Waste Connections Inc美股招股说明书(2025-05-28版)

If a change of control triggering event as described in this prospectus supplement occurs, we will be required, subject to certainexceptions, to make an offer to each holder of Notes to purchase all or any part of that holder’s Notes for cash at a purchase priceequal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, on those Notes to, butexcluding, the purchase date. See “Description of Notes — Change of Control Triggering Event.” The Notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our existing and futuresenior, unsecured indebtedness and will rank senior in right of payment to any future indebtedness that we incur that is expresslysubordinated to the Notes. The Notes will be effectively subordinated to any future secured indebtedness that we incur to the extentof the value of the collateral securing such indebtedness. In addition, the Notes will be structurally subordinated to all existing andfuture indebtedness and other liabilities, including trade payables, of our subsidiaries. Investing in the Notes involves risks. You should read carefully the entire accompanying base prospectus and this prospectussupplement and the documents incorporated by reference herein and therein, including the section entitled “Risk Factors” beginning onpageS-8of this prospectus supplement. Per NoteTotal NotesNotesPrice to public$Underwriting discount$Proceeds, before expenses, to us$(1)%(2)%(1)% (1)Plus accrued interest from, 2025, if settlement occurs after that date. For additional underwriting compensation information, please see “Underwriting (Conflicts of Interest).” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The Notes are a new issue of securities with no established trading market. We do not intend to list the Notes on any securities The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company (“DTC”)for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and ClearstreamBanking,société anonyme, on or about, 2025. Truist Securities TABLE OF CONTENTS Prospectus Supplement FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-2SUMMARY FINANCIAL DATAS-4RISK FACTORSS-8USE OF PROCEEDSS-12CAPITALIZATIONS-13DESCRIPTION OF NOTESS-14CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-26CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONSS-29CERTAIN ERISA CONSIDERATIONSS-30UNDERWRITING (CONFLICTS OF INTEREST)S-32ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONSS-38LEGAL MATTERSS-39EXPERTSS-39INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-39WHERE YOU CAN FIND MORE INFORMATIONS-40Base SupplementABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS1WASTE CONNECTIONS, INC.2RISK FACTORS3USE OF PROCEEDS3DESCRIPTION OF DEBT SECURITIES3GLOBAL SECURITIES10PLAN OF DISTRIBUTION12LEGAL MATTERS12EXPERTS12INCORPORATION OF CERTAIN INFORMATION BY REFERENCE12WHERE YOU CAN FIND MORE INFORMATION13 This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering of Notes. The second part is the accompanying base prospectus, which gives moregeneral information, some of which may not apply to this offering of Notes. Generally, when we refer onlyto the “prospectus,” we are referring to both parts combined. If the information about the Notes offeringvaries between this prospectus supplement and the accompanying base prospectus, you should rely on theinformation in this prospectus supplement. It is important for you to read and consider all information contained in this prospectus supplement andthe accompanying base prospectus in making your investment decision. You should also read and considerthe information contained in the documents identified under the heading “Incorporation of CertainInformation by Reference” in this prospectus. We have not, and the underwriters have not, authorized any dealer or other person to give any informationor to make any representation other than those contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus. This prospectus supplement and the accompanying baseprospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than theregistered securities to which they relate, nor does this prospectus supplement or the accompanying baseprospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to anyperson to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume thatthe information containe