01—Abstract
Summary
Summary of the 8-K filed June 4, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 4, 2025, Waste Connections, Inc. completed an underwritten public offering of $500,000,000a aggregate principal amount of its 5.250% Senior Notes due 2035.
The Notes are senior unsecured obligations of the Company, rank equally in right of payment with its other existing and future unsubordinated debt, are senior to any future subordinated debt, and will not be guaranteed by any of its subsidiaries. Interest is payable March 1 and September 1 of each year, beginning March 1, 2026, with maturity on September 1, 2035. The Notes are issued under the November 16, 2018 Base Indenture with U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Tenth Supplemental Indenture dated June 4, 2025.
The Company may redeem the Notes before June 1, 2035 at the greater of par or a make-whole-style present value amount plus accrued interest, and at par plus accrued interest from June 1, 2035. The Company may also redeem the Notes at par plus accrued interest if it becomes obligated to pay Additional Amounts due to certain tax law changes that it cannot avoid through reasonable measures. Upon certain change of control events, holders may require repurchase at 101%b of principal plus accrued interest.
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 non-payment, covenant breach uncured for 60 days, and bankruptcy or insolvency events. The filing states that terms are further described in the prospectus supplement dated May 28, 2025 and the base prospectus dated October 24, 2024. The Company also incorporates by reference the Base Indenture and Tenth Supplemental Indenture as Exhibits 4.1 and 4.2, and includes legal opinions from Latham & Watkins LLP and Bennett Jones LLP on the Notes.
02—Key points
Key Highlights
- Completed a $500,000,000 underwritten public offering of 5.250% Senior Notes due September 1, 2035 on June 4, 2025.
- Notes are senior unsecured obligations of Waste Connections, Inc., ranking equally with its other unsubordinated debt and senior to future subordinated debt.
- The Notes are not guaranteed by any of the Company's subsidiaries.
- Interest is payable semi-annually on March 1 and September 1, beginning March 1, 2026.
- Optional redemption before June 1, 2035 is at the greater of par or a present-value make-whole amount, plus accrued interest; redemption at par plus accrued interest is available from June 1, 2035.
- Change of control triggers a holder put right at 101% of principal plus accrued interest.
- Indenture covenants limit liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets.
03—Questions
Frequently Asked Questions
How much debt did Waste Connections issue and on what terms?
The Company issued $500,000,000 aggregate principal amount of 5.250% Senior Notes due September 1, 2035, with interest payable March 1 and September 1 each year, beginning March 1, 2026.
What is the ranking of the Notes relative to other Company 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. They are not guaranteed by any subsidiaries.
Can the Company redeem the Notes early?
Yes. Before June 1, 2035, the Company may redeem some or all Notes at the greater of 100% of principal or a present-value amount of remaining scheduled payments, plus accrued and unpaid interest. From June 1, 2035, redemption is at principal plus accrued and unpaid interest. The Company may also redeem all Notes at 100% of principal plus accrued interest if it must pay Additional Amounts due to certain tax law changes it cannot avoid through reasonable measures.
What protections do holders have if the Company undergoes a change of control?
Upon certain change of control events, each holder may require the Company to purchase all or a portion of its Notes for cash at 101% of the aggregate principal amount, plus accrued and unpaid interest to the purchase date.
What events could make the Notes immediately due?
Events of default include non-payment of interest continuing for 30 days, non-payment of principal at maturity, covenant or warranty breaches uncured for 60 days after notice, and certain bankruptcy, insolvency, or reorganization events. Upon default, the Trustee or holders of at least 25% of outstanding principal may accelerate the Notes, and bankruptcy-related defaults cause automatic acceleration.
04—Continue