Waste Management Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The description in Item 8.01 of this Current Report on Form 8-K under the heading “Issuance and Sale of Notes” is incorporated into this Item 1.01 by reference.
| Item 8.01 | Other Events. |
Underwriting Agreement
On June 24, 2024, Waste Management, Inc. (the “Company”) commenced and priced an underwritten public offering of $750,000,000 aggregate principal amount of its 4.950% Senior Notes due 2027 and $750,000,000 aggregate principal amount of its 4.950% Senior Notes due 2031 (collectively, the “Notes”) under the Company’s Registration Statement on Form S-3 (No. 333-264493). The Notes, which will be fully and unconditionally guaranteed by the Company’s wholly-owned subsidiary Waste Management Holdings, Inc. (“WM Holdings”), will be sold pursuant to an underwriting agreement (the “Underwriting Agreement”) entered into on June 24, 2024 among the Company, WM Holdings and BNP Paribas Securities Corp., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
The Underwriting Agreement includes the terms and conditions for the issuance and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. Certain of the underwriters or their respective affiliates in the offering are dealers under the Company’s commercial paper program and may receive 5% or more of the net proceeds of this offering by reason of the repayment of amounts outstanding under the Company’s commercial paper program, which is fully supported by the Company’s $3.5 billion revolving credit facility. Certain of the underwriters or one of their respective affiliates are lenders under the Company’s $3.5 billion revolving credit facility and have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial services and brokerage services for the Company, for which they have received or will receive customary fees and expense reimbursements.
A copy of the Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Issuance and Sale of Notes
Closing of the issuance and sale of the Notes is expected to occur on July 3, 2024, subject to satisfaction of customary closing conditions. The Notes will be issued under 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 “Indenture”). The terms of the Notes and the guarantees by WM Holdings will be set forth with respect to each series of Notes in an officers’ certificate (each, an “Officers’ Certificate”) of the Company, delivered pursuant to the Indenture on the closing date, and guarantee agreements (each, a “Guarantee Agreement”) by WM Holdings delivered on the closing date.
Copies of the Indenture and the forms of the Officers’ Certificates and the Guarantee Agreements are being filed as Exhibits 4.1, 4.2, 4.3, 4.6 and 4.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| 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: June 25, 2024 | By: | /s/ Charles C. Boettcher |
| Charles C. Boettcher | ||
| Executive Vice President, | ||
| Corporate Development and Chief Legal Officer | ||