Waste Connections, Inc. (TSE:WCN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 2.03 below is incorporated
herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.

On February 13, 2017, Waste Connections, Inc., a corporation
organized under the laws of Ontario, Canada (the
Company), entered into a First
Supplement to Master Note Purchase Agreement with certain
accredited institutional investors party thereto (the
First Supplement), to which, on April
20, 2017, or such other later business day on or prior to April
28, 2017 as mutually agreed with purchasers thereunder, the
Company intends to issue and sell to the investors $400 million
of senior unsecured notes at fixed interest rates with interest
payable in arrears semi-annually on October 20 and April 20
beginning on October 20, 2017 (the 2017A
Notes) in a private placement in reliance on
Section 4(a)(2) of the Securities Act of 1933, as amended, and
Regulation D promulgated thereunder.

The First Supplement was entered into to the terms and conditions
of that certain Master Note Purchase Agreement, dated as of June
1, 2016, by and among the Company and certain accredited
institutional investors (as amended, restated, amended and
restated, assumed, supplemented or modified from time to time,
the 2016 Master Note Agreement). The
2017A Notes are one of a series of additional notes that may be
issued to the 2016 Master Note Agreement.

The Company intends to issue and sell two tranches of the 2017A
Notes: $150 million aggregate principal amount of the 2017A Notes
will mature on April 20, 2024 with an annual interest rate of
3.24% and $250 million aggregate principal amount of the 2017A
Notes will mature on April 20, 2027 with an annual interest rate
of 3.49%. The principal of each tranche of the 2017A Notes is
payable at the maturity of that tranche. The issuance and sale of
the 2017A Notes are subject to customary conditions more fully
described in the First Supplement. The Company intends to use the
proceeds from the sale of the 2017A Notes to refinance existing
indebtedness and for general corporate purposes.

The 2017A Notes are unsecured obligations and rank pari
passu with each of (a) the obligations in respect of the
existing notes outstanding under the 2016 Master Note Agreement,
(b) the obligations under the Companys senior unsecured credit
facility to its revolving credit and term loan agreement, dated
as of June 1, 2016, with Bank of America, N.A., acting through
its Canada branch, as global agent, the swing line lender and an
l/c issuer, Bank of America, N.A., as the U.S. agent and an l/c
issuer and the other lenders and other parties party thereto and
(c) the obligations of the Company with respect to the existing
notes outstanding under its assumed Master Note Purchase
Agreement, dated July 15, 2008 (as amended, restated,
supplemented, assumed or otherwise modified from time to time,
including as assumed to an assumption and exchange agreement
dated as of June 1, 2016). In connection with the closing of the
2017A Notes, certain subsidiaries will ratify and affirm a
subsidiary guaranty in relation to the Companys obligations under
the 2016 Master Note Agreement (including, for certainty, the
First Supplement).

The 2017A Notes are subject to representations, warranties,
covenants and events of default. Upon the occurrence of an event
of default, payment of the 2017A Notes may be accelerated by the
holders of the 2017A Notes. The 2017A Notes may also be prepaid
by the Company at any time at par plus a make-whole amount
determined by the amount of excess, if any, of the discounted
value of the remaining scheduled payments with respect to the
called principal of such 2017A Notes minus the amount of such
called principal, provided that the make whole shall in no event
be less than zero. The discounted value is determined using
market-based discount rates. In addition, the Company will be
required to offer to prepay the 2017A Notes upon certain changes
in control. Provisions of the 2016 Master Note Agreement relating
to certain offers for prepayments for specified tax reasons or
certain noteholder sanctions events apply to the 2017A Notes.

The Company may issue additional series of senior unsecured notes
to the terms and conditions of the 2016 Master Note Agreement,
provided that the purchasers of the outstanding notes, including
the 2017A Notes, shall not have any obligation to purchase any
additional notes issued to the 2016 Master Note Agreement and the
aggregate principal amount of the outstanding notes and any
additional notes issued to the 2016 Master Note Agreement shall
not exceed $1.50 billion. Following the issuance of the 2017A
Notes, the Company will have $1.15 billion of notes outstanding
under the 2016 Master Note Agreement.

The above description of the 2016 Master Note Agreement and the
First Supplement does not purport to be complete and is qualified
in its entirety by reference to (i) the 2016 Master Note
Agreement, which is incorporated by reference to the exhibit
filed with the Companys Form 8-K filed on June 7, 2016 and (ii)
the First Supplement, which is attached hereto as Exhibit 4.2 and
is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

About Waste Connections, Inc. (TSE:WCN)

Waste Connections Inc, formerly Progressive Waste Solutions Ltd, is a Canada-based waste management company. The Company provides waste collection, recycling and disposal services to commercial, industrial, municipal and residential customers in over 10 states in the United States, and the District of Columbia, and in over six Canadian provinces. The Company operates through three segments: the East, the West and the North. The business segments are vertically integrated and their operations include the collection and disposal of waste and recyclable materials, transfer station operations, material recovery facilities, landfills and landfill gas to energy facilities. The Company offers various solutions for business, residential and public sector. The Company offers commercial, industrial and manufacturing, construction and demolition, and Leadership in Energy and Environmental Design (LEED) services, among others for business.

Waste Connections, Inc. (TSE:WCN) Recent Trading Information

Waste Connections, Inc. (TSE:WCN) closed its last trading session up +1.13 at 109.28 with 94,565 shares trading hands.