Waste Management Enters Material Definitive Agreement

TL;DR

WM signed a big deal, filing shows.

AI Summary

Waste Management, Inc. entered into a material definitive agreement on June 3, 2024. The filing also includes a Regulation FD disclosure and financial statements/exhibits. The company, formerly USA Waste Services Inc., is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing indicates a significant new agreement for Waste Management, Inc., which could impact its operations and financial performance.

Risk Assessment

Risk Level: low — The filing reports on a standard material definitive agreement without immediate negative financial implications.

Key Players & Entities

• Waste Management, Inc. (company) — Registrant
• USA Waste Services Inc. (company) — Former company name
• June 3, 2024 (date) — Date of earliest event reported
• June 4, 2024 (date) — Date as of change
• June 5, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WM New York Stock Exchang
• $62.00 — be converted into the right to receive $62.00 per share in cash, without interest (th
• $25,000,000 — ger Agreement)) operations by more than $25,000,000 annually or require Parent or any of it
• $175,000,000 — to pay the Company a termination fee of $175,000,000 in certain circumstances, including (i)
• $262,500,000 — to pay the Company a termination fee of $262,500,000. 3 The above description of the Merg

Filing Documents

• tm2416276d1_8k.htm (8-K) — 47KB
• tm2416276d1_ex2-1.htm (EX-2.1) — 556KB
• tm2416276d1_ex99-1.htm (EX-99.1) — 39KB
• 0001104659-24-068410.txt ( ) — 952KB
• wm-20240603.xsd (EX-101.SCH) — 3KB
• wm-20240603_lab.xml (EX-101.LAB) — 33KB
• wm-20240603_pre.xml (EX-101.PRE) — 22KB
• tm2416276d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement Merger Agreement On June 3, 2024, Waste Management, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Stag Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company ("Merger Sub"), and Stericycle, Inc., a Delaware corporation ("Stericycle"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Stericycle (the "Merger" and collectively with the other transactions contemplated by the Merger Agreement, the "Transactions"), with Stericycle continuing as the surviving corporation and as an indirect wholly-owned subsidiary of the Company. At the effective time of the Merger (the "Effective Time"), each share of Stericycle common stock, par value $0.01 per share ("Stericycle Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares (i) owned by the Company, Merger Sub or Stericycle or any of their respective subsidiaries (other than Merger Sub) or (ii) for which appraisal rights have been properly demanded in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive $62.00 per share in cash, without interest (the "Merger Consideration"). At the Effective Time, each vested option to purchase shares of Stericycle Common Stock with a per share exercise price less than the Merger Consideration that is outstanding at the Effective Time will be cancelled and converted into the right to receive a cash amount equal to the product of (i) the total number of shares of Stericycle Common Stock underlying the option multiplied by (ii) the excess of the Merger Consideration over the per share exercise price of such option. Each option to purchase shares of Stericycle Common Stock with a per share exercise price that is

01

Item 7.01 Regulation FD Disclosure Press Release On June 3, 2024, the Company and Stericycle issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit Number Description 2.1 Agreement and Plan of Merger dated June 3, 2024 (pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules to the Agreement and Plan of Merger have been omitted and will be supplementally provided to the SEC upon request). 99.1 Press Release dated June 3, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 Cautionary Note Regarding Forward-Looking Statements This filing contains "forward-looking statements" within the meaning of the U.S. federal securities laws about the Company, Stericycle and the proposed acquisition, including but not limited to all statements about the timing and approvals of the proposed acquisition; ability to consummate and finance the acquisition; method of financing the acquisition; integration of the acquisition; future operations or benefits; future capital allocation; future business and financial performance of the Company and Stericycle and the ability to achieve full year financial guidance; future leverage ratio; and all outcomes of the proposed acquisition, including synergies, cost savings, and impact on earnings, cash flow growth, return on capital, shareholder returns, strength of the balance sheet and credit ratings, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "likely," "outlook," "forecast," "preliminary," "would," "could," "should," "can," "will," "project," "intend," "plan," "goal," "guidance," "target," "continue," "sustain, " "synergy," "on track," "believe," "seek," "estimate," "anticipate," "may," "possible," "assume," and variations of such words and similar expressions are intended to identify such forward-looking statements. You should view these statements with caution and should not place undue reliance on such statements. They are based on the facts and c

SIGNATURES

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 4, 2024 By: /s/ Charles C. Boettcher Charles C. Boettcher Executive Vice President, Corporate Development and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR