01—Abstract
Summary
Summary of the 8-K filed August 4, 2026. Cited figures are marked; the original filing is the authoritative source.
On August 4, 2026, Waste Connections, Inc. completed an underwritten public offering of two series of Canadian-dollar senior unsecured notes: C$300,000,000a of 4.200% Senior Notes due September 4, 2033 (the 2033 Notes) and C$400,000,000 of 4.550% Senior Notes due September 4, 2036 (the 2036 Notes).
The offering was registered under the company's Form S-3 shelf (File No. 333-282813) via a prospectus supplement dated July 27, 2026, and was also made on a private placement basis in Canada under a Canadian Offering Memorandum. The notes were issued under the Base Indenture dated November 16, 2018, as supplemented by a Twelfth Supplemental Indenture dated August 4, 2026, with U.S. Bank Trust Company, National Association as trustee. Interest is payable semi-annually on March 4 and September 4, beginning March 4, 2027, and the notes rank equally with the company's other senior unsecured debt.
They are not guaranteed by any subsidiaries. The notes carry customary terms for investors: the 2033 Notes may be redeemed before July 4, 2033 at the greater of par or a make-whole amount, and at par plus accrued interest thereafter; the 2036 Notes have a similar structure with a par call date of June 4, 2036. Holders may require repurchase at 101%b of principal upon certain change of control events.
The indenture includes covenants limiting liens, sale-leaseback transactions and mergers or sales of substantially all assets, along with customary events of default. The filing also includes an additional amounts provision and a tax-related redemption right at 100%c of principal. The filing incorporates the Form S-3 prospectus materials and the company's Form 10-K for fiscal year 2025 by reference for risk factors.
Exhibits include the indentures, the Agency Agreement with Computershare Trust Company of Canada as paying and transfer agent, and legal opinions from Latham & Watkins LLP and Bennett Jones LLP. The filing does not state the use of proceeds in detail beyond referencing it in the forward-looking statements section.
02—Key points
Key Highlights
- Completed offering of C$700 million aggregate principal across two Canadian-dollar senior unsecured note tranches on August 4, 2026 (C$300 million 4.200% notes due 2033 and C$400 million 4.550% notes due 2036).
- Interest payable semi-annually on March 4 and September 4, with the first payment on March 4, 2027 featuring a long first coupon of C$2.45671233 per C$100 (2033 Notes) and C$2.661438356 per C$100 (2036 Notes).
- Notes are senior unsecured obligations ranking equally with other unsubordinated debt and are not guaranteed by any subsidiaries.
- Make-whole optional redemption available before par call dates (July 4, 2033 for 2033 Notes; June 4, 2036 for 2036 Notes), with par redemption thereafter.
- Holders may require repurchase at 101% of principal plus accrued interest upon certain change of control events.
- Indenture covenants limit liens, sale-leaseback transactions and mergers or sales of all or substantially all assets.
- Offering registered under Form S-3 (File No. 333-282813) and also made as a private placement in Canada under a Canadian Offering Memorandum; Computershare Trust Company of Canada serves as paying and transfer agent.
03—Questions
Frequently Asked Questions
What securities did Waste Connections issue on August 4, 2026?
The company issued C$300,000,000 of 4.200% Senior Notes due September 4, 2033 and C$400,000,000 of 4.550% Senior Notes due September 4, 2036, both senior unsecured obligations.
When do the notes pay interest and when do they mature?
Interest is paid on March 4 and September 4 each year, beginning March 4, 2027. The 2033 Notes mature September 4, 2033, and the 2036 Notes mature September 4, 2036.
Can Waste Connections redeem the notes early?
Yes. Before July 4, 2033 (2033 Notes) and June 4, 2036 (2036 Notes), the company may redeem at the greater of par or a present-value make-whole price, plus accrued interest. From those dates, redemption is at principal plus accrued interest. The company may also redeem all notes at 100% of principal if certain tax-related additional amounts become payable and cannot be avoided.
What protections do noteholders have?
Holders may require repurchase at 101% of principal plus accrued interest upon certain change of control events. The indenture limits liens, sale-leaseback transactions and mergers or sales of substantially all assets, and includes customary events of default, including non-payment, covenant breach and bankruptcy-related events.
Are the notes guaranteed by subsidiaries?
No. The filing states the notes will not be guaranteed by any of the company's subsidiaries.
04—Continue