Item 1.01. Entry into a Material Definitive Agreement
On March 2, 2022, 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 $500 million aggregate
principal amount of its 3.200% Senior Notes due 2032 (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 March 2, 2022, 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 on March 3, 2022.
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 revolving
credit facility provided for under the Company's credit agreement, and, as a
result, such Underwriters or their affiliates will indirectly receive 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.
Item 7.01. Regulation FD Disclosure.
On March 2, 2022, 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 March 2, 2022, 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,"
"estimates," "continue," "intends" 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, 2021 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 Description
Number
1.1 Underwriting Agreement, dated as of March 2, 2022, 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 March 2, 2022, announcing the launch of the
Offering.
99.2 Press Release, dated March 2, 2022, 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.
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WASTE CONNECTIONS, INC. 
