Waste Management,Inc. (NYSE:WM) Files An 8-K Entry into a Material Definitive Agreement

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Waste Management,Inc. (NYSE:WM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

Item 1.01 Other Events.

On October30, 2017, Waste Management,Inc. (the “Company”) commenced an underwritten public offering of $750,000,000 aggregate principal amount of its 3.150% Senior Notes due 2027 (the “3.150% Notes”) under the Company’s Registration Statement on FormS-3 (No.333-207628) (the “Registration Statement”). The 3.150% Notes, which will be fully and unconditionally guaranteed by the Company’s wholly owned subsidiary Waste Management Holdings,Inc. (“WM Holdings”), will be sold to an underwriting agreement (the “Underwriting Agreement”) entered into on October30, 2017 among the Company, WM Holdings and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as representatives of the several underwriters named therein.

The Underwriting Agreement includes the terms and conditions for the issuance and sale of the 3.150% 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 3.150% Notes is expected to occur on November8, 2017.The 3.150% Notes will be issued under an indenture dated as of September10, 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 3.150% Notes and the guarantee by WM Holdings will be set forth in an officers’ certificate of the Company (the “Officers’ Certificate”) delivered to the Indenture on the closing date.

Additionally, on October31, 2017, the Company announced that it will redeem the entire outstanding principal amount of its 6.10% Senior Notes due 2018 (the “6.10% Notes”). The redemption date for the 6.10% Notes is November30, 2017. The aggregate principal amount of the 6.10% Notes outstanding is $590 million. The redemption price for the 6.10% Notes will include accrued and unpaid interest on the 6.10% Notes up to the redemption date and a make-whole premium, which will be calculated three business days prior to the redemption date in accordance with the terms of the Indenture, which also governs the 6.10% Notes. The Company plans to use the proceeds from the issuance of the 3.150% Notes to fund the redemption.

Copies of the Underwriting Agreement, the Indenture, the form of the Officers’ Certificate and the guarantee agreement by WM Holdings are being filed as Exhibits1.1, 4.1, 4.2 and 4.4 respectively, to this Form8-K and are incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit

Number

1.1

Underwriting Agreement dated October30, 2017 by and among the Company, WM Holdings and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as representatives of the several Underwriters named therein.

4.1

Indenture dated September10, 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 Exhibit4.1 to Current Report on Form8-K (Commission File No.001-12154) filed September24, 1997).

4.2

Formof Officers’ Certificate delivered to Section3.01 of the Indenture establishing the terms and form of the 3.150% Senior Notes due 2027.

4.3

Formof 3.150% Senior Note due 2027 (included in Exhibit4.2 above).

4.4

Formof Guarantee Agreement by WM Holdings in favor of the holders of the 3.150% Senior Notes due 2027.

5.1

Opinion of Baker Botts L.L.P.


WASTE MANAGEMENT INC Exhibit
EX-1.1 2 a17-22256_4ex1d1.htm EX-1.1 Exhibit 1.1   Execution Version   WASTE MANAGEMENT,…
To view the full exhibit click here

About Waste Management,Inc. (NYSE:WM)

Waste Management, Inc. is a holding company. The Company provides waste management environmental services. The Company’s segments include Solid Waste, which includes its 17 Areas aggregated into three tiers, and Other. The Company’s Solid Waste business is operated and managed locally by its subsidiaries that focuses on geographic areas and provides collection, transfer, recycling and resource recovery, and disposal services. Through its subsidiaries, it also develops, operates and owns landfill gas-to-energy facilities in the United States. It owns or operates approximately 250 landfill sites, which is the network of landfills in North America. It also uses waste to create energy, recovering the gas produced naturally as waste decomposes in landfills and using the gas in generators to make electricity. The Company, as a recycler in North America, handles materials that include paper, cardboard, glass, plastic and metal.