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): November 5, 2020
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 1-12154 | | 73-1309529 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 1001 Fannin, Houston, Texas | | 77002 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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 | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | WM | | New York Stock Exchange |
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 | Entry Into a Material Definitive Agreement. |
On November 5, 2020, Waste Management, Inc. (the “Company”) commenced and priced an underwritten public offering of $500,000,000 aggregate principal amount of its 0.750% Senior Notes due 2025, $500,000,000 aggregate principal amount of its 1.150% Senior Notes due 2028, $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes due 2031 and $500,000,000 aggregate principal amount of its 2.500% Senior Notes due 2050 (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 November 5, 2020 among the Company and WM Holdings and Barclays Capital Inc., Mizuho Securities USA LLC, BofA Securities, Inc., J.P. Morgan Securities LLC 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 $3.0 billion, 364-day, U.S. revolving credit facility and the Company’s $3.5 billion long-term U.S. and Canadian revolving credit facility, and are dealers under our commercial paper program. In addition, certain of the underwriters or their affiliates may be holders of our 4.60% Senior Notes due March 2021 and, accordingly, may receive a portion of the proceeds of the offering pursuant to the previously announced redemption of such notes with the proceeds of the offering. 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 November 17, 2020, 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 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, 4.10, 4.11, 4.12 and 4.13 respectively, to this Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit Index
Exhibit
Number | | Description |
| 1.1 | | Underwriting Agreement dated November 5, 2020 by and among the Company, WM Holdings and Barclays Capital Inc., Mizuho Securities USA LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. as representatives of the several Underwriters named therein. |
| | | |
| 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 | | Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 0.750% Senior Notes due 2025. |
| | | |
| 4.3 | | Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 1.150% Senior Notes due 2028. |
| | | |
| 4.4 | | Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 1.500% Senior Notes due 2031. |
| | | |
| 4.5 | | Form of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture establishing the terms and form of the 2.500% Senior Notes due 2050. |
| | | |
| 4.6 | | Form of 0.750% Senior Note due 2025 (included in Exhibit 4.2 above). |
| | | |
| 4.7 | | Form of 1.150% Senior Note due 2028 (included in Exhibit 4.3 above). |
| | | |
| 4.8 | | Form of 1.500% Senior Note due 2031 (included in Exhibit 4.4 above). |
| | | |
| 4.9 | | Form of 2.500% Senior Note due 2050 (included in Exhibit 4.5 above). |
| | | |
| 4.10 | | Form of Guarantee Agreement by WM Holdings in favor of the holders of Waste Management, Inc.’s 0.750% Senior Notes due 2025. |
| | | |
| 4.11 | | Form of Guarantee Agreement by WM Holdings in favor of the holders of Waste Management, Inc.’s 1.150% Senior Notes due 2028. |
| | | |
| 4.12 | | Form of Guarantee Agreement by WM Holdings in favor of the holders of Waste Management, Inc.’s 1.500% Senior Notes due 2031. |
| | | |
| 4.13 | | Form of Guarantee Agreement by WM Holdings in favor of the holders of Waste Management, Inc.’s 2.500% Senior Notes due 2050. |
| | | |
| 5.1 | | Opinion of Baker Botts L.L.P. |
| | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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 12, 2020 | By: | /s/ Charles C. Boettcher |
| | | Charles C. Boettcher |
| | | Executive Vice President, Corporate Development and Chief Legal Officer |
