01—Abstract
Summary
Summary of the 8-K filed March 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. (TSX/NYSE: WCN) entered into an underwriting agreement on March 5, 2026 with BofA Securities, J.P.
Morgan Securities, PNC Capital Markets and Truist Securities, as representatives of the underwriters, for a public offering of $600 milliona aggregate principal amount of 4.800% Senior Notes due 2036. The Notes are senior unsecured obligations of the Company. The offering was registered under an effective shelf registration statement (File No. 333-282813) and a prospectus supplement dated March 5, 2026.
According to the pricing press release (Exhibit 99.2), the Notes were priced at 99.732% of face value, with the offering expected to close on March 16, 2026. Net proceeds are expected to be approximately $593 millionb after underwriting fees and estimated offering expenses. The Company intends to use the proceeds, together with cash on hand, to repay a portion of the borrowings outstanding under its revolving credit facility.
The filing also 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 roles under the revolving credit facility and will indirectly receive a portion of the offering proceeds. Completion of the offering is subject to market conditions and other customary closing conditions.
02—Key points
Key Highlights
- $600 million of 4.800% Senior Notes due 2036 offered via underwritten public offering under an effective S-3ASR shelf registration
- Notes priced at 99.732% of face value; offering expected to close March 16, 2026
- Expected net proceeds of approximately $593 million after underwriting fees and estimated offering expenses
- Proceeds, together with cash on hand, to be used to repay a portion of revolving credit facility borrowings
- Notes are senior unsecured obligations of Waste Connections, Inc.
- Underwriters include BofA Securities, J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc.; some underwriter affiliates hold roles in the revolving credit facility and will indirectly receive proceeds
- Underwriting Agreement dated March 5, 2026 includes customary representations, warranties, indemnification and closing conditions
03—Questions
Frequently Asked Questions
What securities is Waste Connections offering and on what terms?
The Company is offering $600 million aggregate principal amount of 4.800% Senior Notes due 2036, priced at 99.732% of face value. The Notes are senior unsecured obligations of the Company.
What will Waste Connections do with the proceeds?
The Company expects net proceeds of approximately $593 million, together with cash on hand, to be used to repay a portion of the borrowings outstanding under its revolving credit facility.
When is the offering expected to close?
The offering is expected to close on March 16, 2026, subject to customary closing conditions.
Do the underwriters have other relationships with the Company?
Yes. The filing states 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 some serve roles under the revolving credit facility, so they will indirectly receive a portion of the offering proceeds.
Under what registration is the offering being made?
The offering is registered under the Company's Registration Statement on Form S-3ASR (File No. 333-282813), supplemented by a prospectus supplement dated March 5, 2026, filed under Rule 424(b).
04—Continue