Waste Connections Signs Material Definitive Agreement

TL;DR

Waste Connections just signed a big deal, filing an 8-K with details coming soon.

AI Summary

On June 11, 2024, Waste Connections, Inc. entered into a Material Definitive Agreement related to its acquisition of a business. The filing also includes financial statements and exhibits, and a Regulation FD Disclosure. Specific details of the agreement and financial figures are expected to be further elaborated in the accompanying exhibits.

Why It Matters

This filing indicates a significant business transaction for Waste Connections, Inc., potentially impacting its market position and future financial performance.

Risk Assessment

Risk Level: medium — The filing pertains to a material definitive agreement, which could involve significant financial commitments or strategic shifts for the company.

Key Players & Entities

• Waste Connections, Inc. (company) — Registrant
• June 11, 2024 (date) — Date of earliest event reported
• Ontario, Canada (location) — Jurisdiction of Incorporation
• Progressive Waste Solutions Ltd. (company) — Former Company Name
• IESI-BFC Ltd (company) — Former Company Name
• BFI Canada Ltd (company) — Former Company Name

FAQ

Key Financial Figures

• $500 million — Waste Connections (the "Offering") of C$500 million aggregate principal amount of its 4.50%

Filing Documents

• tm2416839d2_8k.htm (8-K) — 35KB
• tm2416839d2_ex1-1.htm (EX-1.1) — 512KB
• tm2416839d2_ex99-1.htm (EX-99.1) — 10KB
• tm2416839d2_ex99-2.htm (EX-99.2) — 10KB
• tm2416839d2_ex99-1img001.jpg (GRAPHIC) — 31KB
• tm2416839d2_ex99-2img001.jpg (GRAPHIC) — 30KB
• 0001104659-24-070905.txt ( ) — 903KB
• wcn-20240611.xsd (EX-101.SCH) — 3KB
• wcn-20240611_lab.xml (EX-101.LAB) — 33KB
• wcn-20240611_pre.xml (EX-101.PRE) — 22KB
• tm2416839d2_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On June 11, 2024, Waste Connections, Inc. ("Waste Connections" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with CIBC World Markets Inc., TD Securities Inc., and Scotia Capital Inc., and the several other underwriters named therein (collectively, the "Underwriters"), relating to an offering by Waste Connections (the "Offering") of C$500 million aggregate principal amount of its 4.50% Senior Notes due 2029 (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 June 11, 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. The Offering is being made on a private placement basis in Canada to purchasers in each province of Canada under a Canadian offering memorandum, which includes the Prospectus Supplement. 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.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 11, 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 June 11, 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 closing

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 June 11, 2024, by and among Waste Connections, Inc. and CIBC World Markets Inc., TD Securities Inc., and Scotia Capital Inc., and the several underwriters named therein. 99.1 Press Release, dated June 11, 2024, announcing the launch of the Offering. 99.2 Press Release, dated June 11, 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. WASTE CONNECTIONS, INC. Date: June 12, 2024 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