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 16, 2006
WASTE
CONNECTIONS, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation)
COMMISSION
FILE NO. 1-31507
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01 Entry into a Material Definitive Agreement.
On
November 16, 2006, Waste Connections, Inc. and certain of its subsidiaries
listed on the signature pages thereto, as borrowers, entered into a First
Amendment to 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, and Deutsche Bank
Securities, Inc., as syndication agent. For a brief description of the terms
and
conditions of the first amendment 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 amended 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
First
Amendment to Amended and Restated Revolving Credit and Term Loan Agreement
described in Item 1.01 of this Current Report on Form 8-K amended our existing
credit facility. Prior to the first amendment, the credit facility included
an
$850 million senior secured revolving credit facility, maturing on January
12,
2011, with a syndicate of banks for which Bank of America acted as agent.
The
first amendment reduced our interest rate margins under the senior secured
revolving credit facility (as discussed further below), decreased to $750
million the revolving credit facility available to us, and extended the maturity
date for the revolving credit facility to January 12, 2012.
Revolving
credit facility loans under our credit facility 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 for any interest
period
is the rate per annum equal to the British Bankers Association LIBOR rate
at
approximately 11:00 a.m., London time, two business days prior to the
commencement of such interest period, for dollar deposits (for delivery on
the
first day of such interest period) with a term equivalent to such interest
period, or if such rate is not available, a similar rate per annum determined
by
the administrative agent pursuant to the credit agreement. The applicable
margins vary depending on our leverage ratio, as defined in the credit
agreement. Prior to the first amendment, the applicable margins for Eurodollar
loans ranged from 0.875% to 1.50% and were 0.00% for base rate loans. The
first
amendment reduced the applicable margins under the revolving credit facility,
which now range from 0.750% to 1.375% for Eurodollar loans and are 0.00%
for
base rate loans. As of the effective date of the first amendment, the applicable
interest rate under the credit facility was the Eurodollar rate plus
0.875%.
The
first
amendment also reduced the commitment fees for the available but unused portion
of the revolving credit facility. The applicable commitment rate per annum
varies depending on our leverage ratio, as defined in the credit agreement.
Prior to the first amendment, the applicable commitment rate varied from
0.175%
to 0.375% per annum. The first amendment reduced the applicable commitment
rate
under the revolving credit facility, which now ranges from 0.150% to 0.250%
per
annum.
We
may
also request that standby letters of credit be issued under our credit facility.
As was the case prior to the first amendment, there is no maximum amount
of
standby letters of credit that can be issued under the amended credit agreement;
however, the issuance of standby letters of credit reduces the amount of
total
borrowings available. The first amendment decreased the maximum amount to
which
we are able to increase borrowings under the credit facility from $1.05 billion
to $1.0 billion, provided that no event of default, as defined, has occurred,
although no existing lender has any obligation to increase its
commitment.
As
was
the case prior to the first amendment, the amended 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. The amended credit agreement
also
requires that we maintain specified financial ratios and balances and obtain
the
lenders' approval of acquisitions in certain circumstances.
As
was
the case prior to the first amendment, the amended 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
amended 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 amended
credit agreement. A majority of the revolving credit facility lenders may
also
terminate the unused portion of the total revolving credit commitment under
the
amended credit agreement upon the occurrence and continuation of an event
of
default.
As
was
the case prior to the first amendment, we have 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 amended credit
agreement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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First
Amendment to Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of November 16,
2006.
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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.
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WASTE
CONNECTIONS, INC.
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(Registrant)
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Date:
November 21, 2006
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BY: /s/
Worthing F.
Jackman
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Worthing
F. Jackman,
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Executive
Vice President and Chief
Financial
Officer
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