Waste Connections (NYSE: WCN) sells C$700M in 2033 and 2036 senior notes
Rhea-AI Filing Summary
Waste Connections, Inc. completed an underwritten offering of C$300,000,000 4.200% Senior Notes due 2033 and C$400,000,000 4.550% Senior Notes due 2036, issued under its existing Indenture and registered under a Form S-3 shelf in the United States, with a concurrent Canadian private placement.
The Notes are senior unsecured obligations of the company and are not guaranteed by subsidiaries. Interest is payable on March 4 and September 4 each year starting March 4, 2027, with long first coupons of C$2.45671233 per C$100 for the 2033 Notes and C$2.661438356 per C$100 for the 2036 Notes. The 2033 Notes mature on September 4, 2033 and the 2036 Notes on September 4, 2036, and both series are redeemable at make-whole premiums before defined par call dates and at par thereafter, include tax gross-up and tax redemption features, and give holders a 101% change-of-control put plus accrued interest.
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Filing Explained
Completed notes issuance adds senior unsecured principal and interest obligations, with covenants and default provisions affecting the company’s financial structure.
Form 8-K reports specified material events. Waste Connections says the offering was completed on
The Notes rank equally with the company’s other unsubordinated debt, are senior to future subordinated debt, and have no subsidiary guarantees. The Indenture also limits liens, sale-leaseback transactions, and mergers or sales of substantially all assets, adding contractual restrictions beyond the payment obligation.
If an Event of Default occurs for a series, the Trustee or holders of at least
Key items to monitor are the scheduled interest payments beginning
8-K Event Classification
Key Figures
Key Terms
senior unsecured obligations financial
Indenture regulatory
Additional Amounts financial
Event of Default financial
change of control financial
prospectus supplement regulatory
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FAQ
What new debt did Waste Connections (WCN) issue on August 4, 2026?
What are the interest payment terms on Waste Connections (WCN) 2033 and 2036 Notes?
When do Waste Connections (WCN) 4.200% 2033 and 4.550% 2036 Notes mature?
Are Waste Connections (WCN) new senior notes guaranteed by subsidiaries?
What redemption features apply to Waste Connections (WCN) 2033 and 2036 Notes?
What protections do Waste Connections (WCN) noteholders have on a change of control or tax law change?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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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).
Emerging growth company
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 August 4, 2026, Waste Connections, Inc. (“Waste Connections” or the “Company”) completed an underwritten public offering (the “Offering”) of C$300,000,000 aggregate principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”) and C$400,000,000 aggregate principal amount of its 4.550% Senior Notes due 2036 (the “2036 Notes”, and, together with the 2033 Notes, the “Notes”). The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-282813), as supplemented by the Prospectus Supplement, dated July 27, 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. The Offering was also made on a private placement basis in Canada to purchasers in each province of Canada under a Canadian Offering Memorandum, which includes the Prospectus Supplement. 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 Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Twelfth Supplemental Indenture, dated as of August 4, 2026 (the “Twelfth Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”).
The Company will pay interest on the Notes on March 4 and September 4 of each year, beginning March 4, 2027. The 2033 Notes will mature on September 4, 2033, and the 2036 Notes will mature on September 4, 2036. The first payment of interest shall be a long first coupon, for the 2033 Notes, in the amount of C$2.45671233 per C$100 and for the 2036 Notes, in the amount of C$2.661438356 per C$100. 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 July 4, 2033 (two months before the maturity date) (the “2033 Notes Par Call Date”), redeem some or all of the 2033 Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the aggregate principal amount of the Notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the Notes redeemed discounted to the redemption date (assuming the Notes matured on the 2033 Notes Par Call Date), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Commencing on July 4, 2033 (two months before the maturity date), the Company may redeem some or all of the 2033 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, if any, to but excluding, the redemption date. Waste Connections may, prior to June 4, 2036 (three months before the maturity date) (the “2036 Notes Par Call Date”), redeem some or all of the 2036 Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the aggregate principal amount of the Notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the Notes redeemed discounted to the redemption date (assuming the Notes matured on the 2036 Notes Par Call Date), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Commencing on June 4, 2036 (three months before the maturity date), the Company may redeem some or all of the 2036 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, if any, 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 purchase all or a portion of the Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.
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 of that series 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 that series), 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 of that series as provided in the Indenture; or |
| · | certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Waste Connections. |
Upon an Event of Default with respect to a series of Notes, the principal of and accrued and unpaid interest on all the Notes of that series 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 of such series. Upon such a declaration, such principal and accrued interest on all of the Notes of such series 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 of the applicable series may rescind any such acceleration with respect to the Notes of such series and its consequences.
The terms of the Notes are further described in the Company’s prospectus supplement, dated July 27, 2026 related to the Notes, and the accompanying base prospectus, dated October 24, 2024, under the captions “Description of Notes” and “Description of Debt Securities,” respectively. The foregoing description of the Indenture is qualified in its entirety by reference to the Base Indenture and the Twelfth Supplemental Indenture thereto, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein by reference.
Computershare Trust Company of Canada (the “Agent”) will initially act as paying agent, transfer agent, authenticating agent and registrar for the Notes. The obligations of the Company, Trustee and Agent with respect to the Notes are governed under the Agency Agreement, dated as of August 4, 2026, between the Company, the Trustee and the Agent (the “Agency Agreement”). The Company may change the paying agent, transfer agent, authenticating agent and registrar in accordance with the terms of the Indenture and the Agency Agreement. The foregoing description of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, a copy of which is filed as Exhibit 4.4 hereto and is incorporated herein by reference.
| Item 2.03. | 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 “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. 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 |
| 4.1 | Indenture, dated as of November 16, 2018, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as successor in interest to 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 | Twelfth Supplemental Indenture, dated as of August 4, 2026, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as trustee. |
| 4.3 | Form of Note (included in Exhibit 4.2 hereto). |
| 4.4 | Agency Agreement, dated as of August 4, 2026, by and between Waste Connections, Inc., U.S. Bank Trust Company, National Association and Computershare Trust Company of Canada. |
| 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.’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: August 4, 2026 | WASTE CONNECTIONS, INC. | |
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| By: | /s/ Mary Anne Whitney | |
| Mary Anne Whitney | ||
| Executive Vice President and Chief Financial Officer | ||