09/20/2021 | Press release | Distributed by Public on 09/20/2021 14:29
|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.
|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.
|Financial Statements and Exhibits.|
The following exhibits are being filed herewith:
|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.|