Waste Management, Inc. (NYSE:WM) announced today that, together
with its wholly owned subsidiary, Waste Management Holdings, Inc.
(“WMH”), it has commenced an offer to purchase for cash any and all
of the outstanding aggregate principal amount of the senior notes
listed below.
Issuer
Title of Security
CUSIPNumber
PrincipalAmountOutstanding
Reference
U.S.TreasurySecurity
BloombergReferencePage
Fixed Spread
HypotheticalConsideration
(1)
WMH (2) 7.10% Notes due 2026 92929QAQ0 $304,378,000
2.375% U.S. Treasury dueMay 15, 2029
FIT1
85 bps
$1,244.99
WM 7.00% Senior Notes due 2028 902917AH6 $394,869,000
2.375% U.S. Treasury dueMay 15, 2029
FIT1
95 bps
$1,285.39
WM 7.375% Senior Notes due 2029 94106LAG4 $139,152,000
2.375% U.S. Treasury dueMay 15, 2029
FIT1
100 bps
$1,333.95
WM 7.75% Senior Notes due 2032 94106LAN9 $210,385,000
2.375% U.S. Treasury dueMay 15, 2029
FIT1
110 bps
$1,440.24
WM 6.125% Senior Notes due 2039 94106LAV1 $273,575,000
3.00% U.S. Treasury dueFebruary 15,
2049
FIT1
115 bps
$1,297.69
(1)
Per $1,000 principal amount of Notes,
assuming that the yield to maturity of the applicable U.S. Treasury
reference security had been measured at 2:00 p.m., New York City
Time, on May 13, 2019 and assuming a hypothetical settlement date
of May 23, 2019.
(2) WMH is a wholly owned subsidiary of Waste Management, Inc. WMH
has fully and unconditionally guaranteed all the senior notes
issued by Waste Management, Inc. and Waste Management, Inc. has
fully and unconditionally guaranteed the notes issued by WMH.
The offers are made pursuant to an Offer to Purchase dated today
and related Letter of Transmittal and Notice of Guaranteed
Delivery, which set forth the terms and conditions of the tender
offer. As of May 10, 2019, the amount outstanding of the notes in
the aggregate is $1.322 billion.
The consideration per each $1,000 principal amount of notes
validly tendered and accepted for payment pursuant to the tender
offer will be determined in the manner described in the Offer to
Purchase by reference to the applicable fixed spread specified for
the series in the table above over the yield based on the bid side
price of the applicable U.S. Treasury Security specified above for
each series of notes, as calculated by the dealer managers at 2:00
p.m., New York City Time, on May 20, 2019. Holders whose notes are
purchased will also receive accrued and unpaid interest thereon
from the applicable last interest payment date up to, but not
including, the settlement date.
The tender offer will expire at 5:00 p.m. New York City Time on
May 20, 2019, unless extended or earlier terminated. Holders of
notes must validly tender and not validly withdraw their notes
before 5:00 p.m. New York City Time on the tender offer expiration
date to be eligible to receive the consideration for each series of
notes.
The offer for each series of notes is conditioned upon the
satisfaction of certain conditions, including the completion of a
contemporaneous notes offering by Waste Management on terms and
conditions (including, but not limited to, the amount of proceeds
raised in such offering) satisfactory to Waste Management. No offer
is conditioned upon any minimum amount of notes being tendered or
the consummation of any other offer. Each offer may be amended,
extended, terminated or withdrawn separately and any or all of the
conditions to any offer may be waived before expiration of the
offer.
Waste Management has retained Deutsche Bank Securities Inc. and
J.P. Morgan Securities LLC to serve as the Dealer Managers for the
tender offer. Deutsche Bank Securities Inc. may be contacted at
(866) 627-0391 (toll free) or (212) 250-2955 (collect), and J.P.
Morgan Securities LLC may be contacted at (866) 834-4666 (toll
free) or (212) 834-3424 (collect).
Waste Management has also retained Global Bondholder Services
Corporation to serve as the Depositary and Information Agent for
the tender offer.
The tender offer is being made only pursuant to the terms and
conditions contained in the Offer to Purchase dated today, and a
related Letter of Transmittal and Notice of Guaranteed Delivery,
copies of which may be obtained from Global Bondholder Services
Corporation by telephone at (866) 470-3700 (toll-free) or for banks
and brokers, at (212) 430-3774 (Banks and Brokers Only) or in
writing at Global Bondholder Services Corporation, 65 Broadway,
Suite 404, New York, New York 10006.
Copies of the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery are also available at the following
web address: https://gbsc-usa.com/registration/wm
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the tender offer. In
addition, this press release is not an offer to sell or the
solicitation of an offer to purchase any securities issued in
connection with any contemporaneous notes offering, nor shall there
be any sale of the securities issued in such offering in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Any such securities will
be offered only by means of a prospectus, including a prospectus
supplement and any related free writing prospectus relating to such
securities, meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
None of Waste Management, Inc., WMH, their respective boards of
directors or officers, the Dealer Managers, the Depositary or the
Information Agent makes any recommendation to any holder of notes
whether to tender or refrain from tendering any or all of such
holder’s notes, and none of them have authorized any person to make
any such recommendation.
Forward Looking Statements
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
our Annual Report on Form 10-K for the year ended December 31,
2018, and our Quarterly Report on Form 10-Q for the period ended
March 31, 2019.
About Waste Management
Waste Management, based in Houston, Texas, is the leading
provider of comprehensive waste management environmental services
in North America. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190514005572/en/
Waste Management
AnalystsEd Egl713.265.1656eegl@wm.com
MediaTiffiany Moehring720.346.5372tmoehrin@wm.com
Waste Management (NYSE:WM)
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