Waste Management Enters Material Definitive Agreement

TL;DR

WM just signed a big deal, filing says it's a material definitive agreement.

AI Summary

Waste Management, Inc. (WM) entered into a material definitive agreement on November 8, 2024, related to a direct financial obligation. The filing does not specify the exact nature of the agreement or the dollar amounts involved, but it is classified as a significant event requiring immediate disclosure.

Why It Matters

This filing indicates a significant financial event for Waste Management, Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which inherently carries financial risk that is not yet fully detailed.

Key Players & Entities

• Waste Management, Inc. (company) — Registrant
• November 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WM New York Stock Exchange
• $500 million — National Association, which governs the $500 million aggregate principal amount of 3.875% Se
• $485,416,000 — xchange Offer and Consent Solicitation, $485,416,000 aggregate principal amount of the Steri
• $14,584,000 — reissued. Following such cancellation, $14,584,000 aggregate principal amount of the Steri
• $485,084,000 — on November 8, 2024, the Company issued $485,084,000 aggregate principal amount of 3.875% Se

Filing Documents

• tm2427884d1_8k.htm (8-K) — 38KB
• tm2427884d1_ex4-2.htm (EX-4.2) — 195KB
• tm2427884d1_ex4-4.htm (EX-4.4) — 19KB
• tm2427884d1_ex4-5.htm (EX-4.5) — 147KB
• 0001104659-24-115866.txt ( ) — 650KB
• wm-20241108.xsd (EX-101.SCH) — 3KB
• wm-20241108_lab.xml (EX-101.LAB) — 33KB
• wm-20241108_pre.xml (EX-101.PRE) — 22KB
• tm2427884d1_8k_htm.xml (XML) — 4KB

01

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 we

03

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit Number Description 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 Officers' Certificate, dated as of November 8, 2024, delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 3.875% Senior Notes due 2029. 4.3 Form of 3.875% Senior Note due 2029 (included in Exhibit 4.2 above). 4.4 Guarantee Agreement, dated as of November 8, 2024, by WM Holdings in favor of the holders of the Company's 3.875% Senior Notes due 2029. 4.5 Registration Rights Agreement, dated as of November 8, 2024, by and among the Company, Barclays Capital Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC. 104 Cover Page Interactive Data File ( embedded within the Inline XBRL document ).

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 8, 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