01—Abstract
Summary
Summary of the 8-K filed March 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Waste Connections, Inc. completed an underwritten public offering on March 16, 2026 of $600,000,000a aggregate principal amount of its 4.800% Senior Notes due 2036.
The Notes were issued under a Base Indenture dated November 16, 2018, as supplemented by an Eleventh Supplemental Indenture dated March 16, 2026, with U.S. Bank Trust Company, National Association, as trustee. Interest is payable semi-annually on January 15 and July 15, beginning July 15, 2026, and the Notes mature on July 15, 2036. The Notes are senior unsecured obligations of the Company, ranking equally with its other existing and future unsubordinated debt, and they are not guaranteed by any subsidiaries.
The Notes are redeemable at the Company's option before April 15, 2036 (three months before maturity) at the greater of par or a make-whole present value amount, plus accrued interest, and at par plus accrued interest from April 15, 2036. Holders may require repurchase at 101%b of principal plus accrued interest upon certain change of control events. 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 incorporates terms by reference to the March 5, 2026 prospectus supplement and the October 24, 2024 base prospectus. Exhibits include the Base Indenture, the Eleventh Supplemental Indenture, and legal opinions from Latham & Watkins LLP and Bennett Jones LLP on the enforceability and legality of the Notes. The filing does not state the use of proceeds beyond referencing it within forward-looking statements.
02—Key points
Key Highlights
- $600,000,000 aggregate principal amount of 4.800% Senior Notes due July 15, 2036 issued in an underwritten public offering completed March 16, 2026.
- 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.
- Optional redemption before April 15, 2036 at the greater of par or a make-whole present value amount, plus accrued interest; at par plus accrued interest thereafter.
- Holders may require repurchase at 101% of principal plus accrued interest upon certain change of control events.
- Indenture covenants restrict liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets.
- Interest payable January 15 and July 15 each year, beginning July 15, 2026; Company may pay additional amounts for withholding taxes and redeem at par if such obligations cannot be avoided.
03—Questions
Frequently Asked Questions
What did Waste Connections issue and on what terms?
The Company issued $600,000,000 aggregate principal amount of 4.800% Senior Notes due July 15, 2036 in an underwritten public offering completed March 16, 2026. Interest is paid semi-annually on January 15 and July 15, beginning July 15, 2026.
How do the Notes rank 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 April 15, 2036, 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 April 15, 2036, redemption is at 100% of principal plus accrued and unpaid interest.
What protections do holders have?
If certain change of control events occur, holders may require the Company to repurchase the Notes at 101% of principal plus accrued and unpaid interest. The Indenture also limits liens, sale-leaseback transactions, and mergers or sales of all or substantially all assets, and lists customary events of default, including non-payment, bankruptcy or insolvency, and covenant breaches uncured for 60 days after notice.
Where can investors find the full terms of the Notes?
The terms are described in the prospectus supplement dated March 5, 2026 under 'Description of Notes' and in the base prospectus dated October 24, 2024 under 'Description of Debt Securities.' The Base Indenture and Eleventh Supplemental Indenture are filed as Exhibits 4.1 and 4.2.
04—Continue