Waste Management Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Exchange Offer and Consent Solicitation
As previously announced, on November 4, 2024, Stag Merger Sub Inc. (“Merger Sub”), a Delaware corporation and wholly owned indirect subsidiary of Waste Management, Inc. (the “Company”), a Delaware corporation, merged with and into Stericycle, Inc. (“Stericycle”), a Delaware corporation, with Stericycle continuing as the surviving corporation (the “Merger”) pursuant to the previously announced Agreement and Plan of Merger, dated as of June 3, 2024, by and among the Company, Merger Sub and Stericycle. As a result of the Merger, Stericycle became a wholly owned indirect subsidiary of the Company. Stericycle is a party to that certain Indenture, dated as of November 24, 2020 (the “Stericycle Base Indenture”), by and among Stericycle, the guarantors party thereto and U.S. Bank Trust Company, National Association, which governs the $500 million aggregate principal amount of 3.875% Senior Notes due 2029 (the “Stericycle Notes”) issued by Stericycle on November 24, 2020. On November 8, 2024 (the “Settlement Date”), the Company completed its previously announced private offer to eligible holders to exchange (the “Exchange Offer”) any and all outstanding Stericycle Notes for new notes issued by the Company and cash. The Exchange Offer was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. In conjunction with the Exchange Offer, the Company solicited consents, on behalf of Stericycle (the “Consent Solicitation”), to amend the Stericycle Notes and the Stericycle Base Indenture to eliminate substantially all of the restrictive covenants, restrictive provisions and events of default, other than payment-related, guarantee-related and bankruptcy-related events of default (the “Amendments”). Pursuant to the Exchange Offer and Consent Solicitation, $485,416,000 aggregate principal amount of the Stericycle Notes were validly tendered and subsequently accepted. Such accepted Stericycle Notes have been retired and canceled and will not be reissued. Following such cancellation, $14,584,000 aggregate principal amount of the Stericycle Notes remain outstanding. The Exchange Offer has expired, and is no longer open to participation by any eligible holders of the Stericycle Notes.
Following receipt of the requisite number of consents to adopt the Amendments with respect to the Stericycle Notes and the Stericycle Base Indenture, Stericycle entered into a supplemental indenture with the trustee and the guarantor party thereto for the Stericycle Notes to effect the Amendments. The Amendments became operative upon the Settlement Date.
Issuance of Notes
In connection with the settlement of the Exchange Offer and Consent Solicitation, on November 8, 2024, the Company issued $485,084,000 aggregate principal amount of 3.875% Senior Notes due 2029 (the “WM Notes”).
The WM Notes are governed by an indenture, dated as of September 10, 1997, between the Company and The Bank of New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National Association), as trustee (the “WM Indenture”), and are fully and unconditionally guaranteed by the Company’s wholly-owned subsidiary Waste Management Holdings, Inc. (“WM Holdings”). The terms of the WM Notes and the guarantee by WM Holdings are set forth in an officers’ certificate (the “Officers’ Certificate”) of the Company, delivered pursuant to the WM Indenture on the Settlement Date, and a guarantee agreement (the “Guarantee Agreement”) by WM Holdings delivered on the Settlement Date.
Copies of the WM Indenture and the Officers’ Certificate and the Guarantee Agreement are being filed as Exhibits 4.1, 4.2 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Registration Rights Agreement
On the Settlement Date, in connection with the completion of the Exchange Offer, the Company, WM Holdings, Barclays Capital Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as dealer managers, entered into a registration rights agreement with respect to the WM Notes (the “Registration Rights Agreement”). The Company agreed under the Registration Rights Agreement to, among other things, use its commercially reasonable efforts to file or cause to be filed a registration statement on an appropriate registration form with respect to a registered offer to exchange the WM Notes for new notes issued by the Company and guaranteed by WM Holdings, in each case under the WM Indenture containing terms identical to the WM Notes and the Guarantee Agreement (except that the new notes will be registered under the Securities Act and the transfer restrictions, registration rights and any increase in annual interest rate for failure to comply with the Registration Rights Agreement will not apply to such notes). If, among other things, the registered exchange offer is not completed prior to November 9, 2025, or a shelf registration statement is required and is not declared effective on or prior to the 60th day after the later of (i) November 9, 2025 and (ii) the date on which the Company receives a duly executed request by a dealer manager or certain holders for the filing of a shelf registration (each, a “Registration Default”), the Company shall pay additional interest on the WM Notes of 0.25% per annum beginning on the day immediately following such Registration Default.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement attached as Exhibit 4.5 hereto, the terms of which are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit Index
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 MANAGEMENT, INC. | |||
| Date: November 8, 2024 | By: | /s/ Charles C. Boettcher | |
| Charles C. Boettcher | |||
| Executive Vice President and Chief Legal Officer | |||