01—Abstract
Summary
Summary of the 8-K filed June 13, 2024. Cited figures are marked; the original filing is the authoritative source.
On June 13, 2024, Waste Connections, Inc. completed an underwritten public offering of C$500,000,000a aggregate principal amount of its 4.50% Senior Notes due 2029.
The Notes were registered under the Securities Act via the Company's Form S-3ASR and were also offered on a private placement basis in Canada under a Canadian Offering Memorandum. Interest is payable semi-annually on June 14 and December 14, beginning December 14, 2024, and the Notes mature on June 14, 2029. The first coupon is a long first coupon of C$2.262328768b per C$100.
The Notes are senior unsecured obligations of Waste Connections, ranking equally with its other existing and future unsubordinated debt, and they are not guaranteed by any subsidiaries. The Company may redeem the Notes before the Par Call Date of May 14, 2029 at the greater of par or a make-whole present value amount, and at par plus accrued interest from that date onward. Holders may require repurchase at 101%c of principal upon certain changes of control.
The Indenture includes covenants limiting liens, sale-leaseback transactions, and mergers or sales of substantially all assets, along with customary events of default. Computershare Trust Company of Canada acts as paying agent, transfer agent, authenticating agent and registrar for the Notes under an Agency Agreement dated June 13, 2024. The filing incorporates the Indenture and Supplemental Indenture by reference and lists legal opinions from Latham & Watkins LLP and Bennett Jones LLP as exhibits.
02—Key points
Key Highlights
- Completed an underwritten public offering of C$500,000,000 of 4.50% Senior Notes due June 14, 2029 on June 13, 2024.
- Notes are senior unsecured obligations ranking equally with existing and future unsubordinated debt and senior to future subordinated debt.
- Notes are not guaranteed by any of the Company's subsidiaries.
- Interest is payable June 14 and December 14 each year, beginning December 14, 2024, with a long first coupon of C$2.262328768 per C$100.
- Optional redemption before May 14, 2029 at the greater of par or a make-whole amount; at par plus accrued interest from May 14, 2029.
- Holders may require repurchase at 101% of principal plus accrued interest upon certain changes of control.
- Indenture covenants limit liens, sale-leaseback transactions, and mergers or sales of substantially all assets.
03—Questions
Frequently Asked Questions
How much debt did Waste Connections issue and when does it mature?
The Company issued C$500,000,000 aggregate principal amount of 4.50% Senior Notes due June 14, 2029, completing the offering on June 13, 2024.
What is the ranking of the Notes relative to other debt?
The Notes are senior unsecured obligations that rank equally in right of payment with the Company's other existing and future unsubordinated debt and are senior to any future subordinated debt. The Notes are not guaranteed by subsidiaries.
Can the Company redeem the Notes early?
Yes. Before May 14, 2029, the Company may redeem some or all Notes at the greater of 100% of principal or a present-value make-whole amount, plus accrued and unpaid interest. From May 14, 2029, it may redeem at principal plus accrued interest. The Company may also redeem all Notes at par plus accrued interest if it must pay Additional Amounts due to certain tax law changes that it cannot reasonably avoid.
What protections do holders have if the Company undergoes a change of control?
Upon certain changes of control, each holder may require the Company to purchase all or part of its Notes for cash at 101% of the aggregate principal amount, plus accrued and unpaid interest to the purchase date.
Who administers the Notes?
U.S. Bank Trust Company, National Association serves as trustee under the Indenture. Computershare Trust Company of Canada acts as paying agent, transfer agent, authenticating agent and registrar under the Agency Agreement dated June 13, 2024.
04—Continue