Progressive/Waste Management -- summary under Reverse takeovers

Overview

It is proposed that Waste Connections, a NYSE-listed Delaware corporation, will effect a reverse takeover of Progressive, a TSX and NYSE-listed OBCA corporation, through a merger of Waste Connections with a Delaware shell sub of Progressive, with Waste Connections as the survivor and with Waste Connections’ shareholders receiving common shares of Progressive so as to end up holding 70% of Progressive. The shares of Progressive will then be consolidated (so that the Waste Connections shareholders have the same number of shares as before) – and Progressive will be renamed Waste Connections by means of amalgamation with a shell Ontario subsidiary with that name. The obligation to effect the merger is conditional upon receipt of opinions that Code s. 7874 should not cause Progressive to be treated as a U.S. corporation. The disclosure estimates that the April 4, 2016 U.S. Treasury Department and IRS proposals, that could cause intercompany debt if it were to exceed the currently outstanding debt of Waste Connections to be treated as equity, would reduce the adjusted free cash flow expected in the first year following the Merger by less than 3%.

See full summary under Public Transactions - Other - Continuances/Migrations - Inversions.