Item 1.01. Entry into a Material Definitive Agreement.
On August 18, 2022, Waste Connections, Inc. ("Waste Connections" or the
"Company") completed an underwritten public offering (the "Offering") of
$750,000,000 aggregate principal amount of its 4.200% Senior Notes due 2033 (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 Seventh
Supplemental Indenture, dated as of August 18, 2022 (the "Supplemental
Indenture" and the Base Indenture as so supplemented, the "Indenture").
The Company will pay interest on the Notes on January 15 and July 15 of each
year, beginning January 15, 2023, and the Notes will mature on January 15, 2033.
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 October 15, 2032 (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 October 15, 2032 (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 thereon to the redemption
Under certain circumstances, Waste Connections may become obligated to pay
additional amounts (the "Additional Amounts") with respect to the Notes to
ensure that the net amounts received by each holder of the Notes will not be
less than the amount such holder would have received if withholding taxes or
deductions were not incurred on a payment under or with respect to the Notes. If
such payment of Additional Amounts are a result of a change in the laws or
regulations, including a change in any official position, the introduction of an
official position or a holding by a court of competent jurisdiction, of any
jurisdiction from or through which payment is made by or on behalf of the Notes
having power to tax, and the Company cannot avoid such payments of Additional
Amounts through reasonable measures, then the Company may redeem the Notes then
outstanding at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but excluding, the redemption date
(subject to the right of holders of record on the relevant record date to
receive interest due on an interest payment date that is on or prior to the
If the Company experiences certain kinds of changes of control, each holder of
the Notes may require the Company to purchase all or a portion of the Notes for
cash at a price equal to 101% of the aggregate principal amount of such Notes,
plus accrued and unpaid interest, if any, to, but excluding, the purchase date.
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
The Indenture contains the following customary events of default (each an "Event
· 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 by Waste Connections with the
Trustee or with a paying agent prior to 11:00 a.m., New York City time, on the
30th day of such 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 of Waste 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 Company's prospectus
supplement, dated August 4, 2022 related to the Notes, and the accompanying base
prospectus, dated September 1, 2021, under the captions "Description of Notes"
and "Description of Debt Securities," respectively. The foregoing description of
the Indenture is qualified in its entirety by reference to the Base Indenture
and the Supplemental Indenture thereto, copies of which are filed as Exhibit 4.1
and Exhibit 4.2, respectively, hereto and are incorporated herein by reference.
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 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 statements include, but
are not limited to, risk factors detailed in the prospectus supplement and the
accompanying base prospectus, the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 and the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2022 and June 30, 2022, and those risk
factors set forth from time to time in the Company's other filings with the
Securities and Exchange Commission and the securities commissions or similar
regulatory authorities in Canada. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this document.
Waste Connections undertakes no obligation to update the forward-looking
statements set forth in this document, whether as a result of new information,
future events, or otherwise, unless required by applicable securities laws.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being filed herewith:
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 Seventh Supplemental Indenture, dated as of August 18, 2022, 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
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.
© Edgar Online, source Glimpses