Blog: WASTE CONNECTIONS, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01. Entry into a Material Definitive Agreement

On August 4, 2022, Waste Connections, Inc. (“Waste Connections” or the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas
Inc. and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein (collectively, the “Underwriters”), relating to the
public offering (the “Offering”) by Waste Connections of $750 million aggregate
principal amount of its 4.200% Senior Notes due 2033 (the “Notes”).

The Underwriting Agreement contains customary representations, warranties and
agreements by the Company and customary conditions to closing, obligations of
the parties and termination provisions. Additionally, the Company has agreed to
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”), or to
contribute to payments the Underwriters may be required to make because of any
of those liabilities.

The Offering has been registered under the Securities Act, pursuant to the
Company’s Registration Statement on Form S-3ASR (File No. 333-259244), as
supplemented by the Prospectus Supplement, dated August 4, 2022, relating to the
Notes (together with the accompanying base prospectus, dated September 1, 2021,
the “Prospectus Supplement”), filed with the Securities and Exchange Commission
(the “SEC”) pursuant to Rule 424(b) of the Securities Act on August 5, 2022.

As more fully described under the caption “Underwriting (Conflicts of Interest)”
in the Prospectus Supplement, from time to time, certain of the Underwriters and
their affiliates have engaged in, and may in the future engage in, investment
banking and other commercial dealings in the ordinary course of business with
the Company or its affiliates. They have received, or may in the future receive,
customary fees and commissions for these transactions. In addition, certain of
the Underwriters or their affiliates serve various roles under the revolving
credit facility provided for under the Company’s credit agreement, and, as a
result, such Underwriters or their affiliates will indirectly receive a portion
of the proceeds of the Offering.

The summary of the Underwriting Agreement in this report does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is
incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 4, 2022, Waste Connections issued a press release announcing the
launch of the Offering. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference.

On August 4, 2022, Waste Connections issued a press release announcing the
pricing of the Offering. A copy of the press release is furnished as
Exhibit 99.2 hereto and 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
the completion of the Offering. These forward-looking statements are often
identified by the words “may,” “might,” “believes,” “thinks,” “expects,”
“estimate,” “continue,” “intends” or other words of similar meaning. 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 and the
accompanying base prospectus, which are both a part of the Registration
Statement, the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and the Company’s Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2022 and June 30, 2022, and those risk factors set
forth from time to time in the Company’s other filings with the SEC and the
securities commissions or similar regulatory authorities in Canada. The closing
of the Offering is subject to market conditions and a number of other conditions
and approvals. The final terms may vary as a result of such market and other
conditions. There can be no assurance that the Offering will be completed as
described herein or at all. 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
  1.1      Underwriting Agreement, dated as of August 4, 2022, by and among Waste
         Connections, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC,
         MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as
         representatives of the several underwriters named therein.

  99.1     Press Release, dated August 4, 2022, announcing the launch of the
         Offering.

  99.2     Press Release, dated August 4, 2022, announcing the pricing of the
         Offering.

104      The cover page of Waste Connections, Inc.'s Current Report on Form 8-K
         formatted in Inline XBRL.

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s