Waste Connections Enters Material Definitive Agreement

TL;DR

**Waste Connections just signed a big deal, expect more details soon!**

AI Summary

Waste Connections, Inc. filed an 8-K on February 16, 2024, reporting an event that occurred on February 15, 2024. The filing indicates an "Entry into a Material Definitive Agreement" and includes "Regulation FD Disclosure" and "Financial Statements and Exhibits." This suggests a significant new agreement or transaction for the company.

Why It Matters

This filing signals a potentially significant strategic move or transaction for Waste Connections, Inc., which could impact its future operations, financial performance, and market position.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but provides no details, making it impossible to assess specific risks or benefits at this stage.

Key Players & Entities

• Waste Connections, Inc. (company) — Registrant
• February 15, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filing date
• Ontario, Canada (company) — Jurisdiction of Incorporation
• 001-34370 (dollar_amount) — Commission File Number

FAQ

Key Financial Figures

• $750 million — the "Offering") by Waste Connections of $750 million aggregate principal amount of its 5.000

Filing Documents

• tm246290d1_8k.htm (8-K) — 35KB
• tm246290d1_ex1-1.htm (EX-1.1) — 562KB
• tm246290d1_ex99-1.htm (EX-99.1) — 12KB
• tm246290d1_ex99-2.htm (EX-99.2) — 10KB
• tm246290d1_ex99-1img001.jpg (GRAPHIC) — 29KB
• tm246290d1_ex99-2img001.jpg (GRAPHIC) — 29KB
• 0001104659-24-024897.txt ( ) — 950KB
• wcn-20240215.xsd (EX-101.SCH) — 3KB
• wcn-20240215_lab.xml (EX-101.LAB) — 33KB
• wcn-20240215_pre.xml (EX-101.PRE) — 22KB
• tm246290d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On February 15, 2024, Waste Connections, Inc. ("Waste Connections" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the public offering (the "Offering") by Waste Connections of $750 million aggregate principal amount of its 5.000% Senior Notes due 2034 (the "Notes"). The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Underwriters may be required to make because of any of those liabilities. The Offering has been registered under the Securities Act, pursuant to the Company's Registration Statement on Form S-3ASR (File No. 333-259244), as supplemented by the Prospectus Supplement, dated February 15, 2024, relating to the Notes (together with the accompanying base prospectus, dated September 1, 2021, the "Prospectus Supplement"), filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) of the Securities Act on February 15, 2024. As more fully described under the caption "Underwriting (Conflicts of Interest)" in the Prospectus Supplement, from time to time, certain of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 15, 2024, Waste Connections issued a press release announcing the launch of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. On February 15, 2024, Waste Connections issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. Safe Harbor and Forward-Looking Information This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events, including the completion of the Offering. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks, assumptions and uncertainties. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking are both a part of the Registration Statement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and those risk factors set forth from time to time in the Company's other filings with the SEC and the securities commissions or similar regulatory authorities in Canada. The

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits The following exhibits are being filed herewith: Exhibit Number Description 1.1 Underwriting Agreement, dated as of February 15, 2024, by and among Waste Connections, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named therein. 99.1 Press Release, dated February 15, 2024, announcing the launch of the Offering. 99.2 Press Release, dated February 15, 2024, announcing the pricing of the Offering. 104 The cover page of Waste Connections, Inc.'s Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 16, 2024 WASTE CONNECTIONS, INC. By: /s/ Mary Anne Whitney Mary Anne Whitney Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR