| Item 1.01. | Entry into a Material Definitive Agreement. |
On
March 9, 2022, Waste Connections, Inc. (“Waste Connections” or the “Company”) completed an underwritten
public offering (the “Offering”) of $500,000,000 aggregate principal amount of its 3.200% Senior Notes due 2032 (the
“Notes”). 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 Sixth Supplemental Indenture, dated as of March 9, 2022 (the “Supplemental
Indenture” and the Base Indenture as so supplemented, the “Indenture”).
The
Company will pay interest on the Notes on June 1 and December 1 of each year, beginning June 1, 2022, and the Notes
will mature on June 1, 2032. 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 March 1, 2032
(three months before the maturity date) (the “Par Call Date”), redeem some or all of the Notes, 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 discounted to the redemption date (assuming the Notes
matured on the Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date. Commencing on March 1,
2032 (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 thereon to 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 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 Company’s prospectus supplement, dated March 2, 2022 related to the Notes, and the accompanying base prospectus, dated
September 1, 2021, 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 Sixth Supplemental
Indenture thereto, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and are incorporated herein
by reference.