Item 1.01. Entry into a Material Definitive Agreement.
On September 20, 2021, Waste Connections, Inc. ("Waste Connections" or the
"Company") completed an underwritten public offering (the "Offering") of
$650,000,000 aggregate principal amount of 2.200% Senior Notes due 2032 (the
"2032 Notes") and $850,000,000 aggregate principal amount of 2.950% Senior Notes
due 2052 (the "2052 Notes" and, together with the 2032 Notes, the "Notes"). The
Company issued the Notes under the Indenture, dated as of November 16, 2018 (the
"Base Indenture"), by and between the Company and U.S. Bank National
Association, as trustee (the "Trustee"), as supplemented by the Fifth
Supplemental Indenture, dated as of September 20, 2021 (the "Supplemental
Indenture" and the Base Indenture as so supplemented, the "Indenture").
In connection with the Offering, the Company exercised its right to repay the
approximately $1.5 billion of senior notes (the "Private Notes") that are
governed by its 2008 and 2016 master note purchase agreements. The Company
repaid the Private Notes, including the $110.6 million make-whole payment, with
the net proceeds from the Offering and borrowings under the revolving credit
facility provided under its credit agreement. The Company expects to incur an
approximate $115.0 million charge in the third quarter of 2021 due to the
repayment of the Private Notes and associated make-whole premium and related
fees.
The Company will pay interest on the Notes on January 15 and July 15 of each
year, beginning January 15, 2022. The 2032 Notes will mature on January 15, 2032
and the 2052 Notes will mature on January 15, 2052. The Notes are the Company's
senior unsecured obligations, ranking equally in right of payment with its other
existing and future unsubordinated debt and senior to any of its future
subordinated debt. The Notes will not be guaranteed by any of the Company's
subsidiaries.
Waste Connections may, prior to October 15, 2031 (three months before the
maturity date), redeem some or all of the 2032 Notes, at any time and from time
to time, at a redemption price equal to the greater of 100% of the principal
amount of the 2032 Notes redeemed, or the sum of the present values of the
remaining scheduled payments of principal and interest on the 2032 Notes
redeemed. Commencing on October 15, 2031 (three months before the maturity
date), the Company may redeem some or all of the 2032 Notes, at any time and
from time to time, at a redemption price equal to the principal amount of the
2032 Notes being redeemed plus accrued and unpaid interest to, but excluding,
the redemption date. Waste Connections may, prior to July 15, 2051 (six months
before the maturity date), redeem some or all of the 2052 Notes, at any time and
from time to time, at a redemption price equal to the greater of 100% of the
principal amount of the 2052 Notes redeemed, or the sum of the present values of
the remaining scheduled payments of principal and interest on the 2052 Notes
redeemed. Commencing on July 15, 2051 (six months before the maturity date), the
Company may redeem some or all of the 2052 Notes, at any time and from time to
time, at a redemption price equal to the principal amount of the 2052 Notes
being redeemed plus accrued and unpaid interest to, but excluding, the
redemption date.
Under certain circumstances, Waste Connections may become obligated to pay
additional amounts (the "Additional Amounts") with respect to the Notes to
ensure that the net amounts received by each holder of the Notes will not be
less than the amount such holder would have received if withholding taxes or
deductions were not incurred on a payment under or with respect to the Notes. If
such payment of Additional Amounts are a result of a change in the laws or
regulations, including a change in any official position, the introduction of an
official position or a holding by a court of competent jurisdiction, of any
jurisdiction from or through which payment is made by or on behalf of the Notes
having power to tax, and the Company cannot avoid such payments of Additional
Amounts through reasonable measures, then the Company may redeem the Notes then
outstanding at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but excluding, the redemption date
(subject to the right of holders of record on the relevant record date to
receive interest due on an interest payment date that is on or prior to the
redemption date).
If the Company experiences certain kinds of changes of control, each holder of
the Notes may require the Company to repurchase all or a portion of the Notes
for cash at a price equal to 101% of the aggregate principal amount of such
Notes, plus any accrued but unpaid interest to the date of repurchase.
The covenants in the Indenture include limitations on liens, sale-leaseback
transactions and mergers and sales of all or substantially all of the Company's
assets.
The Indenture contains the following customary events of default (each an "Event
of Default"):
· default in the payment of any interest upon any Note when it becomes due and
payable, and the continuance of such default for a period of 30 days (unless
the entire amount of the payment is deposited by Waste Connections with the
Trustee or with a paying agent prior to 11:00 a.m., New York City time, on the
30th day of such period);
· default in the payment of principal of any Note at its maturity;
· default in the performance or breach of any other covenant or warranty by the
Company in the Indenture (other than a covenant or warranty that has been
included in the Indenture solely for the benefit of a series of debt securities
other than the Notes), which default continues uncured for a period of 60 days
after the Company receives written notice from the Trustee or the Company and
the Trustee receive written notice from the holders of not less than 25% in
principal amount of the outstanding Notes as provided in the Indenture; or
· certain voluntary or involuntary events of bankruptcy, insolvency or
reorganization of Waste Connections.
Upon an Event of Default, the principal of and accrued and unpaid interest on
all the Notes may be declared to be due and payable by the Trustee or the
holders of not less than 25% in principal amount of the outstanding Notes. Upon
such a declaration, such principal and accrued interest on all of the Notes will
be due and payable immediately. In the case of an Event of Default resulting
from certain events of bankruptcy, insolvency or reorganization, the principal
(or such specified amount) of and accrued and unpaid interest, if any, on all
outstanding Notes will become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holder of the Notes.
Under certain circumstances, the holders of a majority in principal amount of
the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.
The terms of the Notes are further described in the Company's prospectus
supplement, dated September 7, 2021 related to the Notes, and the accompanying
base prospectus, dated September 1, 2021, under the captions "Description of
Debt Securities" and "Description of Notes." The foregoing description of the
Indenture is qualified in its entirety by reference to the Base Indenture and
the Fifth Supplemental Indenture thereto, copies of which are filed as
Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
The information set forth under "Item 1.01. Entry into a Material Definitive
Agreement" is incorporated herein by reference.
Safe Harbor and Forward-Looking Information
This document contains forward-looking statements within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995
("PSLRA"), including "forward-looking information" within the meaning of
applicable Canadian securities laws. These forward-looking statements are
neither historical facts nor assurances of future performance and reflect Waste
Connections' current beliefs and expectations regarding future events, including
its use of proceeds from the Offering. These forward-looking statements are
often identified by the words "plans," "may," "believes," "expects,"
"estimates," "intends," "could," "should," "anticipates" or other words of
similar meaning, although not all forward-looking statements contain these
identifying words. All of the forward-looking statements included in this
document are made pursuant to the safe harbor provisions of the PSLRA and
applicable securities laws in Canada. Forward-looking statements involve risks,
assumptions and uncertainties. Important factors that could cause actual results
to differ, possibly materially, from those indicated by the forward-looking
statements include, but are not limited to, risk factors detailed in the
prospectus supplement, the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 and those risk factors set forth from time to time
in the Company's other filings with the Securities and Exchange Commission and
the securities commissions or similar regulatory authorities in Canada. You
should not place undue reliance on forward-looking statements, which speak only
as of the date of this document. Waste Connections undertakes no obligation to
update the forward-looking statements set forth in this document, whether as a
result of new information, future events, or otherwise, unless required by
applicable securities laws.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being filed herewith:
Exhibit Description
Number
4.1 Indenture, dated as of November 16, 2018, by and between Waste
Connections, Inc. and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K filed with the SEC on November 16, 2018).
4.2 Fifth Supplemental Indenture, dated as of September 20, 2021, by and
between Waste Connections, Inc. and U.S. Bank National Association, as
trustee.
4.3 Form of Note (included in Exhibit 4.2 hereto).
5.1 Opinion of Latham & Watkins LLP regarding the enforceability of the
Notes.
5.2 Opinion of Bennett Jones LLP regarding the legality of the Notes.
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
23.2 Consent of Bennett Jones LLP (included in Exhibit 5.2 hereto).
104 The cover page of Waste Connections, Inc. on Current Report on Form
8-K formatted in Inline XBRL.
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