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 early tender results for their previously
announced offers to purchase for cash (collectively, the “Offer”)
up to $950,000,000 aggregate principal amount of the senior notes
listed in the table below (collectively, the “Notes”). The table
below sets forth the aggregate principal amount of each series of
Notes that were validly tendered and not validly withdrawn as of
5:00 p.m., New York City time, on May 11, 2021 (the “Early Tender
Time”) and the principal amount that, subject to the satisfaction
of the conditions to the Offer, are expected to be accepted for
purchase on or about May 13, 2021 (the “Early Settlement Date”).
Additionally, the Offerors announced today that they have amended
the Offer by increasing the maximum aggregate principal amount from
$950,000,000 to $1,289,540,000 (as amended, the “Maximum Principal
Amount”). All other terms of the previously announced Offer remain
unchanged.
Title of Security(1)
Maturity Date / Par Call
Date*
CUSIP Number
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount Tendered at
Early Tender Time
Expected Principal Amount
Accepted
6.125% Senior Notes due 2039
November 30, 2039
94106LAV1
$251,803,000
1
$6,117,000
$6,117,000
7.75% Senior Notes due 2032
May 15, 2032
94106LAN9
$152,936,000
2
$9,315,000
$9,315,000
7.375% Senior Notes due 2029
May 15, 2029
94106LAG4 / 94106LAF6 /
USU94106AD04
$81,105,000
3
$243,000
$243,000
4.15% Senior Notes due 2049
January 15, 2049*
94106LBK4
$1,000,000,000
4
$316,337,000
$316,337,000
4.10% Senior Notes due 2045
September 1, 2044*
94106LBC2
$750,000,000
5
$333,553,000
$333,553,000
3.90% Senior Notes due 2035
September 1, 2034*
94106LBB4
$450,000,000
6
$153,029,000
$153,029,000
7.00% Senior Notes due 2028
July 15, 2028
902917AH6
$330,419,000
7
$72,512,000
$72,512,000
7.10% Notes due 2026
August 1, 2026
92929QAQ0
$248,898,000
8
$25,879,000
$25,879,000
3.50% Senior Notes due 2024
February 15, 2024*
94106LAZ2
$350,000,000
9
$194,196,000
$194,196,000
3.125% Senior Notes due 2025
December 1, 2024*
94106LBA6
$600,000,000
10
$178,359,000
$178,359,000
3.15% Senior Notes due 2027
August 15, 2027*
94106LBE8
$750,000,000
11
$155,418,000
$0
2.90% Senior Notes due 2022
June 15, 2022*
94106LAY5
$500,000,000
12
$207,724,000
$0
2.40% Senior Notes due 2023
March 15, 2023*
94106LBD0
$500,000,000
13
$135,667,000
$0
(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.
*
Refers to the first date such
Notes may be redeemed at par prior to maturity (such applicable
date, the “Par Call Date”).
The terms and conditions of the Offer are set forth in the offer
to purchase, dated April 28, 2021, as amended by this press release
(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.
As of the Early Tender Time, according to information provided
by Global Bondholder Services Corporation, the tender and
information agent for the Offer, the aggregate principal amounts of
the Notes set forth in the table above under “Principal Amount
Tendered at Early Tender Time” have been validly tendered and not
validly withdrawn in the Offer. Withdrawal rights for the Notes
expired at 5:00 p.m., New York City time, on May 11, 2021.
As of the Early Tender Time, the aggregate principal amount of
Notes with Acceptance Priority Levels 1 through 10 validly tendered
equals the Maximum Principal Amount. Accordingly, all of the
validly tendered Notes with Acceptance Priority Levels 1 through 10
will be accepted for purchase, and no Notes validly tendered with a
lower Acceptance Priority Level (indicated by a higher numerical
value) will be accepted. Because the aggregate principal amount of
Notes validly tendered exceeded the Maximum Principal Amount as of
the Early Tender Time, the Offerors will not accept for purchase
any Notes validly tendered after the Early Tender Time.
The Total Consideration for each U.S.$1,000 principal amount of
Notes of each series validly tendered and accepted for purchase
will be determined in the manner described in the Offer to
Purchase. Only holders of Notes who validly tendered and did not
validly withdraw their Notes at or prior to the Early Tender Time
are eligible to receive the Total Consideration for the 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. The Offerors expect
to announce the pricing of the Offer later today.
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), 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, including the satisfaction of the
conditions to the Offer and timing of settlement. 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/20210512005340/en/
Waste Management
Analysts & Media Ed Egl 713.265.1656 eegl@wm.com
Waste Management (NYSE:WM)
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