Item
8.A of Form 20-F and Item 512(4) of Regulation S-K.  Please also update to
include the interim financial statements for Waste Services, Inc. as well.

2. Please ensure that you supply all information currently omitted from the prospectus prior to requesting acceleration.
 Financial Statements- IESI-BFC Ltd

 Consolidated Balance Sheet, page F-75

3. On page 248, you disclose that all of IES I-BFC’s shares are no par value.  Please
revise your balance sheet, pro forma financial statements and elsewhere in your filing as applicable, to disclose that y our common stock has no par value.

Keith A. Carrigan
IESI-BFC Ltd. May 5, 2010 Page 2   19. Equity

 Accumulated Other Comprehensive (loss) income, page F-108

4. Your table on page F-108 indicates th at the amounts presented for foreign
currency translations adjustments include  reclassifications.  Please separately
disclose the amounts of your reclassifications  adjustments as well as the tax effect
on the reclassification adjustments.  Refer to ASC 220-10-55 for further guidance.
 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

CORRESP
1
filename1.htm

[IESI-BFC Ltd. Letterhead]

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. (the “Company”)

  Registration Statement on Form F-4

  File No. 333-164402

Dear Ms. Long:

In connection with the comments of the Staff of the
Securities and Exchange Commission (the “Commission”) dated April 8,
2010, relating to the above-captioned filing, we hereby acknowledge the following:

·                  The Company is responsible
for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to
the disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

·                  The Company may not assert
Staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

  Very
  truly yours,

  IESI-BFC
  LTD.

  By:

  /s/ William Chyfetz

  Name:

  William
  Chyfetz

  Title:

  Vice President and General Counsel

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

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

CORRESP
1
filename1.htm

  237 Park Avenue

  New York, New York

  10017.3142 USA

  Tel 212.880.6000

  Fax 212.682.0200

  www.torys.com

  March 17,
  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.

  Registration Statement on Form F-4

  Filed January 19, 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 February 17,
2010 to Keith A. Carrigan, Vice Chairman and Chief Executive Officer of the
Company (the “Comment Letter”), with respect to the Company’s Registration
Statement on Form F-4, File No. 333-164402, filed on January 19,
2010 (the “Registration Statement”).

On the date hereof, the Company has filed Amendment No. 1
to the Registration Statement (“Amendment No. 1”) 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. 1
showing changes against the Registration Statement as originally filed on January 19,
2010.  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. 1.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in Amendment No. 1.

General

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

Response.

The Company has asked us to advise the Staff that Exhibit 5.1
(opinion of Torys LLP as to the validity of the common shares of IESI-BFC Ltd.
being registered), Exhibit 8.1 (opinion of Akin Gump Strauss Hauer &
Feld LLP as to certain United States federal income tax matters), Exhibit 8.2
(opinion of Torys LLP as to certain United States federal income tax matters), Exhibit 8.3
(opinion of Torys LLP as to certain Canadian income tax matters) and Exhibit 99.1
(form of proxy card for the Waste Services, Inc. special meeting of stockholders)
have now been filed with Amendment No. 1.
In addition, the Company has filed a Waiver, dated as of January 8,
2010 (the “Waiver”), as Exhibit 99.2 to Amendment No. 1.  The Company does not intend to file any
additional exhibits to the Registration Statement.

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.

Response.

The Company has revised the “Calculation of Registration Fee” table,
which appears on the cover page of Amendment No. 1, to register
35,688,692 shares of Company common stock which represents the sum of (a) and
(b) in footnote 1 to the table.

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 these shares may
be issuable in IESI-BFC’s “sole discretion” does not seem to be consistent 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.

Response.

The Company has asked us to advise the Staff that the 5,753,740 shares
referred to in footnote (1)(b) of the “Calculation of Registration Fee”
table are intended to

2

cover any additional shares that the Company may decide to issue in the
event of a disproportionate decline in the Company’s stock price, as calculated
in accordance with Section 6.3.5 of the Merger Agreement.

Pursuant to Section 6.3.5 of the Merger Agreement, the Company is
not obligated to issue any such additional shares and Waste Services Inc.’s (“WSI”)
termination of the agreement under the circumstances specified in Section 6.3.5
does not trigger any obligation by the Company to pay damages to WSI.  As such, the issuance of any such additional
shares is at the “sole discretion” of the Company.

The Company has revised the disclosure on pages 6, 7 and 86 of
Amendment No. 1 to clarify the circumstances under which any such
additional shares may be issued.

The Company further confirms to the Staff that it signed a Waiver, in
which it waived its right to provide any additional consideration (under the
circumstances of Section 6.3.5 of the Merger Agreement) in the form of
cash.  The Waiver is filed as Exhibit 99.2
to Amendment No. 1.

Letter to WSI
Shareholders

4.                                       Please ensure that the letter to WSI shareholders,
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
number of shares being offered by IESI-BFC in the merger.

Response.

The Company has revised the letter to WSI stockholders to contain all
of the information required by Item 501 of Regulation S-K, including the
maximum number of shares that the Company expects to offer 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 information is available without charge, as required by Item 2(1) and
(2) of Form F-4.

Response.

The Company has revised the inside front cover page of the
prospectus to provide the information 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 IESI-BFC share price, please
state the share prices that

3

would trigger an adjustment where possible.  For example, please give the actual closing
share price on November 10, 2009, and if true, clarify that no adjustment
to the share price will be made until the IESI-BFC share price drops below
$10.64 (80% of the $13.31 closing share price on November 10, 2009).

Response.

The Company has revised the disclosure on pages 6 and 7 of Amendment
No. 1 in response to the Staff’s comment.

7.                                       We understand that WSI is not required to complete the
merger if IESI-BFC does not increase the merger consideration following a share
price decline as described in this section.
Please clarify whether IESI-BFC has an obligation to increase the
consideration, such that it would be in breach of the agreement if it failed to
pay the increased consideration, and whether it would be required to pay WSI a
termination fee if WSI was unwilling to complete the merger absent the
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 condition?  If so, would WSI resolicit the shareholder
vote?  Please also consider whether any
risk factor disclosure is appropriate in response to this comment.

Response.

The Company has revised the disclosure on pages 6, 7 and 86 of
Amendment No. 1 to clarify that IESI-BFC is under no obligation to
increase the merger consideration and that no termination fee or other damages
would be payable by IESI-BFC or WSI if WSI was unwilling to complete the merger
absent the adjustment.

Thus, for example, if the price of IESI-BFC common shares over the ten
trading days prior to the planned closing of the merger dropped below C$11.17
and such percentage decline from its closing price on November 10, 2009
(C$13.96) was more than 20% greater than the percentage decline (if any) of the
relevant sector basket over the same period, then WSI would not be required to
complete the merger unless IESI-BFC chose to increase the merger consideration
by an amount equal to the percentage decline by which IESI-BFC common shares
dropped below C$11.17.

The Company has also asked us to advise the Staff that it has no way of
currently knowing what WSI’s response may be in the event of a precipitous
decline in the trading price of IESI-BFC common shares, which not only would
have to be in excess of 20% but also would need to be in excess of 20% when
compared to the trading price decline (if any) over the same period of a sector
basket consisting of three publicly held companies in the waste service
business (Waste Management, Inc, Republic Services, Inc. and Waste
Connections, Inc.).

4

The Company has also asked us to further advise the Staff that it does
not feel risk factor disclosure is appropriate given the remoteness of the risk
of such a decline.  As of March 15,
2010, the closing price of IESI-BFC common shares on the TSX was C$17.81, which
represents a 27.6% increase over the benchmark trading price on November 10,
2009.

Cautionary
Statement Regarding Forward-Looking Statements, p. 24

8.                                       Many of the statements in your registration statement
relate to present facts or conditions, rather than to historical facts or
future events.  In light of this, the
phrase in parentheses at the end of the first 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.

Response.

The Company has revised the first paragraph on page 24 of
Amendment No. 1 in response to the Staff’s comment.

The rights of
WSI stockholders will change as a result of the merger, page 28

9.                                       Please revise this risk factor 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.

Response.

The Company has revised the risk factor on page 28 of Amendment No. 1
in response to the Staff’s comment.

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 captioned risk factor,
which discusses the risks associated with being a foreign private issuer.  Please 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,
since more than 50% of your assets are located in the U.S.  Please also disclose, if possible, the
percentage of your outstanding voting securities you anticipate being held by
U.S. residents after the transaction has taken place.

5

Response.

The Company has revised the risk factor in response to the Staff’s
comment by disclosing two separate risk factors on page 30 of Amendment No. 1.  The first risk factor addresses the risk that
foreign private issuers are permitted to file less information with the SEC
than companies incorporated in the United States, and the second risk factor
addresses the risk that IESI-BFC may lose its foreign private issuer status in
the future.  The second risk factor makes
clear that more than 50% of IESI-BFC’s total assets are located in the United
States and that foreign private issuer status thus depends on U.S. residents
owning less than half of its outstanding voting securities.

The Company has asked us to advise the Staff that at present it is
unable to anticipate the percentage of its outstanding voting securities that
will be held by U.S. residents after the transaction has taken place.

Background of
the Merger, page 54

11.                                 Please elaborate on why the parties decided 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
consideration were offered or discussed, and who terminated the discussions and
why.

Response.

The Company has revised the disclosure to add the fourth and fifth full
paragraphs on page 54 of Amendment No. 1 in response to the Staff’s
comment.

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

Response.

The Company has revised the disclosure to add the penultimate paragraph
on page 54 of Amendment No. 1 in response to the Staff’s comment.

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 that 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.”

Response.

The Company has revised the disclosure on page 55 of Amendment No. 1
in response to the Staff’s comment.

6

14.                                 We note that one of WSI’s board members 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.

Response.

In response to the Staff’s comment, the Company has removed all
references to the board’s “unanimous” approval of the merger throughout the
proxy statement/prospectus.

15.                                 Please elaborate on the negotiation of the potential
adjustment to the exchange ratio for significant declines in the price 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.

Response.

In response to the Staff’s comment on the negotiation of the potential
adjustment to the exchange ratio, the Company has revised the disclosure to add
the seventh full paragraph on page 55 of Amendment No. 1.

In response to the Staff’s comment regarding the Company’s waiver that
was entered into after the execution of the Merger Agreement, the Company has
asked us to advise the Staff that the parties had entered into the transaction
on the assumption that there were to be no appraisal rights under Delaware law
but were subsequently advised by counsel that the option to provide additional
merger consideration in cash could, under certain theoretical circumstances, potentially
generate such appraisal rights.  As a
result, the Company executed the Waiver to remove this theoretical possibility
and to affirm the ba

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.

CORRESP
1
filename1.htm

  237 Park Avenue

  New York, New York

  10017.3142 USA

  Tel  212.880.6000

  Fax  212.682.0200

  www.torys.com

January 19,
2010

Division of Corporation
Finance

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: IESI-BFC Ltd. – Form F-4

Dear Sirs/Madames:

On behalf of our client,
IESI-BFC Ltd. (the “Company”), we transmit electronically for filing under the
Securities Act of 1933, as amended, the Company’s Registration Statement on Form F-4
(the “Registration Statement”), including exhibits thereto, relating to the
proposed acquisition by the Company of Waste Services, Inc.

If you have any questions
regarding the Registration Statement, please feel free to contact me at (212)
880-6160 or draglan@torys.com.  Please
send copies of any correspondence relating to this filing to my attention by
facsimile to (212) 682-0200 with the original by mail to Torys LLP, 237 Park
Avenue, 20th Floor, New York, NY 10017, Attention: Daniel P. Raglan.

  Very truly yours,

  /s/ Daniel
  P. Raglan