Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-225219
Dated January 21, 2020
WASTE CONNECTIONS, INC.
Pricing Term Sheet
| Issuer: | Waste Connections, Inc. |
| Title of Securities | 2.600% Senior Notes due 2030 |
| Principal Amount: | $600,000,000 |
| Maturity Date: | February 1, 2030 |
| Coupon: | 2.600% |
| Public Offering Price: | 99.991% of face amount |
| Yield to Maturity: | 2.601% |
| Benchmark Treasury: | 1.750% due November 15, 2029 |
| Benchmark Treasury Price and Yield: | 99-26 and 1.771% |
| Spread to Benchmark Treasury: | +83 bps |
| Interest Payment Dates: | February 1 and August 1, commencing August 1, 2020 |
| Optional Redemption: | |
| Make-Whole Call: | Redeemable at any time prior to November 1, 2029 (the “Par Call Date”) at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the redemption date) on the Notes redeemed (assuming that such Notes matured on the Par Call Date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate of 15 basis points, in each case, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. |
| Par Call: | Redeemable at any time on or after the Par Call Date in an amount equal to the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. |
| Trade Date: | January 21, 2020 |
| Settlement: | T+2; January 23, 2020 |
| CUSIP: | 94106BAA9 |
| ISIN: | US94106BAA98 |
| Ratings (Moody’s/S&P/Fitch)*: | Baa2 (Stable) / BBB+ (Stable) / BBB+ (Stable) |
| Joint Book-Running Managers: | BofA Securities, Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC CIBC World Markets Corp. PNC Capital Markets LLC |
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| Co-Managers: | U.S. Bancorp Investments, Inc. BBVA Securities Inc. TD Securities (USA) LLC Fifth Third Securities, Inc. SunTrust Robinson Humphrey, Inc. Scotia Capital (USA) Inc. Citizens Capital Markets, Inc. |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
The issuer has filed a registration statement (including a base prospectus) and a prospectus supplement, dated January 21, 2020 (the “Preliminary Prospectus Supplement”),with the SEC for the offering to which this communication relates. Before you invest, you should read the base prospectus in that registration statement and the Preliminary Prospectus Supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, J.P. Morgan collect at 1-212-834-4533, MUFG Securities Americas Inc. toll-free at 1-877-649-6848 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.
