Waste Connections Enters Material Agreement, New Financial Obligation

TL;DR

**Waste Connections just took on new debt or a major financial agreement, watch for details!**

AI Summary

Waste Connections, Inc. filed an 8-K on February 21, 2024, reporting an entry into a material definitive agreement and the creation of a direct financial obligation. The filing indicates the company, with CIK 0001318220, is based in Ontario, Canada, and operates in the refuse systems industry. This report signals new financial commitments or agreements for Waste Connections, Inc.

Why It Matters

This filing indicates Waste Connections, Inc. has taken on new financial commitments, which could impact its balance sheet and future operational flexibility. Investors should monitor the details of these obligations.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations without specifying the nature or amount, which introduces uncertainty regarding the company's financial health.

Key Players & Entities

• Waste Connections, Inc. (company) — Registrant
• 0001318220 (company) — Central Index Key (CIK)
• February 21, 2024 (date) — Date of earliest event reported
• Ontario, Canada (company) — State of Incorporation
• 1-34370 (company) — SEC File Number

FAQ

Key Financial Figures

• $750,000,000 — ten public offering (the "Offering") of $750,000,000 aggregate principal amount of its 5.000

Filing Documents

• tm246725d1_8k.htm (8-K) — 44KB
• tm246725d1_ex4-2.htm (EX-4.2) — 210KB
• tm246725d1_ex5-1.htm (EX-5.1) — 15KB
• tm246725d1_ex5-2.htm (EX-5.2) — 27KB
• tm246725d1_ex5-1img001.jpg (GRAPHIC) — 11KB
• tm246725d1_ex5-1img002.jpg (GRAPHIC) — 7KB
• image_001.jpg (GRAPHIC) — 10KB
• 0001104659-24-026017.txt ( ) — 560KB
• wcn-20240221.xsd (EX-101.SCH) — 3KB
• wcn-20240221_lab.xml (EX-101.LAB) — 33KB
• wcn-20240221_pre.xml (EX-101.PRE) — 22KB
• tm246725d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 21, 2024, Waste Connections, Inc. ("Waste Connections" or the "Company") completed an underwritten public offering (the "Offering") of $750,000,000 aggregate principal amount of its 5.000% Senior Notes due 2034 (the "Notes"). The Company issued the Notes under the Indenture, dated as of November 16, 2018 (the "Base Indenture"), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the Eighth Supplemental Indenture, dated as of February 21, 2024 (the "Supplemental Indenture" and the Base Indenture as so supplemented, the "Indenture"). The Company will pay interest on the Notes on March 1 and September 1 of each year, beginning September 1, 2024, and the Notes will mature on March 1, 2034. The Notes are the Company's senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Notes will not be guaranteed by any of the Company's subsidiaries. Waste Connections may, prior to December 1, 2033 (three months before the maturity date) (the "Par Call Date"), redeem some or all of the Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the Notes redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date. Commencing on December 1, 2033 (three months before the maturity date), the Company may redeem some or all of the Notes, at any time and from time to time, at a redemption price equal to the principal amount of the Notes being redeemed plus accrued and unpaid interest

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" 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 its use of proceeds from the Offering. These forward-looking "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 from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed in the Prospectus Supplement and the accompanying base prospectus, which 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. You should not place undue reliance on forward-looking

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. The following exhibits are being filed herewith: Exhibit Number Description 4.1 Indenture, dated as of November 16, 2018, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on November 16, 2018). 4.2 Eighth Supplemental Indenture, dated as of February 21, 2024, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of Note (included in Exhibit 4.2 hereto). 5.1 Opinion of Latham & Watkins LLP regarding the enforceability of the Notes. 5.2 Opinion of Bennett Jones LLP regarding the legality of the Notes. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Bennett Jones LLP (included in Exhibit 5.2 hereto). 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 21, 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