01—Abstract
Summary
Summary of the 8-K filed June 12, 2024. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. (TSX/NYSE: WCN) disclosed on June 11, 2024 that it entered into an underwriting agreement with CIBC World Markets Inc., TD Securities Inc., Scotia Capital Inc., and other named underwriters for an offering of C$500 milliona aggregate principal amount of 4.50% Senior Notes due 2029.
The notes are senior unsecured obligations of the company. The offering is made in the United States under an effective shelf registration statement (File No. 333-259244) and on a private placement basis in each province of Canada under a Canadian offering memorandum. The company priced the notes at 99.933%b of face value, with closing expected on June 13, 2024, subject to customary conditions.
Net proceeds are expected to be approximately C$495 millionc after underwriting fees and estimated offering expenses. The company intends to use the proceeds to repay a portion of its Canadian dollar-denominated borrowings outstanding under the revolving credit facility in its credit agreement.
The filing notes that certain underwriters and their affiliates have engaged in, and may continue to engage in, investment banking and other commercial dealings with the company, and that some of them serve various roles under the revolving credit facility and will therefore 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 of C$500 million of 4.50% Senior Notes due 2029, senior unsecured obligations of Waste Connections
- Notes priced at 99.933% of face value; closing expected June 13, 2024
- Net proceeds expected to be approximately C$495 million after underwriting fees and estimated offering expenses
- Proceeds intended to repay a portion of Canadian dollar-denominated borrowings under the revolving credit facility
- Underwriters are CIBC World Markets Inc., TD Securities Inc., and Scotia Capital Inc., joint book-running managers, plus other named underwriters
- Offering made in the U.S. under an effective S-3ASR shelf registration and privately placed in each Canadian province
- Some underwriters' affiliates hold roles under the revolving credit facility and will indirectly receive a portion of the proceeds
03—Questions
Frequently Asked Questions
What securities is Waste Connections selling and on what terms?
The company is offering C$500 million aggregate principal amount of 4.50% Senior Notes due 2029 at a price to the public of 99.933% of face value. The notes are senior unsecured obligations of the company.
How will Waste Connections use the proceeds?
The company expects net proceeds of approximately C$495 million after underwriting fees and estimated offering expenses, and intends to use them to repay a portion of its Canadian dollar-denominated borrowings under the revolving credit facility in its credit agreement.
How is the offering being made?
In the United States, the offering is made under an effective shelf registration statement filed with the SEC on September 1, 2021. In Canada, it is a private placement to purchasers in each province under a Canadian offering memorandum.
When is the offering expected to close?
The offering is expected to close on June 13, 2024, subject to customary closing conditions. The filing also states that closing is subject to market conditions and other conditions and approvals, and that there is no assurance the offering will be completed as described or at all.
Do the underwriters have any other relationships with the company?
Yes. The filing states 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, for which they receive customary fees. Certain underwriters or their affiliates also serve various roles under the revolving credit facility and will indirectly receive a portion of the offering proceeds.
04—Continue