Waste Connections (NYSE: WCN) sets terms for C$700M senior notes sale
Rhea-AI Filing Summary
Waste Connections, Inc. plans an underwritten debt offering of C$300 million of 4.200% Senior Notes due 2033 and C$400 million of 4.550% Senior Notes due 2036, issued as senior unsecured obligations. The notes are being offered in the U.S. under an effective Form S-3ASR shelf registration and on a private placement basis in each Canadian province under a Canadian offering memorandum.
The company has priced the offering at 99.838% of face value for the 2033 notes and 99.611% for the 2036 notes and expects net proceeds of about C$691.9 million, subject to customary closing conditions, with closing anticipated on August 4, 2026. Waste Connections expects to use the net proceeds, together with cash on hand, to repay a portion of its Canadian dollar-denominated borrowings outstanding under its revolving credit facility. CIBC World Markets, Scotia Capital and TD Securities are acting as joint book-running managers, and certain underwriters or their affiliates also participate in the company’s revolving credit facility.
Positive
- None.
Negative
- None.
Filing Explained
Waste Connections entered into the underwriting agreement and priced the
8-K Event Classification
Key Figures
Key Terms
senior notes financial
shelf registration statement regulatory
prospectus supplement regulatory
Canadian offering memorandum regulatory
revolving credit facility financial
forward-looking statements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What senior notes offering did Waste Connections (WCN) announce?
What are the interest rates and maturities of WCN’s new senior notes?
How much net proceeds will Waste Connections (WCN) receive from the notes offering?
What is the expected closing date for WCN’s C$700 million notes offering?
How will Waste Connections (WCN) use the proceeds of the senior notes?
Who are the lead underwriters for Waste Connections (WCN) senior notes offering?
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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer Identification
|
(Address of principal executive offices)
Registrant’s telephone number,
including area code: (
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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 |
|
NYSE Texas, Inc. 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).
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 July 27, 2026, Waste Connections, Inc. (“Waste Connections” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc., and the several other underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) by Waste Connections of C$300 million aggregate principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”), and C$400 million aggregate principal amount of its 4.550% Senior Notes due 2036 (together with the 2033 Notes, 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 a 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 on July 27, 2026. The Offering is being 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.
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 July 27, 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 July 27, 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 July 27, 2026, by and among Waste Connections, Inc. and CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc., and the several other underwriters named therein. |
| 99.1 | Press Release, dated July 27, 2026, announcing the launch of the Offering. |
| 99.2 | Press Release, dated July 27, 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: July 28, 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, July 27, 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 two series of Canadian dollar-denominated senior notes due 2033 and 2036, respectively (the “Notes”), in an underwritten public offering in the U.S. and by way of private placement in each of the provinces of Canada (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 Canadian dollar-denominated borrowings outstanding under its revolving credit facility provided under its credit agreement.
CIBC Capital Markets, Scotiabank, and TD Securities are acting as joint book-running managers and underwriters for the Offering. The Offering will be made in the United States 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”), and on a private placement basis in Canada to purchasers in each province of Canada under a Canadian offering memorandum (the “Canadian Offering Memorandum”), which includes the Registration Statement. Copies of the preliminary prospectus supplement and the accompanying base prospectus for the Offering and, in Canada, the Canadian Offering Memorandum, may be obtained by contacting CIBC World Markets Inc., 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, Attention: Debt Capital Markets, at cibcdebtsyndication@cibc.com or by telephone at 416-594-8515, Scotia Capital Inc., 40 Temperance Street, 4th Floor, Toronto, ON M5H 0B4, Attention: Debt Capital Markets, at dcmtoronto@scotiabank.com or by telephone at 416-863-7776, or TD Securities Inc., 222 Bay Street, 7th Floor, Toronto, ON M5K 1A2, Attention: Debt Capital Markets, at tdcan-syndicate@tdsecurities.com or by telephone at 416-982-2243. 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 sustainability 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 C$700 MILLION OF SENIOR NOTES
TORONTO, ONTARIO, July 27, 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 in the U.S. and by way of private placement in each of the provinces of Canada (the “Offering”) of (i) C$300 million aggregate principal amount of its 4.200% Senior Notes due 2033 (the “2033 Notes”) at a price to the public of 99.838% of their face value, and (ii) C$400 million aggregate principal amount of its 4.550% Senior Notes due 2036 at a price to the public of 99.611% of their face value (together with the 2033 Notes, the “Notes”). The Offering is expected to close on August 4, 2026, subject to customary closing conditions. Net proceeds to Waste Connections from the Offering are expected to be approximately C$691.9 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 Canadian dollar-denominated borrowings outstanding under its revolving credit facility provided under its credit agreement.
CIBC Capital Markets, Scotiabank, and TD Securities are acting as joint book-running managers and underwriters for the Offering along with the several other underwriters named in the underwriting agreement. The Offering is being made in the United States 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”) and on a private placement basis in Canada to purchasers in each province of Canada under a Canadian offering memorandum (the “Canadian Offering Memorandum”), which includes the Registration Statement. Copies of the prospectus supplement and the accompanying base prospectus for the Offering and, in Canada, the Canadian Offering Memorandum, may be obtained by contacting CIBC World Markets Inc., 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, Attention: Debt Capital Markets, at cibcdebtsyndication@cibc.com or by telephone at 416-594-8515, Scotia Capital Inc., 40 Temperance Street, 4th Floor, Toronto, ON M5H 0B4, Attention: Debt Capital Markets, at dcmtoronto@scotiabank.com or by telephone at 416-863-7776, or TD Securities Inc., 222 Bay Street, 7th Floor, Toronto, ON M5K 1A2, Attention: Debt Capital Markets, at tdcan-syndicate@tdsecurities.com or by telephone at 416-982-2243. 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 sustainability 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 |