Item 1.01. Entry into a Material Definitive Agreement
On September 7, 2021, Waste Connections, Inc. ("Waste Connections" or the
"Company") entered into an underwriting agreement (the "Underwriting Agreement")
with BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas
Inc. and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein (collectively, the "Underwriters"), relating to the
public offering (the "Offering") by Waste Connections of $650,000,000 aggregate
principal amount of 2.200% Senior Notes due 2032 (the "2032 Notes") and
$850,000,000 aggregate principal amount of 2.950% Senior Notes due 2052
(together with the 2032 Notes, 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 September 7, 2021, relating to
the Notes (together with the accompanying base prospectus, dated September 1,
2021, the "Prospectus Supplement"), filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act on September 7, 2021.
As more fully described under the caption "Underwriting" 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.
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.
Item 7.01. Regulation FD Disclosure.
On September 7, 2021, 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 September 7, 2021, 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 "plans," "may," "might," "will, " "believes," "expects,"
"estimates," "intends," "could," "should," "anticipates" or other words of
similar meaning, although not all forward-looking statements contain these
identifying words. 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, which is a part of the Registration Statement, the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020
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 of the Offering is subject to market
conditions and a number of other conditions and approvals. The final terms may
vary as a result of such market and other conditions. There can be no assurance
that the Offering will be completed as described herein or at all. 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:
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of September 7, 2021, by and among
Waste Connections, Inc. and BofA Securities, Inc., J.P. Morgan
Securities LLC, MUFG Securities Americas Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters named
therein.
99.1 Press Release, dated September 7, 2021, announcing the launch of the
Offering.
99.2 Press Release, dated September 7, 2021, announcing the pricing of the
Offering.
104 The cover page of Waste Connections, Inc. on Current Report on Form 8-K
formatted in Inline XBRL.
© Edgar Online, source Glimpses
WASTE CONNECTIONS, INC. 
