SlideShare a Scribd company logo
A Compelling Combination for Shareholders
1
January 19, 2016
Safe Harbor and Forward-Looking Information
This document includes forward-looking statements (which includes “forward-looking information” within the meaning of applicable
Canadian securities laws). These forward-looking statements are not based on historical facts but instead reflect Progressive
Waste's or Waste Connections’ respective 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, including the merger, the issuance of the merger consideration and the proposed share consolidation of Progressive
Waste, will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing
for completing the transaction, (2) expectations for the effects of the transaction or the ability of the combined company to
successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or
delays, (3) the potential benefits and synergies of the transaction, including expected cost savings and tax benefits and (4)
expectations for other economic, business, and/or competitive factors. Although Waste Connections and Progressive Waste
believe 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; the ability
of Waste Connections and Progressive Waste to successfully integrate their respective operations and employees and realize
synergies and cost savings at the times, 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 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, 2014, and Progressive Waste’s quarterly reports on
Form 6-K and its year-end report for the year ended December 31, 2014, as well as in Progressive Waste’s filings with the
Canadian securities regulators. Waste Connections and Progressive Waste wish 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 Waste Connections or
Progressive Waste. Neither Waste Connections nor Progressive Waste undertakes 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.
2
No Offer or Solicitation
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, or
a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
3
Additional Information and Where to Find It
In connection with the transaction, Progressive Waste, as the parent company resulting from the
transaction, intends to file with the SEC a registration statement on Form F-4 that will include the joint
proxy statement/prospectus of Waste Connections and Progressive Waste, Progressive Waste’s
information circular in respect of the meeting of its shareholders to approve the issuance of the merger
consideration, and other relevant documents to be mailed by Waste Connections and Progressive
Waste to their respective security holders in connection with the proposed transaction of Waste
Connections and Progressive Waste. Progressive Waste’s information circular will also be filed with
the Canadian securities regulators. WE URGE INVESTORS AND SECURITY HOLDERS TO READ
THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS,
AND THE INFORMATION CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Waste
Connections, Progressive Waste and the proposed transaction. Investors and security holders will be
able to obtain these materials (when they are available) and other documents filed with the SEC and
the Canadian securities regulators free of charge at the SEC’s website, www.sec.gov and at the
System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian
Securities Administrators at www.sedar.com. In addition, a copy of the registration statement on Form
F-4 and joint proxy statement/prospectus and information circular (when it becomes available) may be
obtained free of charge from Progressive Waste’s internet website for investors at
http://investor.progressivewaste.com, and from Waste Connections’ investor relations website at
http://wasteconnections.investorroom.com. Investors and security holders may also read and copy any
reports, statements and other information filed by Waste Connections or Progressive Waste, with the
SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
4
Participants in the Solicitation of Votes
Waste Connections and its directors, executive officers and certain other members of management
and employees may be deemed to be participants in the solicitation of proxies for its security holder
approvals to be obtained for the proposed transaction. Information regarding Waste Connections’
directors and executive officers is available in its proxy statement filed with the SEC by Waste
Connections on April 2, 2015 in connection with its 2015 annual meeting of stockholders. Other
information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus, Progressive Waste’s registration statement and information circular and other
relevant materials to be filed with the SEC and the Canadian securities regulators when they become
available.
5
Transaction
Overview
Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Compelling Transaction for Shareholders
of Both Companies
7
 Combines complementary footprints under Waste Connections’ proven
management team with long-term track record of shareholder value creation
 Retains Waste Connections’ commitment to differentiated strategy
 Combined year 1 adjusted EBITDA between $1.25 billion and $1.3 billion and
more than $625 million of adjusted free cash flow, excluding the impact of any
divestitures and/or asset swaps
 Transaction expected to generate approximately $50 million in SG&A cost
savings and additional upside from longer-term safety and operational
improvements
 More than 20% accretion in year 1 adjusted free cash flow/share
 Stock-for-stock transaction maintains strong credit profile and flexibility to fund
future growth opportunities and return of capital to shareholders
All references to "$" are U.S. Dollars unless otherwise noted
Transaction at a Glance
Structure
 All-stock transaction; reverse merger
 ~70% owned by Waste Connections stockholders (WCN)
 ~30% owned by Progressive Waste Solutions shareholders (BIN)
 Canadian domicile with dual listing on NYSE and TSX
Shareholder
Consideration
 WCN stockholders will receive 2.076843 BIN shares for each WCN share (1 ÷ 0.4815 implied exchange
ratio) to effect ~70/30 ownership split
 BIN expects to implement a share consolidation on the basis of 0.4815 of a share on post-consolidation
basis for each share outstanding on pre-consolidation basis
 If share consolidation is approved by BIN shareholders, WCN stockholders will receive one share of the
combined company for each existing WCN share, resulting in ~174M shares outstanding
Financial
Benefits
 Expect combined year 1 adjusted EBITDA between $1.25B and $1.3B, more than $625M of adjusted
free cash flow
 More than 20% accretion in year 1 adjusted free cash flow/share
 Expected SG&A cost savings of ~$50M and additional upside from longer-term operational
improvements
 Continued payment of cash dividends
Board /
Management
 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
Approvals /
Closing
 Expected to close in second quarter of 2016
 Subject to customary closing conditions
8
Company
Highlights
Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Waste Connections: Investment Highlights
10
 Third largest solid waste and leading oilfield waste company in the U.S.
− $8.5 billion enterprise value; $5 billion assets; 7,000 employees
 Differentiated strategy  focused on secondary and exclusive markets
 Differentiated results
− Sector-leading EBITDA, EBIT and free cash flow(B) margins
− Sector-leading conversion of EBITDA to free cash flow(B)
 Well positioned for additional strategic growth opportunities
− Investment grade-rated  tremendous access to low cost growth capital
 Safety-Focused / Servant Leadership Culture
 Proven and stable management team creating substantial
stockholder value
− Over 2x the TSR of WM and RSG, and almost 3x the S&P 500 over the past decade
(B) Definitions on slide 23
Waste Connections: Differentiated Strategy
11
Success Within Solid Waste Industry Driven By:
 Market selection
 Asset and contractual positioning
 Execution at the local level
Focus On:
 Exclusive markets
− Vertically integrated or non-integrated
 Competitive markets
− Secondary markets with high collection market share
− Vertically integrated or disposal neutral
Strategic Implications:
 Lower customer churn rates  comparably better price and volume growth
 Not dependent on behavior or execution of other national players
 Resilient in a weak economy; levered to improving economy
Waste Connections: Leading Sector Metrics
12
_______________________________________________________
2015e based on analyst projections and Company guidance.
*Non GAAP measures; as defined by companies.
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
2013 2014 2015e
Price Growth
WM RSG WCN
-1.5%
-1.0%
-0.5%
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
2013 2014 2015e
Volume Growth
WM RSG WCN
22.0%
24.0%
26.0%
28.0%
30.0%
32.0%
34.0%
36.0%
2013 2014 2015e
Adjusted EBITDA* as % of Revenues
WM RSG WCN
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
2013 2014 2015e
Adjusted FCF* as % of Revenues
WM RSG WCN
Waste Connections: 10-Year Leading TSR
13As of 12/31/15
289%
148%
129%
0
100
200
300
400
2006 2007 2008 2008 2009 2010 2011 2012 2013 2014 2015
WCN WM RSG S&P 500 S&P/TSX Composite Index
103%
53%
Progressive Waste: Company Highlights
14
 One of the largest solid waste management companies in North America
− Over 4 million commercial, industrial and residential customers
− Top 3 market share position in over 80% of its markets
− More than 7,800 employees
 Strong vertically integrated asset base in the U.S. and Canada
 Strong record of organic revenue growth
− Well positioned in Canada and higher growth U.S. markets
− Capex investment for recent contract wins already in place
 Balance sheet stability to fund growth and continuing return of capital to
shareholder
− Quarterly cash dividend of C$0.17 per share (C$0.68/share annually)
 Committed to environmental excellence
− Growing fleet of CNG vehicles
− Top 10% of CDP’s Canada 200 Climate Disclosure Leadership Index
WCN + BIN
Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Complementary Operational Footprint
16
Legend
Corporate HQ
Regional HQ/Office
Collection
Transfer
Disposal / Landfill
Recycling
Intermodal
E&P Transfer
E&P Processing &
Disposal
Combination Creates an Industry Leader
17
xx% xx%
Pro Forma Revenue by Service Line
69%
19%
3%
6%
3% Collection
Transfer &
Disposal
Recycling
E&P Waste
Treatment
Other
~$4.1 Billion
1 As of LTM 9/30/15
~$4.1 billion
pro forma revenue
14,800+
employees, with new opportunities for
growth and development
7,000+
collection vehicles
90+
landfills
6 million+
commercial, industrial and residential
customers with a shared commitment to
operational excellence
Key Statistics
Financially Compelling Combination
18
 Transaction will create a North American industry leader in waste management with
pro forma revenue of ~$4.1 billion
 More than 20% accretion in year 1 adjusted free cash flow/share
 Combined company will benefit from Waste Connections’ free cash flow(B) margins,
will expand its sector-leading conversion of EBITDA to free cash flow(B)
 Combined company expects to achieve SG&A cost savings of ~$50 million within first
12 months after closing
 Additional upside from longer-term safety and operational improvements
 Combined company pro forma debt to adjusted EBITDA(A) leverage to be 3.0x or less
(A) (B) Definitions on slide 23
Roadmap to
Completion
Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
Seamless Integration
20
 Closing
− Obtain regulatory approvals, including TSX approval
− Waste Connections and Progressive Waste shareholder approvals
− Expected to close in second quarter of 2016
 Integration
− Coordinated integration teams led by WCN and BIN management
− Well-defined integration process for people, assets and systems
− Combination will incorporate best-in-class operating procedures and talent of
both companies
− Broad training and development efforts to instill safety-focused, servant leadership culture
Compelling Transaction for Shareholders
of Both Companies
21
 Brings together complementary footprints under Waste Connections’ proven
management team with long-term track record of shareholder value creation
 Retains Waste Connections’ commitment to differentiated strategy
 Combined year 1 adjusted EBITDA between $1.25 billion and $1.3 billion and
more than $625 million of adjusted free cash flow, excluding the impact of any
divestitures and/or asset swaps
 Transaction expected to generate approximately $50 million in SG&A cost
savings and additional upside from longer-term safety and operational
improvements
 More than 20% accretion in year 1 adjusted free cash flow/share
 Stock-for-stock transaction maintains strong credit profile and flexibility to fund
future growth opportunities and return of capital to shareholders
Appendix
Definitions of Non-GAAP Measures
(A) Adjusted EBITDA: Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely
used by investors as a performance and valuation measure in the solid waste industry. Waste Connections’
management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial
performance of the Company's operations. Waste Connections defines adjusted EBITDA as net income, plus
income tax provision, plus interest expense, plus depreciation and amortization expense, plus closure and post-
closure accretion expense, plus or minus any loss or gain on disposal of assets, plus other expense, less other
income. The Company further adjusts this calculation to exclude the effects of other items management believes
impact the ability to assess the operating performance of our business. This measure is not a substitute for, and
should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA
differently.
(B) Adjusted Free Cash Flow: Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally
because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. Waste
Connections’ management uses adjusted free cash flow as one of the principal measures to evaluate and monitor
the ongoing financial performance of the Company's operations. Waste Connections defines adjusted free cash flow
as net cash provided by operating activities, plus proceeds from disposal of assets, plus or minus change in book
overdraft, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property
and equipment and distributions to non-controlling interests. The Company further adjusts this calculation to exclude
the effects of items management believes impact the ability to assess the operating performance of its business.
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.
23
CORPORATE HEADQUARTERS
3 Waterway Square Place, Suite 110
The Woodlands, TX 77380
(832) 442-2200
INVESTOR CONTACTS
Worthing Jackman, EVP CFO
Phone: (832) 442-2266
worthingj@wasteconnections.com
Mary Anne Whitney, VP Finance
Phone: (832) 442-2253
maryannew@wasteconnections.com
http://wasteconnections.investorroom.com
24
CORPORATE HEADQUARTERS
400 Applewood Crescent, Second Floor
Vaughan, ON L4K 0C3
INVESTOR CONTACT
Chaya Cooperberg, VP Investor Relations &
Corporate Communications
Phone: (905) 532-7517
chaya.cooperberg@progressivewaste.com
http://investor.progressivewaste.com

More Related Content

What's hot

November 2018 Update
November 2018 Update November 2018 Update
November 2018 Update
Chesapeake Energy Corporation
 
FATCA Compliance: Riding a Roller Coaster of Regulatory Change
FATCA Compliance: Riding a Roller Coaster of Regulatory ChangeFATCA Compliance: Riding a Roller Coaster of Regulatory Change
FATCA Compliance: Riding a Roller Coaster of Regulatory Change
Broadridge
 
Do Your Withholding Processes Comply with FATCA?
Do Your Withholding Processes Comply with FATCA?Do Your Withholding Processes Comply with FATCA?
Do Your Withholding Processes Comply with FATCA?
CBIZ, Inc.
 
SYSCO AND US FOODS MERGER
SYSCO AND US FOODS MERGERSYSCO AND US FOODS MERGER
SYSCO AND US FOODS MERGER
Mark Moreno
 
Pathway Health Corp November 2021 Company Presentation
Pathway Health Corp November 2021 Company PresentationPathway Health Corp November 2021 Company Presentation
Pathway Health Corp November 2021 Company Presentation
The Howard Group Inc.
 
Q1 16 results presentation final unencrypted
Q1 16 results presentation final unencryptedQ1 16 results presentation final unencrypted
Q1 16 results presentation final unencrypted
InvestorMarkit
 
Pathway Health Corp September 2021 Presentation
Pathway Health Corp September 2021 PresentationPathway Health Corp September 2021 Presentation
Pathway Health Corp September 2021 Presentation
The Howard Group Inc.
 
Corporate presentation january 17, 2017 - final
Corporate presentation   january 17, 2017 - finalCorporate presentation   january 17, 2017 - final
Corporate presentation january 17, 2017 - final
corpaveda2015
 
Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015
Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015
Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015
Marcellus Drilling News
 
FATCA: why is it so difficult even after so many years?
FATCA: why is it so difficult even after so many years?FATCA: why is it so difficult even after so many years?
FATCA: why is it so difficult even after so many years?
HEXANIKA
 
Whitestone REIT Investor Presentation December 2017
Whitestone REIT Investor Presentation December 2017Whitestone REIT Investor Presentation December 2017
Whitestone REIT Investor Presentation December 2017
whitestonereit1
 
Out 2 q18 earnings presentation
Out 2 q18 earnings presentationOut 2 q18 earnings presentation
Out 2 q18 earnings presentation
OUTFRONTMediaIR
 
Wrk may investor presentation
Wrk may investor presentationWrk may investor presentation
Wrk may investor presentation
ir_westrock
 
Wrk june investor presentation
Wrk june investor presentationWrk june investor presentation
Wrk june investor presentation
ir_westrock
 
BANC 1Q19 Earnings Presentation
BANC 1Q19 Earnings PresentationBANC 1Q19 Earnings Presentation
BANC 1Q19 Earnings Presentation
BancofCalifornia
 
2017 0724 rate_case_exchange_final
2017 0724 rate_case_exchange_final2017 0724 rate_case_exchange_final
2017 0724 rate_case_exchange_final
InfraREIT
 
BANC 2017 Second Quarter Earnings
BANC 2017 Second Quarter EarningsBANC 2017 Second Quarter Earnings
BANC 2017 Second Quarter Earnings
BancofCalifornia
 
BANC 2017 Third Quarter Earnings - Investor Presentation
BANC 2017 Third Quarter Earnings - Investor PresentationBANC 2017 Third Quarter Earnings - Investor Presentation
BANC 2017 Third Quarter Earnings - Investor Presentation
BancofCalifornia
 
FATCA Update - Additional Treasury Department Guidance
FATCA Update - Additional Treasury Department GuidanceFATCA Update - Additional Treasury Department Guidance
FATCA Update - Additional Treasury Department Guidance
O'Connor Davies CPAs
 
BANC 2017 Fourth Quarter Earnings - Investor Presentation
BANC 2017 Fourth Quarter Earnings - Investor PresentationBANC 2017 Fourth Quarter Earnings - Investor Presentation
BANC 2017 Fourth Quarter Earnings - Investor Presentation
BancofCalifornia
 

What's hot (20)

November 2018 Update
November 2018 Update November 2018 Update
November 2018 Update
 
FATCA Compliance: Riding a Roller Coaster of Regulatory Change
FATCA Compliance: Riding a Roller Coaster of Regulatory ChangeFATCA Compliance: Riding a Roller Coaster of Regulatory Change
FATCA Compliance: Riding a Roller Coaster of Regulatory Change
 
Do Your Withholding Processes Comply with FATCA?
Do Your Withholding Processes Comply with FATCA?Do Your Withholding Processes Comply with FATCA?
Do Your Withholding Processes Comply with FATCA?
 
SYSCO AND US FOODS MERGER
SYSCO AND US FOODS MERGERSYSCO AND US FOODS MERGER
SYSCO AND US FOODS MERGER
 
Pathway Health Corp November 2021 Company Presentation
Pathway Health Corp November 2021 Company PresentationPathway Health Corp November 2021 Company Presentation
Pathway Health Corp November 2021 Company Presentation
 
Q1 16 results presentation final unencrypted
Q1 16 results presentation final unencryptedQ1 16 results presentation final unencrypted
Q1 16 results presentation final unencrypted
 
Pathway Health Corp September 2021 Presentation
Pathway Health Corp September 2021 PresentationPathway Health Corp September 2021 Presentation
Pathway Health Corp September 2021 Presentation
 
Corporate presentation january 17, 2017 - final
Corporate presentation   january 17, 2017 - finalCorporate presentation   january 17, 2017 - final
Corporate presentation january 17, 2017 - final
 
Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015
Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015
Marathon Petroleum Corp. 2015 Analyst & Investor Day - Dec 3, 2015
 
FATCA: why is it so difficult even after so many years?
FATCA: why is it so difficult even after so many years?FATCA: why is it so difficult even after so many years?
FATCA: why is it so difficult even after so many years?
 
Whitestone REIT Investor Presentation December 2017
Whitestone REIT Investor Presentation December 2017Whitestone REIT Investor Presentation December 2017
Whitestone REIT Investor Presentation December 2017
 
Out 2 q18 earnings presentation
Out 2 q18 earnings presentationOut 2 q18 earnings presentation
Out 2 q18 earnings presentation
 
Wrk may investor presentation
Wrk may investor presentationWrk may investor presentation
Wrk may investor presentation
 
Wrk june investor presentation
Wrk june investor presentationWrk june investor presentation
Wrk june investor presentation
 
BANC 1Q19 Earnings Presentation
BANC 1Q19 Earnings PresentationBANC 1Q19 Earnings Presentation
BANC 1Q19 Earnings Presentation
 
2017 0724 rate_case_exchange_final
2017 0724 rate_case_exchange_final2017 0724 rate_case_exchange_final
2017 0724 rate_case_exchange_final
 
BANC 2017 Second Quarter Earnings
BANC 2017 Second Quarter EarningsBANC 2017 Second Quarter Earnings
BANC 2017 Second Quarter Earnings
 
BANC 2017 Third Quarter Earnings - Investor Presentation
BANC 2017 Third Quarter Earnings - Investor PresentationBANC 2017 Third Quarter Earnings - Investor Presentation
BANC 2017 Third Quarter Earnings - Investor Presentation
 
FATCA Update - Additional Treasury Department Guidance
FATCA Update - Additional Treasury Department GuidanceFATCA Update - Additional Treasury Department Guidance
FATCA Update - Additional Treasury Department Guidance
 
BANC 2017 Fourth Quarter Earnings - Investor Presentation
BANC 2017 Fourth Quarter Earnings - Investor PresentationBANC 2017 Fourth Quarter Earnings - Investor Presentation
BANC 2017 Fourth Quarter Earnings - Investor Presentation
 

Similar to Waste Connections and Progressive Waste Solutions Conference Call

Acquisition of WildHorse Resource Development Corporation
Acquisition of WildHorse Resource Development CorporationAcquisition of WildHorse Resource Development Corporation
Acquisition of WildHorse Resource Development Corporation
Chesapeake Energy Corporation
 
Bank of America Merrill Lynch 2018 Global Energy Conference
Bank of America Merrill Lynch 2018 Global Energy ConferenceBank of America Merrill Lynch 2018 Global Energy Conference
Bank of America Merrill Lynch 2018 Global Energy Conference
Chesapeake Energy Corporation
 
Smart Rent / FWAA Infographic - The Company
Smart Rent / FWAA Infographic - The CompanySmart Rent / FWAA Infographic - The Company
Smart Rent / FWAA Infographic - The Company
Michael New
 
Huntington / TCF Merger Presentation
Huntington / TCF Merger PresentationHuntington / TCF Merger Presentation
Huntington / TCF Merger Presentation
JustinHorstman1
 
CHFC TCF Merger of Equals Investor Presentation (FINAL)
CHFC TCF Merger of Equals Investor Presentation (FINAL)CHFC TCF Merger of Equals Investor Presentation (FINAL)
CHFC TCF Merger of Equals Investor Presentation (FINAL)
JustinHorstman1
 
1500116880
15001168801500116880
1500116880
ir_response
 
January 2019 Update
January 2019 UpdateJanuary 2019 Update
January 2019 Update
Chesapeake Energy Corporation
 
DGLY Corporate Investor Relations Deck Oct 2023
DGLY Corporate Investor Relations Deck Oct 2023DGLY Corporate Investor Relations Deck Oct 2023
DGLY Corporate Investor Relations Deck Oct 2023
RedChip Companies, Inc.
 
DGLY Presentation
DGLY PresentationDGLY Presentation
DGLY Presentation
RedChip Companies, Inc.
 
DuPont and Dow Merger Presentation 2015
DuPont and Dow Merger Presentation 2015DuPont and Dow Merger Presentation 2015
DuPont and Dow Merger Presentation 2015
DupontInv
 
2 q14 presentation draft final
2 q14 presentation draft final2 q14 presentation draft final
2 q14 presentation draft final
Valeant_Pharmaceuticals
 
3 q14 presentation
3 q14 presentation3 q14 presentation
3 q14 presentation
Valeant_Pharmaceuticals
 
Markforged+Investor+Presentation.pptx
Markforged+Investor+Presentation.pptxMarkforged+Investor+Presentation.pptx
Markforged+Investor+Presentation.pptx
DhineshSK5
 
NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)
NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)
NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)
Andrew Gelston
 
J.p. morgan 2018 healhcare conference
J.p. morgan 2018 healhcare conferenceJ.p. morgan 2018 healhcare conference
J.p. morgan 2018 healhcare conference
impax-labs
 
GulfMark-HarveyGulf Merger
GulfMark-HarveyGulf MergerGulfMark-HarveyGulf Merger
GulfMark-HarveyGulf Merger
Rocky Marchiano
 
Amneal Pharmaceuticals & Impax to Combine Conference Call
Amneal Pharmaceuticals & Impax to Combine Conference CallAmneal Pharmaceuticals & Impax to Combine Conference Call
Amneal Pharmaceuticals & Impax to Combine Conference Call
impax-labs
 
sand ridge acquisition of bonanza creek
sand ridge acquisition of bonanza creeksand ridge acquisition of bonanza creek
sand ridge acquisition of bonanza creek
SandRidgeIR
 
Investor Presentation
Investor PresentationInvestor Presentation
Investor Presentation
Peter Wises
 
Sem group earnings presentation q2 2016 final
Sem group earnings presentation q2 2016 finalSem group earnings presentation q2 2016 final
Sem group earnings presentation q2 2016 final
SemGroupCorporation
 

Similar to Waste Connections and Progressive Waste Solutions Conference Call (20)

Acquisition of WildHorse Resource Development Corporation
Acquisition of WildHorse Resource Development CorporationAcquisition of WildHorse Resource Development Corporation
Acquisition of WildHorse Resource Development Corporation
 
Bank of America Merrill Lynch 2018 Global Energy Conference
Bank of America Merrill Lynch 2018 Global Energy ConferenceBank of America Merrill Lynch 2018 Global Energy Conference
Bank of America Merrill Lynch 2018 Global Energy Conference
 
Smart Rent / FWAA Infographic - The Company
Smart Rent / FWAA Infographic - The CompanySmart Rent / FWAA Infographic - The Company
Smart Rent / FWAA Infographic - The Company
 
Huntington / TCF Merger Presentation
Huntington / TCF Merger PresentationHuntington / TCF Merger Presentation
Huntington / TCF Merger Presentation
 
CHFC TCF Merger of Equals Investor Presentation (FINAL)
CHFC TCF Merger of Equals Investor Presentation (FINAL)CHFC TCF Merger of Equals Investor Presentation (FINAL)
CHFC TCF Merger of Equals Investor Presentation (FINAL)
 
1500116880
15001168801500116880
1500116880
 
January 2019 Update
January 2019 UpdateJanuary 2019 Update
January 2019 Update
 
DGLY Corporate Investor Relations Deck Oct 2023
DGLY Corporate Investor Relations Deck Oct 2023DGLY Corporate Investor Relations Deck Oct 2023
DGLY Corporate Investor Relations Deck Oct 2023
 
DGLY Presentation
DGLY PresentationDGLY Presentation
DGLY Presentation
 
DuPont and Dow Merger Presentation 2015
DuPont and Dow Merger Presentation 2015DuPont and Dow Merger Presentation 2015
DuPont and Dow Merger Presentation 2015
 
2 q14 presentation draft final
2 q14 presentation draft final2 q14 presentation draft final
2 q14 presentation draft final
 
3 q14 presentation
3 q14 presentation3 q14 presentation
3 q14 presentation
 
Markforged+Investor+Presentation.pptx
Markforged+Investor+Presentation.pptxMarkforged+Investor+Presentation.pptx
Markforged+Investor+Presentation.pptx
 
NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)
NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)
NextEra Energy and Hawaiian Electric Industries to Combine (December 2014)
 
J.p. morgan 2018 healhcare conference
J.p. morgan 2018 healhcare conferenceJ.p. morgan 2018 healhcare conference
J.p. morgan 2018 healhcare conference
 
GulfMark-HarveyGulf Merger
GulfMark-HarveyGulf MergerGulfMark-HarveyGulf Merger
GulfMark-HarveyGulf Merger
 
Amneal Pharmaceuticals & Impax to Combine Conference Call
Amneal Pharmaceuticals & Impax to Combine Conference CallAmneal Pharmaceuticals & Impax to Combine Conference Call
Amneal Pharmaceuticals & Impax to Combine Conference Call
 
sand ridge acquisition of bonanza creek
sand ridge acquisition of bonanza creeksand ridge acquisition of bonanza creek
sand ridge acquisition of bonanza creek
 
Investor Presentation
Investor PresentationInvestor Presentation
Investor Presentation
 
Sem group earnings presentation q2 2016 final
Sem group earnings presentation q2 2016 finalSem group earnings presentation q2 2016 final
Sem group earnings presentation q2 2016 final
 

More from ProgressiveWaste

Progressive Waste Solutions Third Quarter 2015 Financial Results
Progressive Waste Solutions Third Quarter 2015 Financial ResultsProgressive Waste Solutions Third Quarter 2015 Financial Results
Progressive Waste Solutions Third Quarter 2015 Financial Results
ProgressiveWaste
 
Progressive Waste Solutions Second Quarter 2015 Financial Results
Progressive Waste Solutions Second Quarter 2015 Financial ResultsProgressive Waste Solutions Second Quarter 2015 Financial Results
Progressive Waste Solutions Second Quarter 2015 Financial Results
ProgressiveWaste
 
Progressive Waste Solutions Q2 2015 Earnings Release
Progressive Waste Solutions Q2 2015 Earnings ReleaseProgressive Waste Solutions Q2 2015 Earnings Release
Progressive Waste Solutions Q2 2015 Earnings Release
ProgressiveWaste
 
Progressive Waste Solutions First Quarter 2015 Financial Results
Progressive Waste Solutions First Quarter 2015 Financial ResultsProgressive Waste Solutions First Quarter 2015 Financial Results
Progressive Waste Solutions First Quarter 2015 Financial Results
ProgressiveWaste
 
Progressive Waste Solutions Fourth Quarter 2014 Financial Results
Progressive Waste Solutions Fourth Quarter 2014 Financial ResultsProgressive Waste Solutions Fourth Quarter 2014 Financial Results
Progressive Waste Solutions Fourth Quarter 2014 Financial Results
ProgressiveWaste
 
Progressive Waste Solutions Third Quarter 2014 Financial Results
Progressive Waste Solutions Third Quarter 2014 Financial Results Progressive Waste Solutions Third Quarter 2014 Financial Results
Progressive Waste Solutions Third Quarter 2014 Financial Results
ProgressiveWaste
 
Progressive Waste Solutions Second Quarter 2014 Financial Results
Progressive Waste Solutions Second Quarter 2014 Financial Results Progressive Waste Solutions Second Quarter 2014 Financial Results
Progressive Waste Solutions Second Quarter 2014 Financial Results ProgressiveWaste
 
Credit Suisse Environmental and Industrial Services Conference 2014
 Credit Suisse Environmental and Industrial Services Conference 2014 Credit Suisse Environmental and Industrial Services Conference 2014
Credit Suisse Environmental and Industrial Services Conference 2014
ProgressiveWaste
 
Investor presentation april 2014
Investor presentation april 2014Investor presentation april 2014
Investor presentation april 2014ProgressiveWaste
 
Cs conference slides march 10, 2014
Cs conference slides march 10, 2014Cs conference slides march 10, 2014
Cs conference slides march 10, 2014ProgressiveWaste
 
Raymond James Annual Institutional Investors Conference
Raymond James Annual Institutional Investors ConferenceRaymond James Annual Institutional Investors Conference
Raymond James Annual Institutional Investors ConferenceProgressiveWaste
 
Cibc presentation feb 27, 2014
Cibc presentation feb 27, 2014Cibc presentation feb 27, 2014
Cibc presentation feb 27, 2014ProgressiveWaste
 
Bin ir presentation feb 27, 2014 final
Bin ir presentation feb 27, 2014 finalBin ir presentation feb 27, 2014 final
Bin ir presentation feb 27, 2014 finalProgressiveWaste
 
Q413 pws presentation feb 13, 2014
Q413 pws presentation feb 13, 2014Q413 pws presentation feb 13, 2014
Q413 pws presentation feb 13, 2014ProgressiveWaste
 
Credit Suisse Global Industrials Conference Dec 4, 2013
Credit Suisse Global Industrials Conference Dec 4, 2013Credit Suisse Global Industrials Conference Dec 4, 2013
Credit Suisse Global Industrials Conference Dec 4, 2013ProgressiveWaste
 
Progressive Waste Solutions Third Quarter 2013 Financial Results
Progressive Waste Solutions Third Quarter 2013 Financial ResultsProgressive Waste Solutions Third Quarter 2013 Financial Results
Progressive Waste Solutions Third Quarter 2013 Financial Results
ProgressiveWaste
 
RBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials ConferenceRBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials ConferenceProgressiveWaste
 
RBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials ConferenceRBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials Conference
ProgressiveWaste
 
Q2 2013 Earnings Call Slides
Q2 2013 Earnings Call SlidesQ2 2013 Earnings Call Slides
Q2 2013 Earnings Call SlidesProgressiveWaste
 

More from ProgressiveWaste (20)

Progressive Waste Solutions Third Quarter 2015 Financial Results
Progressive Waste Solutions Third Quarter 2015 Financial ResultsProgressive Waste Solutions Third Quarter 2015 Financial Results
Progressive Waste Solutions Third Quarter 2015 Financial Results
 
Progressive Waste Solutions Second Quarter 2015 Financial Results
Progressive Waste Solutions Second Quarter 2015 Financial ResultsProgressive Waste Solutions Second Quarter 2015 Financial Results
Progressive Waste Solutions Second Quarter 2015 Financial Results
 
Progressive Waste Solutions Q2 2015 Earnings Release
Progressive Waste Solutions Q2 2015 Earnings ReleaseProgressive Waste Solutions Q2 2015 Earnings Release
Progressive Waste Solutions Q2 2015 Earnings Release
 
Progressive Waste Solutions First Quarter 2015 Financial Results
Progressive Waste Solutions First Quarter 2015 Financial ResultsProgressive Waste Solutions First Quarter 2015 Financial Results
Progressive Waste Solutions First Quarter 2015 Financial Results
 
Progressive Waste Solutions Fourth Quarter 2014 Financial Results
Progressive Waste Solutions Fourth Quarter 2014 Financial ResultsProgressive Waste Solutions Fourth Quarter 2014 Financial Results
Progressive Waste Solutions Fourth Quarter 2014 Financial Results
 
Progressive Waste Solutions Third Quarter 2014 Financial Results
Progressive Waste Solutions Third Quarter 2014 Financial Results Progressive Waste Solutions Third Quarter 2014 Financial Results
Progressive Waste Solutions Third Quarter 2014 Financial Results
 
Progressive Waste Solutions Second Quarter 2014 Financial Results
Progressive Waste Solutions Second Quarter 2014 Financial Results Progressive Waste Solutions Second Quarter 2014 Financial Results
Progressive Waste Solutions Second Quarter 2014 Financial Results
 
Credit Suisse Environmental and Industrial Services Conference 2014
 Credit Suisse Environmental and Industrial Services Conference 2014 Credit Suisse Environmental and Industrial Services Conference 2014
Credit Suisse Environmental and Industrial Services Conference 2014
 
Investor presentation april 2014
Investor presentation april 2014Investor presentation april 2014
Investor presentation april 2014
 
Q1 2014 slides final
Q1 2014 slides finalQ1 2014 slides final
Q1 2014 slides final
 
Cs conference slides march 10, 2014
Cs conference slides march 10, 2014Cs conference slides march 10, 2014
Cs conference slides march 10, 2014
 
Raymond James Annual Institutional Investors Conference
Raymond James Annual Institutional Investors ConferenceRaymond James Annual Institutional Investors Conference
Raymond James Annual Institutional Investors Conference
 
Cibc presentation feb 27, 2014
Cibc presentation feb 27, 2014Cibc presentation feb 27, 2014
Cibc presentation feb 27, 2014
 
Bin ir presentation feb 27, 2014 final
Bin ir presentation feb 27, 2014 finalBin ir presentation feb 27, 2014 final
Bin ir presentation feb 27, 2014 final
 
Q413 pws presentation feb 13, 2014
Q413 pws presentation feb 13, 2014Q413 pws presentation feb 13, 2014
Q413 pws presentation feb 13, 2014
 
Credit Suisse Global Industrials Conference Dec 4, 2013
Credit Suisse Global Industrials Conference Dec 4, 2013Credit Suisse Global Industrials Conference Dec 4, 2013
Credit Suisse Global Industrials Conference Dec 4, 2013
 
Progressive Waste Solutions Third Quarter 2013 Financial Results
Progressive Waste Solutions Third Quarter 2013 Financial ResultsProgressive Waste Solutions Third Quarter 2013 Financial Results
Progressive Waste Solutions Third Quarter 2013 Financial Results
 
RBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials ConferenceRBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials Conference
 
RBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials ConferenceRBC Capital Markets' Global Industrials Conference
RBC Capital Markets' Global Industrials Conference
 
Q2 2013 Earnings Call Slides
Q2 2013 Earnings Call SlidesQ2 2013 Earnings Call Slides
Q2 2013 Earnings Call Slides
 

Waste Connections and Progressive Waste Solutions Conference Call

  • 1. A Compelling Combination for Shareholders 1 January 19, 2016
  • 2. Safe Harbor and Forward-Looking Information This document includes forward-looking statements (which includes “forward-looking information” within the meaning of applicable Canadian securities laws). These forward-looking statements are not based on historical facts but instead reflect Progressive Waste's or Waste Connections’ respective 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, including the merger, the issuance of the merger consideration and the proposed share consolidation of Progressive Waste, will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction, (2) expectations for the effects of the transaction or the ability of the combined company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays, (3) the potential benefits and synergies of the transaction, including expected cost savings and tax benefits and (4) expectations for other economic, business, and/or competitive factors. Although Waste Connections and Progressive Waste believe 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; the ability of Waste Connections and Progressive Waste to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, 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 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, 2014, and Progressive Waste’s quarterly reports on Form 6-K and its year-end report for the year ended December 31, 2014, as well as in Progressive Waste’s filings with the Canadian securities regulators. Waste Connections and Progressive Waste wish 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 Waste Connections or Progressive Waste. Neither Waste Connections nor Progressive Waste undertakes 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. 2
  • 3. No Offer or Solicitation This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 3
  • 4. Additional Information and Where to Find It In connection with the transaction, Progressive Waste, as the parent company resulting from the transaction, intends to file with the SEC a registration statement on Form F-4 that will include the joint proxy statement/prospectus of Waste Connections and Progressive Waste, Progressive Waste’s information circular in respect of the meeting of its shareholders to approve the issuance of the merger consideration, and other relevant documents to be mailed by Waste Connections and Progressive Waste to their respective security holders in connection with the proposed transaction of Waste Connections and Progressive Waste. Progressive Waste’s information circular will also be filed with the Canadian securities regulators. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS, AND THE INFORMATION CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Waste Connections, Progressive Waste and the proposed transaction. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC and the Canadian securities regulators free of charge at the SEC’s website, www.sec.gov and at the System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrators at www.sedar.com. In addition, a copy of the registration statement on Form F-4 and joint proxy statement/prospectus and information circular (when it becomes available) may be obtained free of charge from Progressive Waste’s internet website for investors at http://investor.progressivewaste.com, and from Waste Connections’ investor relations website at http://wasteconnections.investorroom.com. Investors and security holders may also read and copy any reports, statements and other information filed by Waste Connections or Progressive Waste, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room. 4
  • 5. Participants in the Solicitation of Votes Waste Connections and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies for its security holder approvals to be obtained for the proposed transaction. Information regarding Waste Connections’ directors and executive officers is available in its proxy statement filed with the SEC by Waste Connections on April 2, 2015 in connection with its 2015 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus, Progressive Waste’s registration statement and information circular and other relevant materials to be filed with the SEC and the Canadian securities regulators when they become available. 5
  • 6. Transaction Overview Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
  • 7. Compelling Transaction for Shareholders of Both Companies 7  Combines complementary footprints under Waste Connections’ proven management team with long-term track record of shareholder value creation  Retains Waste Connections’ commitment to differentiated strategy  Combined year 1 adjusted EBITDA between $1.25 billion and $1.3 billion and more than $625 million of adjusted free cash flow, excluding the impact of any divestitures and/or asset swaps  Transaction expected to generate approximately $50 million in SG&A cost savings and additional upside from longer-term safety and operational improvements  More than 20% accretion in year 1 adjusted free cash flow/share  Stock-for-stock transaction maintains strong credit profile and flexibility to fund future growth opportunities and return of capital to shareholders All references to "$" are U.S. Dollars unless otherwise noted
  • 8. Transaction at a Glance Structure  All-stock transaction; reverse merger  ~70% owned by Waste Connections stockholders (WCN)  ~30% owned by Progressive Waste Solutions shareholders (BIN)  Canadian domicile with dual listing on NYSE and TSX Shareholder Consideration  WCN stockholders will receive 2.076843 BIN shares for each WCN share (1 ÷ 0.4815 implied exchange ratio) to effect ~70/30 ownership split  BIN expects to implement a share consolidation on the basis of 0.4815 of a share on post-consolidation basis for each share outstanding on pre-consolidation basis  If share consolidation is approved by BIN shareholders, WCN stockholders will receive one share of the combined company for each existing WCN share, resulting in ~174M shares outstanding Financial Benefits  Expect combined year 1 adjusted EBITDA between $1.25B and $1.3B, more than $625M of adjusted free cash flow  More than 20% accretion in year 1 adjusted free cash flow/share  Expected SG&A cost savings of ~$50M and additional upside from longer-term operational improvements  Continued payment of cash dividends Board / Management  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 Approvals / Closing  Expected to close in second quarter of 2016  Subject to customary closing conditions 8
  • 9. Company Highlights Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
  • 10. Waste Connections: Investment Highlights 10  Third largest solid waste and leading oilfield waste company in the U.S. − $8.5 billion enterprise value; $5 billion assets; 7,000 employees  Differentiated strategy  focused on secondary and exclusive markets  Differentiated results − Sector-leading EBITDA, EBIT and free cash flow(B) margins − Sector-leading conversion of EBITDA to free cash flow(B)  Well positioned for additional strategic growth opportunities − Investment grade-rated  tremendous access to low cost growth capital  Safety-Focused / Servant Leadership Culture  Proven and stable management team creating substantial stockholder value − Over 2x the TSR of WM and RSG, and almost 3x the S&P 500 over the past decade (B) Definitions on slide 23
  • 11. Waste Connections: Differentiated Strategy 11 Success Within Solid Waste Industry Driven By:  Market selection  Asset and contractual positioning  Execution at the local level Focus On:  Exclusive markets − Vertically integrated or non-integrated  Competitive markets − Secondary markets with high collection market share − Vertically integrated or disposal neutral Strategic Implications:  Lower customer churn rates  comparably better price and volume growth  Not dependent on behavior or execution of other national players  Resilient in a weak economy; levered to improving economy
  • 12. Waste Connections: Leading Sector Metrics 12 _______________________________________________________ 2015e based on analyst projections and Company guidance. *Non GAAP measures; as defined by companies. 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 2013 2014 2015e Price Growth WM RSG WCN -1.5% -1.0% -0.5% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 2013 2014 2015e Volume Growth WM RSG WCN 22.0% 24.0% 26.0% 28.0% 30.0% 32.0% 34.0% 36.0% 2013 2014 2015e Adjusted EBITDA* as % of Revenues WM RSG WCN 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 2013 2014 2015e Adjusted FCF* as % of Revenues WM RSG WCN
  • 13. Waste Connections: 10-Year Leading TSR 13As of 12/31/15 289% 148% 129% 0 100 200 300 400 2006 2007 2008 2008 2009 2010 2011 2012 2013 2014 2015 WCN WM RSG S&P 500 S&P/TSX Composite Index 103% 53%
  • 14. Progressive Waste: Company Highlights 14  One of the largest solid waste management companies in North America − Over 4 million commercial, industrial and residential customers − Top 3 market share position in over 80% of its markets − More than 7,800 employees  Strong vertically integrated asset base in the U.S. and Canada  Strong record of organic revenue growth − Well positioned in Canada and higher growth U.S. markets − Capex investment for recent contract wins already in place  Balance sheet stability to fund growth and continuing return of capital to shareholder − Quarterly cash dividend of C$0.17 per share (C$0.68/share annually)  Committed to environmental excellence − Growing fleet of CNG vehicles − Top 10% of CDP’s Canada 200 Climate Disclosure Leadership Index
  • 15. WCN + BIN Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
  • 16. Complementary Operational Footprint 16 Legend Corporate HQ Regional HQ/Office Collection Transfer Disposal / Landfill Recycling Intermodal E&P Transfer E&P Processing & Disposal
  • 17. Combination Creates an Industry Leader 17 xx% xx% Pro Forma Revenue by Service Line 69% 19% 3% 6% 3% Collection Transfer & Disposal Recycling E&P Waste Treatment Other ~$4.1 Billion 1 As of LTM 9/30/15 ~$4.1 billion pro forma revenue 14,800+ employees, with new opportunities for growth and development 7,000+ collection vehicles 90+ landfills 6 million+ commercial, industrial and residential customers with a shared commitment to operational excellence Key Statistics
  • 18. Financially Compelling Combination 18  Transaction will create a North American industry leader in waste management with pro forma revenue of ~$4.1 billion  More than 20% accretion in year 1 adjusted free cash flow/share  Combined company will benefit from Waste Connections’ free cash flow(B) margins, will expand its sector-leading conversion of EBITDA to free cash flow(B)  Combined company expects to achieve SG&A cost savings of ~$50 million within first 12 months after closing  Additional upside from longer-term safety and operational improvements  Combined company pro forma debt to adjusted EBITDA(A) leverage to be 3.0x or less (A) (B) Definitions on slide 23
  • 19. Roadmap to Completion Transaction Overview Company Highlights WCN + BIN Roadmap to Completion
  • 20. Seamless Integration 20  Closing − Obtain regulatory approvals, including TSX approval − Waste Connections and Progressive Waste shareholder approvals − Expected to close in second quarter of 2016  Integration − Coordinated integration teams led by WCN and BIN management − Well-defined integration process for people, assets and systems − Combination will incorporate best-in-class operating procedures and talent of both companies − Broad training and development efforts to instill safety-focused, servant leadership culture
  • 21. Compelling Transaction for Shareholders of Both Companies 21  Brings together complementary footprints under Waste Connections’ proven management team with long-term track record of shareholder value creation  Retains Waste Connections’ commitment to differentiated strategy  Combined year 1 adjusted EBITDA between $1.25 billion and $1.3 billion and more than $625 million of adjusted free cash flow, excluding the impact of any divestitures and/or asset swaps  Transaction expected to generate approximately $50 million in SG&A cost savings and additional upside from longer-term safety and operational improvements  More than 20% accretion in year 1 adjusted free cash flow/share  Stock-for-stock transaction maintains strong credit profile and flexibility to fund future growth opportunities and return of capital to shareholders
  • 23. Definitions of Non-GAAP Measures (A) Adjusted EBITDA: Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Waste Connections’ management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections defines adjusted EBITDA as net income, plus income tax provision, plus interest expense, plus depreciation and amortization expense, plus closure and post- closure accretion expense, plus or minus any loss or gain on disposal of assets, plus other expense, less other income. The Company further adjusts this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently. (B) Adjusted Free Cash Flow: Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. Waste Connections’ management uses adjusted free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections defines adjusted free cash flow as net cash provided by operating activities, plus proceeds from disposal of assets, plus or minus change in book overdraft, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property and equipment and distributions to non-controlling interests. The Company further adjusts this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of its business. 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. 23
  • 24. CORPORATE HEADQUARTERS 3 Waterway Square Place, Suite 110 The Woodlands, TX 77380 (832) 442-2200 INVESTOR CONTACTS Worthing Jackman, EVP CFO Phone: (832) 442-2266 worthingj@wasteconnections.com Mary Anne Whitney, VP Finance Phone: (832) 442-2253 maryannew@wasteconnections.com http://wasteconnections.investorroom.com 24 CORPORATE HEADQUARTERS 400 Applewood Crescent, Second Floor Vaughan, ON L4K 0C3 INVESTOR CONTACT Chaya Cooperberg, VP Investor Relations & Corporate Communications Phone: (905) 532-7517 chaya.cooperberg@progressivewaste.com http://investor.progressivewaste.com