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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/23/20 Waste Connections, Inc. 8-K:1,2,9 1/21/20 14:781K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 51K 2: EX-1.1 Underwriting Agreement HTML 196K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 145K 4: EX-5.1 Opinion of Counsel re: Legality HTML 20K 5: EX-5.2 Opinion of Counsel re: Legality HTML 28K 12: R1 Cover HTML 49K 10: XML IDEA XML File -- Filing Summary XML 13K 11: XML XBRL Instance -- tm205657d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.LAB XBRL Labels -- wcn-20200121_lab XML 97K 8: EX-101.PRE XBRL Presentations -- wcn-20200121_pre XML 64K 6: EX-101.SCH XBRL Schema -- wcn-20200121 XSD 13K 14: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 13: ZIP XBRL Zipped Folder -- 0001104659-20-006317-xbrl Zip 87K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report
Pursuant To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i January 21, 2020
i Waste Connections, Inc.
(Exact name of registrant as specified in its charter)
i Ontario, Canada | i 1-34370 | i 98-1202763 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i 610 Applewood Crescent, 2nd Floor
i Vaughan
i Ontario i L4K
0E3
i Canada
(Address of principal executive offices)
Registrant’s telephone number, including area code: ( i 905) i 532-7510
Not Applicable
(Former name or address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) |
i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
i Common Shares, no par value | i WCN |
Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. | Entry into a Material Definitive Agreement |
On January 21, 2020, 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 $600,000,000 aggregate principal amount of its 2.600% Senior Notes due 2030 (the “Notes”). The Offering closed on January 23, 2020, and the Company used the net proceeds therefrom to repay borrowings under its revolving credit agreement.
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 was registered under the Securities Act, pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-225219), as supplemented by the Prospectus Supplement, dated January 21, 2020, relating to the Notes (together with the accompanying base prospectus, dated May 25, 2018, the “Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 23, 2020.
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 Company’s revolving credit agreement, and, as a result, such Underwriters or their affiliates indirectly received 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.
On January 23, 2020, 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 Third Supplemental Indenture, dated as of January 23, 2020 (the “Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”).
The Company will pay interest on the Notes semi-annually on February 1 and August 1 of each year, commencing on August 1, 2020, and the Notes will mature on February 1, 2030. 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 are not guaranteed by any of the Company’s subsidiaries.
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Waste Connections may redeem some or all of the Notes at its option prior to November 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the Notes redeemed. Commencing on November 1, 2029 (three months before the maturity date), the Company may redeem some or all of the Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 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 prior to the expiration of the 30-day 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 Prospectus Supplement 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 Third Supplemental Indenture thereto, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein by reference.
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Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth under the heading “Indenture” in “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. These forward-looking statements are often identified by the words “plans,” “may,” “believes,” “expects,” “estimates,” “intends” 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, 2018 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:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 23, 2020 | WASTE CONNECTIONS, INC. | |
BY: | /s/ Patrick J. Shea | |
Patrick J. Shea |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/1/30 | ||||
11/1/29 | ||||
8/1/20 | ||||
Filed on: | 1/23/20 | 424B5 | ||
For Period end: | 1/21/20 | 424B5, FWP | ||
12/31/18 | 10-K, 5 | |||
11/16/18 | 8-K | |||
5/25/18 | S-3ASR | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 Waste Connections, Inc. 10-K 12/31/23 141:22M Toppan Merrill Bridge/FA 2/16/23 Waste Connections, Inc. 10-K 12/31/22 146:23M Toppan Merrill Bridge/FA 2/17/22 Waste Connections, Inc. 10-K 12/31/21 123:22M Toppan Merrill Bridge/FA 9/01/21 Waste Connections, Inc. S-3ASR 9/01/21 5:589K Toppan Merrill/FA 2/18/21 Waste Connections, Inc. 10-K 12/31/20 125:21M Toppan Merrill Bridge/FA |