Item 1.01. Entry into a Material Definitive Agreement
Underwriting Agreement
On
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 was registered under the Securities Act, pursuant to the Company's
Registration Statement on Form S-3ASR (File No. 333-225219), as supplemented by
the Prospectus Supplement, dated
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. In addition, certain of the Underwriters or their affiliates serve various roles under the Company's revolving credit agreement, and, as a result, such Underwriters or their affiliates indirectly received a portion of the proceeds of the Offering.
The summary of the Underwriting Agreement in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
Indenture
On
The Company will pay interest on the Notes semi-annually on
Under certain circumstances,
If the Company experiences certain kinds of changes of control, each holder of the Notes may require the Company to repurchase all or a portion of the Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus any accrued but unpaid interest to the date of repurchase.
The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company's assets.
The Indenture contains the following customary events of default (each an "Event of Default"):
· default in the payment of any interest upon any Note when it becomes due and
payable, and the continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited byWaste Connections with the Trustee prior to the expiration of the 30-day period);
· default in the payment of principal of any Note at its maturity;
· default in the performance or breach of any other covenant or warranty by the
Company in the Indenture (other than a covenant or warranty that has been included in the Indenture solely for the benefit of a series of debt securities other than the Notes), which default continues uncured for a period of 60 days after the Company receives written notice from the Trustee or the Company and the Trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding Notes as provided in the Indenture; or
· certain voluntary or involuntary events of bankruptcy, insolvency or
reorganization ofWaste Connections .
Upon an Event of Default, the principal of and accrued and unpaid interest on all the Notes may be declared to be due and payable by the Trustee or the holders of not less than 25% in principal amount of the outstanding Notes. Upon such a declaration, such principal and accrued interest on all of the Notes will be due and payable immediately. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.
The terms of the Notes are further described in the Prospectus Supplement under
the captions "Description of
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
The information set forth under the heading "Indenture" in "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
Item 9.01. Financial Statements and Exhibits
The following exhibits are being filed herewith:
Exhibit Number Description 1.1 Underwriting Agreement, dated as ofJanuary 21, 2020 , by and amongWaste Connections, Inc. andBofA Securities, Inc. ,J.P. Morgan Securities LLC ,MUFG Securities Americas Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters named therein. 4.1 Indenture, dated as ofNovember 16, 2018 , by and betweenWaste Connections, Inc. andU.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 theSEC onNovember 16, 2018 ). 4.2 Third Supplemental Indenture, dated as ofJanuary 23, 2020 , by and betweenWaste Connections, Inc. andU.S. Bank National Association , as trustee. 4.3 Form of Note (included in Exhibit 4.2 hereto). 5.1 Opinion ofLatham & Watkins LLP regarding the enforceability of the Notes. 5.2 Opinion ofBennett Jones LLP regarding the legality of the Notes. 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1 hereto). 23.2 Consent ofBennett Jones LLP (included in Exhibit 5.2 hereto).
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