Item
2.01. Completion of Acquisition or Disposition of
Assets.
On April
1, 2009, Waste Connections, Inc. (the “Company”) and some of its wholly-owned
subsidiaries (“buyers”) completed the initial closing of the acquisition of
certain assets from Republic Services, Inc. (“Republic”) and some of its
subsidiaries and affiliates. The assets, which included all of the
limited liability company membership interests of two subsidiaries of Republic,
were divested as a result of Republic’s recent merger with Allied Waste
Industries, Inc. The assets acquired include five municipal solid
waste landfills, three collection operations and two transfer stations across
four markets: Southern California; Denver, CO; Houston, TX;
Greenville/Spartanburg, SC; and Flint, MI. The limited liability
company membership interests acquired were of Republic Services of California I,
LLC, which owns a municipal solid waste landfill located in Southern California,
and Anderson Regional Landfill, LLC, which owns a municipal solid waste landfill
located in Greenville/Spartanburg, SC. Buyers paid an aggregate cash
purchase price of $261,302,481 for the purchased assets and membership interests
(including $8,056,426 for the purchase of accounts receivable and other pre-paid
assets), which amount is subject to post-closing pro-rations and other
adjustments.
The
acquisition of the assets was consummated pursuant to the terms of three
principal agreements: (1) an Amended and Restated Asset Purchase Agreement,
dated as of April 1, 2009, by and among Republic, the Company and the other
entities party thereto (the “Asset Purchase Agreement”); (2) a Purchase
Agreement, dated as of April 1, 2009, by and among Republic, Republic Services
of California Holding Company, Inc. and Republic Services of California I, LLC
(“RSCI”) on the one hand, and the Company and Chiquita Canyon, Inc. on the other
hand; and (3) a Purchase Agreement, dated as of April 1, 2009, by and among
Republic, Allied Waste Landfill Holdings, Inc., Allied Waste North America, Inc.
and Anderson Regional Landfill, LLC (“ARL”) on the one hand, and the Company and
Anderson County Landfill, Inc. on the other hand.
The
Company also entered into a Stock Purchase Agreement, dated as of April 1, 2009,
with Republic, Allied Waste North America, Inc. (“AWNA”) and Chambers
Development of North Carolina, Inc. (“Chambers”), pursuant to which the Company
agreed to purchase all of the outstanding capital stock of Chambers from
AWNA. Chambers owns a landfill in the Charlotte, NC
market.
The Stock
Purchase Agreement contains representations and warranties, covenants,
conditions and post-closing indemnities. The closing of the
transaction is subject to the receipt of necessary and acceptable consents,
regulatory approvals and other closing conditions. The parties have
agreed that the closing of the other assets being purchased by buyers under the
Asset Purchase Agreement in the Charlotte, NC market, which consist of a
transfer station and two collection operations, is conditioned on the closing of
the transaction contemplated by the Stock Purchase Agreement for
Chambers. The closing of the assets being purchased by buyers under
the Asset Purchase Agreement in the Lubbock, TX market, which consist of a
collection operation, is subject to the receipt of necessary regulatory
approvals and other closing conditions. The Charlotte, NC and
Lubbock, TX transactions are expected to close in the second quarter of
2009.
The
original Asset Purchase Agreement was previously disclosed in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2008, filed with the
Securities and Exchange Commission on February 10, 2009. The Company
and Republic had initially agreed to the purchase and sale of the assets of
RSCI, ARL and Chambers pursuant to the original Asset Purchase
Agreement. However, the parties later decided to structure the
transactions as equity sales, but otherwise on terms and conditions
substantially similar to those contained in the original Asset Purchase
Agreement.
Safe
Harbor for Forward-Looking Statements
Certain
statements contained in this report are forward-looking in nature, including
statements regarding the expected closings of the Charlotte, NC and Lubbock, TX
transactions. These statements can be identified by the use of
forward-looking terminology such as “believes,” “expects,” “may,” “will,”
“should,” or “anticipates,” or the negative thereof or comparable terminology,
or by discussions of strategy. Our business and operations are
subject to a variety of risks and uncertainties and, consequently, actual
results may differ materially from those projected by any forward-looking
statements. Factors that could cause actual results to differ from
those projected include, but are not limited to, the following: (1) a
portion of our growth and future financial performance depends on our ability to
integrate acquired businesses into our organization and operations; (2) our
acquisitions may not be successful, resulting in changes in strategy, operating
losses or a loss on sale of the business acquired; (3) competition for
acquisition candidates, consolidation within the waste industry and economic and
market conditions may limit our ability to grow through acquisitions;
(4) each business that we acquire or have acquired may have liabilities
that we fail or are unable to discover, including environmental liabilities;
(5) our accruals for our landfill site closure and post-closure costs may
be inadequate; (6) our financial and operating performance may be affected
by the inability to renew landfill operating permits, obtain new landfills and
expand existing ones; (7) future changes in laws regulating the flow of
solid waste in interstate commerce could adversely affect our operating results;
(8) we may not be able to obtain satisfactory regulatory approvals to operate
acquired assets or consummate the acquisition of assets we seek to acquire; and
(9) extensive regulations that govern the design, operation and closure of
landfills may restrict our landfill operations or increase our costs of
operating landfills. These risks and uncertainties, as well as
others, are discussed in greater detail in our filings with the Securities and
Exchange Commission, including our most recent Annual Report on Form 10-K.
There may be additional risks of which we are not presently aware or that we
currently believe are immaterial which could have an adverse impact on our
business. We make no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances that may
change.
Item
7.01. Regulation FD Disclosure.
On April
2, 2009, we issued a press release titled “Waste Connections Completes
Acquisition of Certain Divested Assets from Republic Services” a copy of which
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.