Waste Management, Inc. (NYSE: WM) (“Waste Management”) announced
today, together with its wholly owned subsidiary, Waste Management
Holdings, Inc. (“WMH” and, together with Waste Management, the
“Offerors”), the consideration payable in connection with its
previously announced offers to purchase for cash (collectively, the
“Offer”) $1,289,540,000 aggregate principal amount of the senior
notes listed in the table below (collectively, the “Notes”).
Title of
Security(1)
Maturity
Date /
Par Call
Date*
CUSIP
Number
Principal
Amount
Outstanding
Acceptance
Priority
Level
U.S. Treasury
Reference
Security
Bloomberg
Reference
Page
Fixed
Spread
Total
Consideration(2)(3)
6.125% Senior Notes due 2039
November 30, 2039
94106LAV1
$251,803,000
1
1.625% U.S. Treasury due November
15, 2050
FIT1
+80 bps
$1,410.05
7.75% Senior Notes due 2032
May 15, 2032
94106LAN9
$152,936,000
2
1.125% U.S. Treasury due February
15, 2031
FIT1
+100 bps
$1,481.42
7.375% Senior Notes due 2029
May 15, 2029
94106LAG4 / 94106LAF6 /
USU94106AD04
$81,105,000
3
1.125% U.S. Treasury due February
15, 2031
FIT1
+65 bps
$1,367.21
4.15% Senior Notes due 2049
January 15, 2049*
94106LBK4
$1,000,000,000
4
1.625% U.S. Treasury due November
15, 2050
FIT1
+75 bps
$1,187.66
4.10% Senior Notes due 2045
September 1, 2044*
94106LBC2
$750,000,000
5
1.625% U.S. Treasury due November
15, 2050
FIT1
+70 bps
$1,168.48
3.90% Senior Notes due 2035
September 1, 2034*
94106LBB4
$450,000,000
6
1.125% U.S. Treasury due February
15, 2031
FIT1
+90 bps
$1,148.75
7.00% Senior Notes due 2028
July 15, 2028
902917AH6
$330,419,000
7
1.125% U.S. Treasury due February
15, 2031
FIT1
+35 bps
$1,330.76
7.10% Notes due 2026
August 1, 2026
92929QAQ0
$248,898,000
8
0.75% U.S. Treasury due March 31,
2026
FIT1
+60 bps
$1,283.32
3.50% Senior Notes due 2024
February 15, 2024*
94106LAZ2
$350,000,000
9
0.375% U.S. Treasury due April
15, 2024
FIT1
+15 bps
$1,082.29
3.125% Senior Notes due 2025
December 1, 2024*
94106LBA6
$600,000,000
10
0.75% U.S. Treasury due March 31,
2026
FIT1
-5 bps
$1,081.51
(1)
All Notes were originally issued by Waste
Management, except for the 7.10% Notes due 2026, which were
originally issued by WMX Technologies, Inc. and assumed by WMH, a
wholly owned subsidiary of Waste Management. WMH has fully and
unconditionally guaranteed all the Notes issued by Waste Management
and Waste Management has fully and unconditionally guaranteed the
7.10% Notes due 2026.
(2)
Per $1,000 principal amount.
(3)
The Total Consideration for Notes validly
tendered prior to or at the Early Tender Time (as defined below)
and accepted for purchase is calculated using the applicable Fixed
Spread (as set forth in the table above) and is inclusive of the
Early Tender Premium (as defined in the Offer to Purchase (as
defined below)).
*
Refers to the first date such Notes may be
redeemed at par prior to maturity (such applicable date, the “Par
Call Date”).
The Offer was made on the terms and conditions set forth in the
offer to purchase, dated April 28, 2021, as amended by the press
release dated May 12, 2021 (as the same may be further amended or
supplemented, the “Offer to Purchase”). The Offer will expire at
12:00 midnight, New York City time, at the end of May 25, 2021,
unless extended or earlier terminated by the Offerors.
The Total Consideration for each U.S.$1,000 principal amount of
Notes of each series validly tendered and accepted for purchase was
determined in the manner described in the Offer to Purchase, so as
to result in a price as of the Early Settlement Date (as defined
below) based on a yield to the Par Call Date or maturity date (in
accordance with market practice) for the Notes of such series equal
to the sum of the fixed spread listed above for such series plus
the yield based on the bid-side price of the reference security
(the “Reference Treasury”) listed above for such series, as quoted
on the Bloomberg Bond Trader FIT1 page at 10:00 a.m., New York City
time, today.
Only holders of Notes who validly tendered and did not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time,
on May 11, 2021 (the “Early Tender Time”) are eligible to receive
the Total Consideration for such Notes accepted for purchase. Such
holders will also receive accrued and unpaid interest on their
Notes validly tendered and accepted for purchase from, and
including, the last interest payment date to, but not including,
the Early Settlement Date. Withdrawal rights for the Notes expired
at 5:00 p.m., New York City Time, on May 11, 2021.
The Offerors have satisfied the financing condition to the Offer
and, on May 13, 2021 (the “Early Settlement Date”), expect to pay
for the Notes that were validly tendered prior to or at the Early
Tender Time and that are accepted for purchase.
Waste Management has retained Credit Suisse Securities (USA)
LLC, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC to
serve as the dealer managers for the Offer and Global Bondholder
Services Corporation to serve as tender and information agent for
the Offer. The full details of the Offer, including complete
instructions on how to tender Notes, are included in the Offer to
Purchase. Holders of Notes are strongly encouraged to carefully
read the Offer to Purchase, including materials incorporated by
reference therein, because they will contain important information.
Requests for the Offer to Purchase and any related supplements may
also be directed to Global Bondholder Services Corporation by
telephone at (212) 430-3774 (banks and brokers) or (866) 470-3700
(toll free) or email at contact@gbsc-usa.com. A copy of the Offer
to Purchase is also available at the following web address:
https://www.gbsc-usa.com/wm/. Questions about the Offer may be
directed to Credit Suisse Securities (USA) LLC by telephone at
(800) 820-1653 (toll free) or (212) 325-7823 (collect) or via email
at Americas.LM@credit-suisse.com, to Goldman Sachs & Co. LLC by
telephone at (800) 828-3182 (toll free) or (212) 357-1452 (collect)
or via email at GS-LM-NYC@gs.com, and to Wells Fargo Securities,
LLC by telephone at (866) 309-6316 (toll free) or (704) 410-4759
(collect) or via email at liabilitymanagement@wellsfargo.com.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities. The Offer is being made only by, and pursuant to
the terms of, the Offer to Purchase. The Offer is not being made in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction where the laws require the
Offer to be made by a licensed broker or dealer, the Offer will be
made by the dealer managers on behalf of the Offerors.
None of the Offerors, the tender and information agent, the
dealer managers or the trustee with respect to the Notes, nor any
of their affiliates, makes any recommendation as to whether holders
should tender or refrain from tendering all or any portion of their
Notes in response to the Offer. None of the Offerors, the tender
and information agent, the dealer managers or the trustee with
respect to the Notes, nor any of their affiliates, has authorized
any person to give any information or to make any representation in
connection with the Offer other than the information and
representations contained in the Offer to Purchase.
ABOUT WASTE MANAGEMENT
Waste Management, based in Houston, Texas, is the leading
provider of comprehensive waste management environmental services
in North America, providing services throughout the United States
and Canada. Through its subsidiaries, the Company provides
collection, transfer, disposal services, and recycling and resource
recovery. It is also a leading developer, operator and owner of
landfill gas-to-energy facilities in the United States. The
Company’s customers include residential, commercial, industrial,
and municipal customers throughout North America.
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements that
involve risks and uncertainties. Factors that could cause actual
results to differ materially from those expressed or implied by the
forward-looking statements in this press release are discussed in
Waste Management’s most recent Annual Report on Form 10-K and
subsequent reports on Form 10-Q.
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version on businesswire.com: https://www.businesswire.com/news/home/20210512005989/en/
Waste Management
Analysts & Media Ed Egl 713.265.1656 eegl@wm.com
Waste Management (NYSE:WM)
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