Waste Management Enters Material Definitive Agreement

TL;DR

WM signed a big deal on Oct 30th. Details to come.

AI Summary

Waste Management, Inc. (WM) entered into a Material Definitive Agreement on October 30, 2024. The filing also includes other events and financial statements and exhibits. The company's principal executive offices are located at 800 Capitol Street, Suite 3000, Houston, Texas.

Why It Matters

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

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Waste Management, Inc. (company) — Registrant
• October 30, 2024 (date) — Date of earliest event reported
• 800 Capitol Street, Suite 3000, Houston, Texas 77002 (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WM New York Stock Exchang
• $1,000,000,000 — iced an underwritten public offering of $1,000,000,000 aggregate principal amount of its 4.500
• $700,000,000 — nt of its 4.500% Senior Notes due 2028, $700,000,000 aggregate principal amount of its 4.650
• $750,000,000 — nt of its 4.650% Senior Notes due 2030, $750,000,000 aggregate principal amount of its 4.800
• $1,500,000,000 — nt of its 4.800% Senior Notes due 2032, $1,500,000,000 aggregate principal amount of its 4.950
• $1,250,000,000 — of its 4.950% Senior Notes due 2035 and $1,250,000,000 aggregate principal amount of its 5.350
• $3.5 billion — ich is fully supported by the Company's $3.5 billion revolving credit facility. Certain of t

Filing Documents

• tm2427004d2_8k.htm (8-K) — 44KB
• tm2427004d2_ex1-1.htm (EX-1.1) — 264KB
• tm2427004d2_ex4-2.htm (EX-4.2) — 98KB
• tm2427004d2_ex4-3.htm (EX-4.3) — 95KB
• tm2427004d2_ex4-4.htm (EX-4.4) — 100KB
• tm2427004d2_ex4-5.htm (EX-4.5) — 94KB
• tm2427004d2_ex4-6.htm (EX-4.6) — 98KB
• tm2427004d2_ex4-12.htm (EX-4.12) — 20KB
• tm2427004d2_ex4-13.htm (EX-4.13) — 20KB
• tm2427004d2_ex4-14.htm (EX-4.14) — 20KB
• tm2427004d2_ex4-15.htm (EX-4.15) — 20KB
• tm2427004d2_ex4-16.htm (EX-4.16) — 20KB
• tm2427004d2_ex5-1.htm (EX-5.1) — 16KB
• tm2427004d2_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2427004d2_ex5-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-24-113072.txt ( ) — 1283KB
• wm-20241030.xsd (EX-101.SCH) — 3KB
• wm-20241030_lab.xml (EX-101.LAB) — 33KB
• wm-20241030_pre.xml (EX-101.PRE) — 22KB
• tm2427004d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

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.

01 Other Events

Item 8.01 Other Events. Underwriting Agreement On October 30, 2024, Waste Management, Inc. (the "Company") commenced and priced an underwritten public offering of $1,000,000,000 aggregate principal amount of its 4.500% Senior Notes due 2028, $700,000,000 aggregate principal amount of its 4.650% Senior Notes due 2030, $750,000,000 aggregate principal amount of its 4.800% Senior Notes due 2032, $1,500,000,000 aggregate principal amount of its 4.950% Senior Notes due 2035 and $1,250,000,000 aggregate principal amount of its 5.350% Senior Notes due 2054 (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 October 30, 2024 among the Company, WM Holdings and J.P. Morgan Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., 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 lenders under the Company's delayed draw term credit agreement and may receive 5% or more of the net proceeds of the offering by reason of the repayment of amounts outstanding under such term credit agreement. Additionally, 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 the offering by reason of the repayment of amounts outstanding under the Company's commercial paper program, w

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit Number Description 1.1 Underwriting Agreement dated October 30, 2024 by and among the Company, WM Holdings and J.P. Morgan Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein. 4.1 Indenture dated September 10, 1997 by and 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, relating to senior debt securities of the Company (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed September 24, 1997). 4.2 Form of Officers' Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.500% Senior Notes due 2028. 4.3 Form of Officers' Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.650% Senior Notes due 2030. 4.4 Form of Officers' Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.800% Senior Notes due 2032. 4.5 Form of Officers' Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 4.950% Senior Notes due 2035. 4.6 Form of Officers' Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 5.350% Senior Notes due 2054. 4.7 Form of 4.500% Senior Notes due 2028 (included in Exhibit 4.2 above). 4.8 Form of 4.650% Senior Notes due 2030 (included in Exhibit 4.3 above). 4.9 Form of 4.800% Senior Notes due 2032 (included in Exhibit 4.4 above). 4.10 Form of 4.950% Senior Notes due 2035 (included in Exhibit 4.5 above). 4.11 Form of 5.350% Senior Notes due 2054 (included in Exhibit 4.6 above). 4.12 Form of Guarantee Agre

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: October 31, 2024 By: /s/ Charles C. Boettcher Charles C. Boettcher Executive Vice President and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR