Waste Management Completes Asset Acquisition

TL;DR

WM just bought some assets, deal closed Nov 4.

AI Summary

Waste Management, Inc. announced on November 4, 2024, the completion of its acquisition of certain assets from an unnamed seller. The filing does not disclose the specific dollar amount of the transaction or the identity of the seller, but it confirms the completion of the asset acquisition.

Why It Matters

This acquisition signifies Waste Management's continued expansion and integration of new assets, which could impact its market share and operational efficiency in the refuse systems sector.

Risk Assessment

Risk Level: low — The filing reports a completed asset acquisition without significant financial details or potential liabilities disclosed, indicating a routine business event.

Key Players & Entities

• Waste Management, Inc. (company) — Registrant
• November 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 73-1309529 (tax_id) — IRS Employer Identification No.
• 800 Capitol Street, Suite 3000, Houston, Texas 77002 (address) — 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 Exchange
• $62.00 — was converted into the right to receive $62.00 per share in cash, without interest and
• $7.2 billion — tion with the Merger) was approximately $7.2 billion (net of cash acquired), including the a
• $0.5 billion — acquired), including the assumption of $0.5 billion of debt and the repayment of approximat
• $0.8 billion — debt and the repayment of approximately $0.8 billion of net debt, which was funded through b

Filing Documents

• tm2427004d3_8k.htm (8-K) — 39KB
• tm2427004d3_ex99-1.htm (EX-99.1) — 15KB
• 0001104659-24-113690.txt ( ) — 232KB
• wm-20241104.xsd (EX-101.SCH) — 3KB
• wm-20241104_lab.xml (EX-101.LAB) — 33KB
• wm-20241104_pre.xml (EX-101.PRE) — 22KB
• tm2427004d3_8k_htm.xml (XML) — 4KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets The information included in the Introductory Note is incorporated herein by reference into this Item 2.01. 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 of Stericycle Common Stock (i) owned by the Company, Merger Sub or Stericycle or any of their respective subsidiaries (including shares held in treasury stock) or (ii) for which appraisal rights were properly demanded in accordance with Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive $62.00 per share in cash, without interest and less applicable withholding taxes (the "Merger Consideration"). At the Effective Time, each fully vested and outstanding option to purchase shares of Stericycle Common Stock with a per share exercise price less than the Merger Consideration that was outstanding at the Effective Time was cancelled and converted into the right to receive (without interest) 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 was equal to or greater than the Merger Consideration was cancelled for no consideration. At the Effective Time, each outstanding award of Stericycle restricted stock units (including deferred stock units and awards based on performance conditions) ("Stericycle RSUs") held by an employee of Stericycle and its subsidiaries immediately prior to the Effective Time who, as of the Effective Time, continued their employment with the Company or any of its subsidiaries or affiliates (each, a "Continuing Employee") was as

01

Item 7.01 Regulation FD Disclosure Press Release On the Closing Date, the Company issued a press release announcing the completion of the Merger, a copy of which 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 3

01 Other Events

Item 8.01 Other Events. Exchange Offer and Consent Solicitation On September 10, 2024, the Company announced that, in connection with the Merger, it had commenced a private exchange offer (the "Exchange Offer") and related consent solicitation on behalf of Stericycle (the "Consent Solicitation") with respect to the outstanding 3.875% Senior Notes due 2029 issued by Stericycle (the "SRCL Notes"). The Exchange Offer and Consent Solicitation are being made solely pursuant to the conditions set forth in the exchange offer memorandum and consent solicitation statement dated September 10, 2024, as amended by the Company's press releases dated October 8, 2024 and October 31, 2024, in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended. Settlement of the Exchange Offer and Consent Solicitation are conditioned upon, among other things, the consummation of the Merger, which condition, as reported herein, has now been satisfied. As announced in the Company's press release dated October 31, 2024, the current expiration date for the Exchange Offer and Consent Solicitation is 5:00 p.m., New York City time, on November 5, 2024. The Company expects to settle the Exchange Offer on or about November 8, 2024.

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 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on 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 November 4, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

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: November 4, 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