Current Report Filing (8-k)
May 04 2021 - 4:14PM
Edgar (US Regulatory)
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0000823768
2021-04-28
2021-04-28
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 28, 2021
Waste Management, Inc.
(Exact Name of Registrant as Specified
in Charter)
Delaware
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1-12154
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73-1309529
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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800
Capitol Street, Suite 3000,
Houston, Texas
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77002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone number, including
area code: (713) 512-6200
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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WM
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01
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Entry into a Material Definitive Agreement.
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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.
Underwriting Agreement
On
April 28, 2021, Waste Management, Inc. (the “Company”) commenced and priced an underwritten public offering of $475,000,000
aggregate principal amount of its 2.00% Senior Notes due 2029 and $475,000,000 aggregate principal amount of its 2.95% Senior Notes due
2041 (collectively, the “Notes”) under the Company’s Registration Statement on Form S-3 (No. 333-231027).
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, 2021 among the Company, WM Holdings and Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Wells Fargo
Securities, LLC 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. In addition, certain of the underwriters or their respective affiliates may hold a position
in certain senior notes issued by the Company or WM Holdings that are subject to a previously announced cash tender offer and, as a result,
may receive a portion of the net proceeds of the offering of the Notes pursuant to such tender offer. 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 and commercial 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, 2021, 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 guarantees by WM Holdings will be set forth with respect to each series of Notes in an officers’ certificate
(each, an “Officers’ Certificate”) of the Company delivered pursuant to the Indenture on the closing date.
Copies
of the Indenture and the forms of the Officers’ Certificates and the guarantee agreements by WM Holdings are being filed as Exhibits 4.1,
4.2, 4.3, 4.6 and 4.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
Date: May 4, 2021
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By:
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/s/ Charles C. Boettcher
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Charles C. Boettcher
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Executive Vice President, Corporate Development and Chief Legal Officer
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