Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 27, 2021, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our NCIB to purchase up to 13,025,895 of our common shares during the period of August 10, 2021 to August 9, 2022 or until such earlier time as the NCIB is completed or terminated at our option. The renewal followed the conclusion of our NCIB that expired August 9, 2021. We received TSX approval for our annual renewal of the NCIB on August 6, 2021. Under the NCIB, we may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase. As of March 31, 2022, we have repurchased 3.4 million of our common shares pursuant to the NCIB in effect during the three months ended March 31, 2022 at an aggregate cost of $425.0 million, or an average price of $125.44 per share. The table below reflects repurchases we made during the three months ended March 31, 2022 (in thousands of U.S. dollars, except share and per share amounts):
Total Number of
Maximum Number
Shares Purchased
of Shares that
Total Number
Average
as Part of Publicly
May Yet Be
of Shares
Price Paid
Announced
Purchased Under
Period
Purchased
Per Share (1)
Program
the Program
1/1/22 - 1/31/22
2,635,235
$
126.03
2,635,235
10,132,828
2/1/22 - 2/28/22
752,920
$
123.36
752,920
9,379,908
3/1/22 - 3/31/22
—
$
-
—
9,379,908
3,388,155
$
125.44
3,388,155
(1)
This amount represents the weighted average price paid per common share. This price includes a per share commission paid for all repurchases.
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Item 6. Exhibits
Exhibit
Number
Description of Exhibits
3.1
Articles of Amendment (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 26, 2017)
3.2
Articles of Amalgamation (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on June 7, 2016)
3.3
Articles of Amendment (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 7, 2016)
3.4
By-law No. 1 of the Registrant (incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-K filed on June 7, 2016)
4.1
Indenture, dated as of November 16, 2018, by and between Waste Connections, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on November 16, 2018)
4.2
Sixth Supplemental Indenture, dated as of March 9, 2022, by and between Waste Connections, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on March 9, 2022)
4.3
Letter of Credit Facility Reimbursement Agreement, dated as of February 25,2022, by and between the Registrant and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on February 25, 2022)
31.1
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)
31.2
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. §1350
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. §1350
101.INS
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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Table of Contents
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 thereunto duly authorized.
WASTE CONNECTIONS, INC.
Date: May 4, 2022
BY:
/s/ Worthing F. Jackman
Worthing F. Jackman
President and Chief Executive Officer
Date: May 4, 2022
BY:
/s/ Mary Anne Whitney
Mary Anne Whitney
Executive Vice President and Chief Financial Officer
55
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.