Waste Connections (NYSE: WCN) sells $600M 4.800% senior notes due 2036
Rhea-AI Filing Summary
Waste Connections, Inc. announced an underwritten public offering of $600 million aggregate principal amount of 4.800% Senior Notes due 2036, issued as senior unsecured debt. The notes were priced at 99.732% of face value, with expected net proceeds of about $593 million.
The company plans to use these proceeds, together with cash on hand, to repay a portion of the borrowings outstanding under its revolving credit facility. The offering is being conducted under an effective shelf registration statement on Form S-3ASR and is expected to close on March 16, 2026, subject to customary conditions.
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Insights
$600M 2036 notes refinance revolver borrowings.
Waste Connections is issuing
This move extends a portion of the company’s debt profile from short-term revolving borrowings into longer-dated fixed-rate funding, while keeping the instruments senior unsecured. Underwriters also participate in the existing credit facility, so some proceeds will indirectly return to them, as disclosed.
The transaction is being executed off an automatic shelf registration on Form S-3ASR with closing expected on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Current Report
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 5, 2026, 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, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) by Waste Connections of $600 million aggregate principal amount of its 4.800% Senior Notes due 2036 (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. 333-282813), as supplemented by the Prospectus Supplement, dated March 5, 2026, relating to the Notes (together with the accompanying base prospectus, dated October 24, 2024, the “Prospectus Supplement”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of the Securities Act on March 5, 2026.
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 March 5, 2026, 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 March 5, 2026, 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, 2025, 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 Number |
Description |
| 1.1 | Underwriting Agreement, dated as of March 5, 2026, by and among Waste Connections, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named therein. |
| 99.1 | Press Release, dated March 5, 2026, announcing the launch of the Offering. |
| 99.2 | Press Release, dated March 5, 2026, 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. |
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: March 5, 2026 | WASTE CONNECTIONS, INC. | |
| By: | /s/ Mary Anne Whitney | |
| Mary Anne Whitney | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Waste Connections Announces Senior Notes Offering
TORONTO, ONTARIO, March 5, 2026 – 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, together with cash on hand, to repay a portion of the borrowings outstanding under its revolving credit facility.
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 October 24, 2024 (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, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, PNC Capital Markets LLC at 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Investment Operations Securities Settlement, at pnccmprospectus@pnc.com or by telephone toll-free at 855-881-0697 or Truist Securities, Inc. at 740 Battery Avenue SE, 3rd Floor, Atlanta, GA 30339, 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 46 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 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, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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 |
Exhibit 99.2
WASTE CONNECTIONS ANNOUNCES PRICING OF
$600 MILLION OF SENIOR NOTES
TORONTO, ONTARIO, March 5, 2026 – Following the previous announcement of the launch of a senior notes offering, Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) announced today that it has priced an underwritten public offering (the “Offering”) of $600 million aggregate principal amount of its 4.800% Senior Notes due 2036 (the “Notes”) at a price to the public of 99.732% of their face value. The Offering is expected to close on March 16, 2026, subject to customary closing conditions. Net proceeds to Waste Connections from the Offering are expected to be approximately $593 million, after deducting underwriting fees and estimated Offering expenses, and are expected to be used, together with cash on hand, to repay a portion of the borrowings outstanding under its revolving credit facility.
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 is being made pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 24, 2024 (the “Registration Statement”). Copies of the 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, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, PNC Capital Markets LLC at 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Investment Operations Securities Settlement, at pnccmprospectus@pnc.com or by telephone toll-free at 855-881-0697 or Truist Securities, Inc. at 740 Battery Avenue SE, 3rd Floor, Atlanta, GA 30339, Attention: Prospectus Department, at TruistSecurities.prospectus@Truist.com or by telephone at 800-685-4786. Copies of the 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 46 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 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, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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 |
FAQ
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What are the key terms of Waste Connections (WCN) $600 million senior notes?
How will Waste Connections (WCN) use the proceeds from the senior notes offering?
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Filing Exhibits & Attachments
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