UNITED STATES
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) November 17, 2004
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
COMMISSION FILE NO. 0-23981
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)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 17, 2004, Waste Connections, Inc. and certain of its
subsidiaries listed on Schedule 2 thereto, as borrowers, entered into an Amended
and Restated Revolving Credit and Term Loan Agreement with Bank of America, N.A.
and the other banks listed on Schedule 1 thereto, as lenders, Bank of America,
N.A., as administrative agent, Deutsche Bank Trust Company Americas, as
syndication agent, Banc of America Securities LLC and Deutsche Bank Securities
Inc., as joint lead arrangers, and Wells Fargo Bank, Calyon New York Branch and
Union Bank of California, as documentation agents. For a brief description of
the terms and conditions of the new credit agreement that are material to us,
see Item 2.03 of this Current Report on Form 8-K.
Several of the banks that are parties to the new credit agreement,
including their predecessors and affiliates, have in the past performed, and may
in the future from time to time perform, investment banking, financial advisory,
lending and/or commercial banking services for us and our subsidiaries, for
which the banks have received, and may in the future receive, customary
compensation and reimbursement of expenses.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The new credit agreement described in Item 1.01 of this Current Report
on Form 8-K amended and restated in its entirety our old credit facility. The
old credit facility consisted of a $400 million senior secured revolving credit
facility, maturing in 2008, with a syndicate of banks for which Fleet National
Bank acted as agent, and a $200 million senior secured term loan, maturing in
2010. Under the new credit agreement, the senior secured revolving credit
facility available to us increased to $650 million, and the principal amount of
the senior secured term loan was reduced to $0 at the closing. The new maturity
date for the revolving credit facility is October 22, 2009.
Revolving credit facility loans under the new credit agreement bear
interest, at our option, at either the base rate plus the applicable base rate
margin on base rate loans, or the Eurodollar rate plus the applicable Eurodollar
margin on Eurodollar loans. The base rate for any day is a fluctuating rate per
annum equal to the higher of (a) the federal funds rate plus one half of one
percent (0.5%) and (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its "prime rate." The
Eurodollar rate is determined by the administrative agent pursuant to a formula
in the credit agreement. The applicable margins under the revolving credit
facility vary depending on our leverage ratio, as defined in the new credit
agreement, and range from 0.875% to 2.00% for Eurodollar loans and up to 0.50%
for base rate loans.
Based on our leverage ratio at closing, the applicable interest rate
under the new credit agreement was the Eurodollar rate plus 1.00%, which
reflects a reduction in interest rates from the old credit facility of 0.50% on
previously outstanding revolving credit facility balances and 0.75% on the
previously outstanding term loan balances. In addition, commitment fees for the
available but unused portion of the revolving credit facility have been reduced
under the new credit agreement.
Under the new credit agreement, there is no maximum amount of standby
letters of credit that can be issued; however, the issuance of standby letters
of credit reduces the amount of total borrowings available. We are able to
increase the maximum borrowings under the new credit agreement to $800 million,
provided that no event of default, as defined, has occurred, although no
existing lender has any obligation to increase its commitment.
The new credit agreement contains customary representations and
warranties and places certain business, financial and operating restrictions on
us relating to, among other things, indebtedness, liens and other encumbrances,
investments, mergers and acquisitions, asset sales, sale and leaseback
transactions, and dividends, distributions and redemptions of capital stock,
which restrictions are substantially the same as those contained in the old
credit facility. Like the old credit facility, the new credit agreement requires
that we maintain specified financial ratios and balances, and obtain the
lenders' approval of acquisitions in certain circumstances. The new credit
agreement requires us to maintain the same minimum interest coverage ratio and
consolidated net worth as did the old credit facility. Under the new credit
agreement, the maximum leverage ratio of consolidated total funded debt to
EBITDA is reduced to 3.75 to 1 from 4.25 to 1 under the old credit facility.
The new credit agreement contains customary events of default,
including nonpayment when due of principal on any loans; nonpayment of any
interest or fees or other amounts owing within specified grace periods; failure
to comply with certain affirmative, negative or financial covenants or failure
to perform any obligation contained in the new credit agreement, in certain
cases within specified grace periods; inaccuracies in any material respects of
any representations or warranties made; any cross defaults of more than $5
million; certain assignments for the benefit of creditors, bankruptcies and
liquidations; certain judgments of more than $5 million; certain ERISA-related
events, the liability of which in certain cases exceeds $5 million; the
administrative agent's security interest or liens in a substantial portion of
the collateral cease to be perfected or cease to have the same priority; we
cease to own 100% of the capital stock of each of our subsidiary borrowers; and
a change in control, as defined. If an event of default occurs and is
continuing, we may be required to repay all amounts owing, and cash
collateralize any outstanding letters of credit, under the new credit agreement.
A majority of the revolving credit facility lenders may also terminate the
unused portion of the total revolving credit commitment under the new credit
agreement upon the occurrence and continuation of an event of default.
As was the case under the old credit facility, we granted a security
interest in virtually all of our assets, and those of our subsidiaries, in favor
of the administrative agent, and granted certain pledges and security interests
in and to all of our interests in the equity securities of our subsidiaries to
the lenders in order to secure our obligations under the new credit agreement.
SIGNATURES
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.
WASTE CONNECTIONS, INC.
(Registrant)
BY: /s/ Worthing F. Jackman
-------------------------------
Date: November 18, 2004
Worthing F. Jackman,
Chief Financial Officer