Waste Connections Enters Material Definitive Agreement

TL;DR

Waste Connections just signed a big deal, likely involving debt.

AI Summary

On June 13, 2024, Waste Connections, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, formerly known as Progressive Waste Solutions Ltd., IESI-BFC Ltd, and BFI Canada Ltd, is involved in the refuse systems industry.

Why It Matters

This filing indicates a significant financial commitment or obligation for Waste Connections, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements, especially those involving financial obligations, can introduce financial risks and operational changes that warrant careful monitoring.

Key Players & Entities

• Waste Connections, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• 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

• $500,000,000 — en public offering (the "Offering") of C$500,000,000 aggregate principal amount of its 4.50%
• $2.262328768 — e a long first coupon in the amount of C$2.262328768 per C$100. The Notes are the Company's
• $100 — pon in the amount of C$2.262328768 per C$100. The Notes are the Company's senior uns

Filing Documents

• tm2416839d7_8k.htm (8-K) — 45KB
• tm2416839d7_ex4-2.htm (EX-4.2) — 209KB
• tm2416839d7_ex4-4.htm (EX-4.4) — 145KB
• tm2416839d7_ex5-1.htm (EX-5.1) — 15KB
• tm2416839d7_ex5-2.htm (EX-5.2) — 28KB
• tm2416839d7_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2416839d7_ex5-1img002.jpg (GRAPHIC) — 2KB
• tm2416839d7_ex5-2img001.jpg (GRAPHIC) — 8KB
• tm2416839d7_ex5-2img002.jpg (GRAPHIC) — 2KB
• 0001104659-24-071328.txt ( ) — 719KB
• wcn-20240613.xsd (EX-101.SCH) — 3KB
• wcn-20240613_lab.xml (EX-101.LAB) — 33KB
• wcn-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2416839d7_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 13, 2024, Waste Connections, Inc. ("Waste Connections" or the "Company") completed an underwritten public offering (the "Offering") of C$500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2029 (the "Notes"). The Offering was registered under the Securities Act of 1933, as amended (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 was also 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. 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 Ninth Supplemental Indenture, dated as of June 13, 2024 (the "Supplemental Indenture" and the Base Indenture as so supplemented, the "Indenture"). The Company will pay interest on the Notes on June 14 and December 14 of each year, beginning December 14, 2024, and the Notes will mature on June 14, 2029. The first payment of interest shall be a long first coupon in the amount of C$2.262328768 per C$100. 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 May 14, 2029 (one month before th

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 Ninth Supplemental Indenture, dated as of June 13, 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). 4.4 Agency Agreement, dated as of June 13, 2024, by and between Waste Connections, Inc., U.S. Bank Trust Company, National Association and Computershare Trust Company of Canada. 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. WASTE CONNECTIONS, INC. Date: June 13, 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