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Waste Connections Announces Senior Notes Offering

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Waste Connections, Inc. plans to offer senior notes in a public offering to repay borrowings under its credit facilities. BofA Securities, J.P. Morgan, PNC Capital Markets LLC, and Truist Securities are the underwriters for the Offering.
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The announcement by Waste Connections, Inc. regarding its intent to offer senior notes as part of an underwritten public offering is a strategic financial maneuver aimed at optimizing its capital structure. By using the net proceeds to repay portions of existing debt, specifically under its revolving and term credit facilities, the company is likely seeking to take advantage of current market conditions to reduce its interest expenses and extend debt maturities.

From a financial perspective, this move could potentially improve Waste Connections' leverage ratios and interest coverage metrics, which are critical indicators of a company's financial health and are closely monitored by investors and credit rating agencies. The decision to manage debt in this manner could signal to the market a proactive approach to financial management, possibly leading to a more favorable view of the company's creditworthiness and stock valuation.

Engaging prominent financial institutions such as BofA Securities, J.P. Morgan and others as joint book-running managers and underwriters indicates a level of confidence in the offering's success. It also suggests that Waste Connections is well-regarded within the financial community, which could enhance investor confidence. The market's reception of this offering will largely depend on the prevailing interest rate environment, investor appetite for corporate debt and the perceived risk associated with the waste management industry.

Investors will likely scrutinize the terms of the notes, including interest rates and maturity periods, against industry benchmarks and the company's past performance. A successful offering could position Waste Connections favorably for future capital market transactions and provide financial flexibility for strategic initiatives or acquisitions.

The offering is being conducted under an effective shelf registration statement, which allows for a more efficient process in issuing securities over a period of time. This legal framework provides Waste Connections with the flexibility to access the capital markets quickly, responding to favorable conditions. However, it is important to note that the securities law framework imposes rigorous disclosure requirements to protect investors and any material misstatement or omission in the prospectus could have legal implications.

Moreover, the disclaimer in the press release, clarifying that it does not constitute an offer to sell or a solicitation of an offer to buy, is a standard legal precaution to ensure compliance with securities regulations and to avoid any inadvertent contract formation before the formal offering documents are finalized and distributed.

TORONTO, Feb. 15, 2024 /PRNewswire/ -- Waste Connections, Inc. (TSX/NYSE: WCN) ("Waste Connections" or the "Company") announced today that it plans to proceed, subject to market and other conditions, to offer senior notes (the "Notes") in an underwritten public offering (the "Offering"). The Notes will be senior unsecured obligations of the Company.  Waste Connections intends to use the net proceeds from the Offering to repay a portion of the borrowings outstanding under its revolving credit facility and a portion of the term loan outstanding under its term credit facility, in each case provided under its credit agreement.

BofA Securities, J.P. Morgan, PNC Capital Markets LLC and Truist Securities are acting as joint book-running managers and underwriters for the Offering. The Offering will be made pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC") on September 1, 2021 (the "Registration Statement"). Copies of the preliminary prospectus supplement and the accompanying base prospectus for the Offering may be obtained by contacting BofA Securities, Inc. at 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus Department, at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322,  J.P. Morgan Securities LLC at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department or by telephone at 1-866-803-9204, PNC Capital Markets LLC at 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Debt Capital Markets, Fixed Income Transaction Execution, at pnccmprospectus@pnc.com or by telephone toll-free at 855-881-0697 or Truist Securities, Inc. at 3333 Peachtree Road NE, 9th Floor, Atlanta, GA  30326, Attention: Prospectus Department, at TruistSecurities.prospectus@Truist.com or by telephone at 800-685-4786. Copies of the preliminary prospectus supplement and the accompanying base prospectus for the Offering will also be available on the SEC's website at http://www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor will there be any offer, solicitation or sale of the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 

About Waste Connections

Waste Connections is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial and industrial customers in mostly exclusive and secondary markets across 44 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its Environmental, Social and Governance ("ESG") efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement.

Safe Harbor and Forward-Looking Information

This press release 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 potential Offering and the Company's use of proceeds. 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 press release 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. Forward-looking statements in this press release include, but are not limited to, statements about the timing and other elements of the Offering. 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 preliminary prospectus supplement and the accompanying base prospectus, which are both a part of the Registration Statement and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.  Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

CONTACT:


Mary Anne Whitney / (832) 442-2253                                 

Joe Box / (832) 442-2153

maryannew@wasteconnections.com                                 

joe.box@wasteconnections.com

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SOURCE Waste Connections, Inc.

Waste Connections, Inc. plans to offer senior notes in a public offering.

BofA Securities, J.P. Morgan, PNC Capital Markets LLC, and Truist Securities are the underwriters for Waste Connections, Inc.'s Offering.

Waste Connections, Inc. intends to use the net proceeds from the Offering to repay borrowings under its credit facilities.
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About WCN

waste connections, inc. is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the u.s. and canada. through its r360 environmental solutions subsidiary, the company is also a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the united states, including the permian, bakken and eagle ford basins. waste connections serves more than six million residential, commercial, industrial, and exploration and production customers from a network of operations in 39 states, six provinces and the district of columbia. the company also provides intermodal services for the movement of cargo and solid waste containers in the pacific northwest. our corporate strategy targets secondary and suburban markets that have strong demographic growth trends and where competitive barriers to entry can