Jim Forese CHAIRMAN 2

Transcription

1 1

2 Jim Forese CHAIRMAN 2

3 Independent Directors John Dillon Larry Hughes Jeffrey Keefer Douglas Knight Sue Lee Daniel Milliard James Forese 3

4 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 4

5 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 5

6 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 6

7 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 7

8 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 8

9 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 9

10 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 10

11 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 11

12 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 12

13 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 13

14 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 14

15 Business of the Meeting Appointment of Secretary and Scrutineers Notice of Meeting Quorum Voting by Ballot and Transaction Resolution Approval of the Consolidation Approval of the Incentive Plan Result of Ballot on Transaction Resolution, Consolidation Resolution and Incentive Plan Resolution Presentation of Financial Statements and Auditors Report Appointment and Remuneration of Auditors Election of Directors Conclusion of Formal Business 15

16 Thank You 16

17 Forward Looking Statements This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (which includes forward-looking information within the meaning of applicable Canadian securities laws) and other U.S. securities laws and is subject to the safe-harbor created by such Act. These forward-looking statements are not based on historical facts but instead reflect Progressive Waste s management s expectations, estimates or projections concerning future results or events. These forward-looking statements are often identified by the words may, might, believes, thinks, anticipates, plans, expects, intends or similar expressions and include statements regarding (1) expectations regarding whether the transaction with Waste Connections will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction, and (2) expectations for other economic, business, and/or competitive factors. Although Progressive Waste believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the proposed transactions on the proposed terms and schedule, and to the extent, anticipated the potential impact of the announcement or consummation of the proposed transactions on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; significant competition that Waste Connections and Progressive Waste face; compliance with extensive government regulation; and the diversion of management time on the proposed transactions. These forward-looking statements may be affected by risks and uncertainties in the business of Waste Connections and Progressive Waste and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Progressive Waste with applicable Canadian securities regulators and the U.S. Securities and Exchange Commission (the SEC ), including (i) Progressive Waste s most recent Annual Report on Form 40-F and Current Reports on Form 6-K, and (ii) Progressive Waste s current and annual Management s Discussion and Analysis and the Annual Information Form. Progressive Waste wishes to caution readers that certain important factors may have affected and could in the future affect their actual results and could cause their actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of Progressive Waste. Progressive Waste does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date hereof, except as may be specifically required by applicable securities laws. 17

18 Dan Pio CHIEF EXECUTIVE OFFICER 18

19 A Rich History of Growth Allied spins off its then 20-yearold Canadian operations to create BFI Canada Inc. with revenues of $120M BFI Canada Inc. acquires IESI, adding operations in the southern and northeastern U.S. BFI Canada Inc. acquires WSI and changes its name to Progressive Waste Solutions Our company has grown to include operations in 14 U.S. states and 6 Canadian provinces with revenues of more than $2B With Waste Connections, we will effectively double our size and create an industry leader with revenues of more than $4B 19

20 Stronger Together STRATEGIC AND FINANCIAL HIGHLIGHTS 20

21 Expanded Operational Footprint Legend Corporate HQ Regional HQ/Office Collection Transfer Disposal / Landfill Recycling Intermodal E&P Transfer E&P Processing & Disposal 21

22 Diversified Revenue Streams and Meaningful Synergy Opportunities Pro Forma Revenue by Service Line ~$4.1 billion 19% 3% 6% 3% Collection Transfer & Disposal Synergy Opportunities Approximately $50M in annualized SG&A savings within first 12 months Potential for additional long-term upside from operational and safetyrelated improvements Recycling 69% E&P Waste Treatment Other 22

23 Strong Financial Profile Sector leading conversion of adjusted EBITDA (A) to adjusted free cash flow (B) Industry leading adjusted EBITDA (A) margins of more than 30% Continued payment of cash dividends 23

24 Operations at a Glance We gain market-leading position in the treatment of exploration and production ( E&P ) waste Progressive Waste Solutions and Waste Connections are a winning combination that will secure a strong future for all of Progressive s stakeholders (1) Includes active Municipal Solid Waste (MSW), E&P and/or non-msw landfills. 24

25 The Combined Company Board/ Management Domicile/ Headquarters Combined company to be led by current WCN management team Board to include the five current members of WCN Board and two current members of BIN Board Dan Pio will remain with the Company as President Canada Domiciled in Canada Corporate headquarters in The Woodlands, Texas Canadian regional headquarters in Toronto, Ontario This combination makes strategic and financial sense, providing substantial value to our shareholders and new growth opportunities to our employees 25

26 Thank You To Our Employees This combination is a result of our employees tremendous hard work and contributions to our success We are confident employees will continue to flourish through this next stage in our journey Waste Connections has a strong culture of employee safety and empowerment To Our Shareholders Thank you for your years of support We look forward to the value we will create for you in years to come with Waste Connections 26

27 Q&A Questions? 27

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29 Definitions (A) Adjusted EBITDA, a non-u.s. GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. For a reconciliation of this non-gaap measure, please refer to filings made by Waste Connections and Progressive Waste with the U.S. Securities and Exchange Commission, including Waste Connections quarterly reports on Form 10-Q and its annual report on Form 10-K for the year ended December 31, 2015, as well as in Progressive Waste s filings with the Canadian securities regulators. (B) Adjusted free cash flow is a term which does not have a standardized meaning prescribed by U.S. GAAP. For a reconciliation of this non-gaap measure, please refer to filings made by Waste Connections and Progressive Waste with the U.S. Securities and Exchange Commission, including Waste Connections quarterly reports on Form 10-Q and its annual report on Form 10-K for the year ended December 31, 2015, as well as in Progressive Waste s filings with the Canadian securities regulators. 29