01—Abstract
Summary
Summary of the 8-K filed February 16, 2024. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. (TSX/NYSE: WCN) filed this Current Report on Form 8-K dated February 16, 2024 to disclose that on February 15, 2024 it entered into an underwriting agreement with BofA Securities, Inc., J.P.
Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the underwriters, for a public offering of $750 milliona aggregate principal amount of 5.000% Senior Notes due 2034. The offering was registered under the company's Form S-3ASR shelf registration statement and is being made pursuant to a prospectus supplement dated February 15, 2024. According to the accompanying press releases, the Notes were priced at 98.835% of face value, with net proceeds to the company expected to be approximately $734.2 million after underwriting fees and estimated offering expenses.
The company expects the offering to close on February 21, 2024, subject to customary closing conditions. Waste Connections intends to use the net proceeds to repay a portion of the borrowings outstanding under its revolving credit facility and a portion of the term loan outstanding under its term credit facility.
The filing also notes that certain underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings with the company, and that certain underwriters or their affiliates serve roles under the revolving credit facility and will indirectly receive a portion of the offering proceeds. The offering is subject to market conditions and there is no assurance it will be completed as described or at all.
02—Key points
Key Highlights
- Offering size: $750 million aggregate principal amount of 5.000% Senior Notes due 2034, priced February 15, 2024.
- Issue price: Notes priced at 98.835% of face value to the public.
- Net proceeds: approximately $734.2 million after underwriting fees and estimated offering expenses.
- Use of proceeds: repayment of a portion of revolving credit facility borrowings and a portion of the term loan under the company's credit agreement.
- Expected closing: February 21, 2024, subject to customary closing conditions and market conditions.
- Structure: notes are senior unsecured obligations, offered under an effective S-3ASR shelf registration (File No. 333-259244).
- Underwriter relationships: certain underwriters or affiliates have ongoing banking relationships with the company and will indirectly receive a portion of proceeds through their roles in the revolving credit facility.
03—Questions
Frequently Asked Questions
How much debt did Waste Connections issue and on what terms?
The company issued $750 million aggregate principal amount of 5.000% Senior Notes due 2034 at a price to the public of 98.835% of face value. The notes are senior unsecured obligations of the company.
How much cash will the company receive from the offering?
Net proceeds are expected to be approximately $734.2 million after deducting underwriting fees and estimated offering expenses.
What will the company do with the proceeds?
The company intends to repay a portion of the borrowings outstanding under its revolving credit facility and a portion of the term loan outstanding under its term credit facility, both provided under its credit agreement.
When is the offering expected to close?
The offering is expected to close on February 21, 2024, subject to customary closing conditions and market and other conditions. There is no assurance the offering will be completed as described or at all.
Do the underwriters have other relationships with the company?
Yes. Certain underwriters and their affiliates have engaged in and may continue to engage in investment banking and other commercial dealings with the company, receiving customary fees. Some also serve roles under the revolving credit facility and will indirectly receive a portion of the offering proceeds.
04—Continue