01—Abstract
Summary
Summary of the 8-K filed February 21, 2024. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. completed an underwritten public offering on February 21, 2024 of $750,000,000a aggregate principal amount of its 5.000% Senior Notes due 2034.
The Notes were issued under a base indenture dated November 16, 2018 with U.S. Bank Trust Company, National Association, as trustee, as supplemented by an Eighth Supplemental Indenture dated February 21, 2024. Interest is payable semi-annually on March 1 and September 1, beginning September 1, 2024, and the Notes mature on March 1, 2034. The Notes are senior unsecured obligations of the company, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any future subordinated debt.
They are not guaranteed by any subsidiaries. The company may redeem the Notes before December 1, 2033 at the greater of par or a make-whole amount, and at par plus accrued interest from December 1, 2033 onward. Holders may require repurchase at 101%b of principal plus accrued interest upon certain changes of control.
The Indenture includes covenants limiting liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets, along with customary events of default, including payment defaults, covenant breaches uncured for 60 days, and bankruptcy or insolvency events. The filing states that the terms are further described in the prospectus supplement dated February 15, 2024 and the base prospectus dated September 1, 2021. The filing also includes forward-looking statements referencing the company's use of proceeds from the offering, but does not specify those uses.
02—Key points
Key Highlights
- Waste Connections completed a $750,000,000 offering of 5.000% Senior Notes due March 1, 2034 on February 21, 2024.
- Interest is payable semi-annually on March 1 and September 1, beginning September 1, 2024.
- The Notes are senior unsecured obligations, ranking equally with other unsubordinated debt and senior to future subordinated debt, and are not guaranteed by subsidiaries.
- Optional redemption before December 1, 2033 is at the greater of par or a make-whole present value, with par redemption available from December 1, 2033.
- Holders may require repurchase at 101% of principal plus accrued interest upon certain changes of control.
- Covenants restrict liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets.
- Events of default include payment defaults, covenant breaches uncured for 60 days, and bankruptcy or insolvency events, with acceleration possible at 25% holder threshold.
03—Questions
Frequently Asked Questions
How much debt did Waste Connections issue and when does it mature?
The company issued $750,000,000 aggregate principal amount of 5.000% Senior Notes, which mature on March 1, 2034.
What are the interest payment terms?
Interest is payable on March 1 and September 1 of each year, beginning September 1, 2024.
Can the company redeem the Notes early?
Yes. Before December 1, 2033, the company may redeem the Notes at the greater of 100% of principal or a make-whole present value, plus accrued and unpaid interest. From December 1, 2033, it may redeem at 100% of principal plus accrued interest.
What protections do noteholders have if control of the company changes?
If certain changes of control occur, each holder may require the company to purchase its Notes for cash at 101% of the aggregate principal amount, plus accrued and unpaid interest.
Are the Notes secured or guaranteed by subsidiaries?
No. The Notes are senior unsecured obligations of Waste Connections and will not be guaranteed by any of its subsidiaries.
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