SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported) July 15, 2008
WASTE CONNECTIONS,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State or
other jurisdiction of incorporation)
COMMISSION
FILE NO. 1-31507
94-3283464
(I.R.S.
Employer Identification No.)
35
Iron Point Circle, Suite 200, Folsom, CA 95630
(Address
of principal executive offices)
(916)
608-8200
(Registrant's
telephone number, including area code)
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:
[ ] 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)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On July
15, 2008, Waste Connections, Inc. and its subsidiaries (collectively, the
“Company”) entered into a Master Note Purchase Agreement (the “Agreement”) with
certain accredited institutional investors pursuant to which the Company intends
to issue and sell to the investors at a closing on October 1, 2008, $175 million
of senior unsecured notes due October 1, 2015 (the “Notes”) in a private
placement. The closing is subject to customary conditions to be fulfilled
by the Company to the reasonable satisfaction of the purchasers. The
Notes will bear interest at the fixed rate of 6.22% per annum with interest
payable in arrears semi-annually on April 1 and October 1 beginning on
April 1, 2009, and with principal payable at the maturity of the Notes on
October 1, 2015.
The
Notes, when issued, will be unsecured obligations and rank pari passu with
obligations under the Company’s senior unsecured revolving credit facility
pursuant to its revolving credit agreement with Bank of America, N.A., as
Administrative Agent, and the other lenders party thereto. The
Company intends to use proceeds from the sale of the Notes to reduce borrowings
under its senior unsecured revolving credit facility and for general corporate
purposes.
The Notes
will be subject to representations, warranties, covenants and events of default
customary for a private placement of senior unsecured notes. Upon the
occurrence of an event of default, payment of the Notes may be accelerated by
the holders of the Notes. The Notes may also be prepaid by the
Company at any time at par plus a make whole amount determined in respect of the
remaining scheduled interest payments on the Notes, using a discount rate of the
then current market standard for United States treasury bills plus
0.50%. In addition, the Company will be required to offer to prepay
the Notes upon certain changes in control.
The
Company may issue additional series of senior unsecured notes pursuant to the
terms and conditions of the Agreement, provided that the purchasers of the Notes
shall not have any obligation to purchase any additional notes issued pursuant
to the Agreement and the aggregate principal amount of the Notes and any
additional notes issued pursuant to the Agreement shall not exceed $500
million.
The above
description of the Agreement does not purport to be complete and is qualified in
its entirety by reference to the Agreement, which is filed as an exhibit to this
report and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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4.1
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Master
Note Purchase Agreement, dated July 15,
2008.
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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.
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WASTE
CONNECTIONS, INC.
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(Registrant)
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Date:
July 18, 2008
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BY: /s/ Worthing F.
Jackman
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Worthing
F. Jackman,
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Executive
Vice President and Chief
Financial
Officer
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EXHIBIT
INDEX
| Exhibit Number | Description |
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4.1
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Master
Note Purchase Agreement, dated July 15,
2008.
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