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WCA Waste Corporation $375 Million Acquisition Financing, Tender Offer and Consent Solicitation
3/23/2012
Davis Polk advised Credit Suisse AG as administrative agent and Credit Suisse Securities (USA) LLC and Macquarie Capital (USA) Inc. as arrangers in connection with a $375 million credit facility consisting of a $275 million term loan and a $100 million revolving credit facility to finance the acquisition of WCA Waste Corporation (WCA) by Cod Intermediate, LLC, a subsidiary of Macquarie Infrastructure Partners II (MIP II). Proceeds from the term loan were used to pay the purchase price in connection with the acquisition, repurchase WCA’s outstanding notes and refinance WCA’s existing revolving credit facility. The proceeds of the revolving facility will be used for working capital and general corporate purposes.

Davis Polk also advised Credit Suisse Securities (USA) LLC as dealer manager and solicitation agent in connection with WCA’s tender offer to purchase any and all of its 7.5% senior notes due 2019 and the solicitation of consents to amend the indenture governing the notes and the registration rights agreement relating to the notes.

Headquartered in Houston, Texas, WCA is a vertically integrated, non-hazardous solid-waste services company providing collection, transfer and disposal services to commercial, industrial and residential customers. The company's operations consist of 25 landfills, 29 transfer stations and 29 collection operations serving approximately 450,000 customers in 14 states in the Southeast and Midwest. Macquarie Infrastructure Partners Inc. is a member of the Macquarie Group of companies and manages the unlisted Macquarie Infrastructure Partners (MIP) and MIP II funds. MIP and MIP II have combined equity under management of over $5.5 billion committed to infrastructure investments in North America. MIP and MIP II have ownership interests in a diversified portfolio of businesses, including waste services, toll roads, bridges, utilities, ports and telecommunications infrastructure.

The Davis Polk credit team included partner Jason Kyrwood and associates Meyer C. Dworkin, Jonathan B. Brown and Alexa Taylor (not yet admitted). The capital markets team included partner Michael Kaplan and associate Scott Lunin. Partners Samuel Dimon and Po Sit and associates Juelle Gomes and Changsheng (Eric) Song provided tax advice. Counsel Susan D. Kennedy and associates Jeffrey Meriggi and Benjamin J. Bibler provided real estate advice. The environmental team included counsel Loyti Cheng and associates Kevin J. Klesh and Jesse Kramer (not yet admitted). Counsel Erin K. Cho and associate Jessica Neidhart Agostinho provided employee benefits advice. Associate Randy Samson provided intellectual property advice. Bernadette M. Sullivan and Megan Teixeira were the legal assistants for the transaction. Members of the Davis Polk team are based in the New York and Washington DC offices.