SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 April 28, 2022, Waste Management, Inc. (the “Company”) commenced and priced an underwritten public offering of $1,000,000,000 aggregate principal amount of its 4.15% Senior Notes due 2032 (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 April 28, 2022 among the Company, WM Holdings and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc. 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 one of their respective affiliates are lenders under the Company’s $3.5 billion revolving credit facility. Also, because certain of the underwriters or their respective affiliates serve as dealers under the Company’s commercial paper program, they may receive a portion of the net proceeds of the offering of the Notes as customary dealer fees. Certain of the underwriters or one of their respective affiliates 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 May 12, 2022, 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 guarantee by WM Holdings will be set forth in an officers’ certificate (the “Officers’ Certificate”) of the Company delivered pursuant to the Indenture on the closing date and a guarantee agreement (the “Guarantee Agreement”) by WM Holdings delivered on the closing date.
Copies of the Indenture and the forms of the Officers’ Certificate and the Guarantee Agreement are being filed as Exhibits 4.1, 4.2 and 4.4, 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: | May 3, 2022 | By: | /s/ Charles C. Boettcher | |
| Charles C. Boettcher | ||||
| Executive Vice President, Corporate Development and Chief Legal Officer | ||||