Item 8.01
Other Events.
On May 14, 2019, Waste Management, Inc. (the “Company”) commenced and priced an underwritten public offering of $750,000,000 aggregate principal amount of its 2.950% Senior Notes due 2024, $750,000,000 aggregate principal amount of its 3.200% Senior Notes due 2026, $1,000,000,000 aggregate principal amount of its 3.450% Senior Notes due 2029, $500,000,000 aggregate principal amount of its 4.000% Senior Notes due 2039 and $1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2049 (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 May 14, 2019 among the Company and WM Holdings and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA 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 and 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.
Closing of the issuance and sale of the Notes is expected to occur on May 22, 2019, 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 of the Company delivered pursuant to the Indenture on the closing date.
Copies of the Underwriting Agreement and the Indenture and the forms of the Officers’ Certificates and the guarantee agreements by WM Holdings are being filed as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.12, 4.13, 4.14, 4.15 and 4.16 respectively, to this Form 8-K and are incorporated herein by reference.