Waste Management, Inc. (NYSE: WM) (“Waste Management”) announced
today that it, together with its wholly owned subsidiary, Waste
Management Holdings, Inc. (“WMH” and, together with Waste
Management, the “Offerors”), has commenced offers to purchase for
cash (collectively, the “Offer”) up to $950 million aggregate
principal amount of the senior notes listed in the table below
(collectively, the “Notes”).
The Offerors will prorate the Notes accepted for purchase
pursuant to the Offer pursuant to the Acceptance Priority
Procedures described herein and will accept for purchase Notes
validly tendered and not validly withdrawn in the order set forth
in the table below, beginning at the lowest numerical value first
(the “Acceptance Priority Level”). The Offer is made upon the terms
and subject to the conditions set forth in the offer to purchase
dated April 28, 2021 (the “Offer to Purchase”), including the
Financing Condition (as defined below). The Offer is not
conditioned upon the tender of any minimum principal amount of
Notes, but the Offerors will only purchase up to a maximum
aggregate principal amount of $950 million of the Notes (the
“Maximum Principal Amount”), subject to increase by the Offerors in
their sole discretion. In this press release, Notes that have been
validly tendered and not validly withdrawn are referred to as
having been “validly tendered.”
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
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
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
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
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
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
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
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
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
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
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
3.15% Senior Notes due 2027
August 15, 2027*
94106LBE8
$750,000,000
11
0.75% U.S. Treasury due March 31,
2026
FIT1
+75 bps
2.90% Senior Notes due 2022
June 15, 2022*
94106LAY5
$500,000,000
12
1.75% U.S. Treasury due June 15,
2022
FIT4
+15 bps
2.40% Senior Notes due 2023
March 15, 2023*
94106LBD0
$500,000,000
13
0.125% U.S. Treasury due March
31, 2023
FIT1
+20 bps
(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”).
Indicative Timetable for the
Offer:
Commencement of the Offer
April 28, 2021
Early Tender Time
5:00 p.m., New York City time, on May 11,
2021, unless extended by the Offerors in their sole discretion.
Withdrawal Deadline
5:00 p.m., New York City time, on May 11,
2021, unless extended by the Offerors in their sole discretion,
except as described in the Offer to Purchase or as required by
applicable law.
Price Determination Date
10:00 a.m., New York City time, on May 12,
2021, unless extended by the Offerors in their sole discretion.
Early Acceptance Date
If elected, a date following the Early
Tender Time and prior to the Expiration Time. Expected to be the
first business day following the Early Tender Time (but may change
without notice).
Early Settlement Date
If elected, promptly after the Early
Tender Time. Expected to be May 13, 2021, the second business day
following the Early Tender Time, but subject to change.
Expiration Time
12:00 midnight, New York City time, at the
end of May 25, 2021, unless extended by the Offerors in their sole
discretion.
Final Settlement Date
Promptly after the Expiration Time.
Expected to be May 27, 2021, the second business day following the
Expiration Time, but subject to change.
The Offer will expire at 12:00 midnight, New York City time, at
the end of May 25, 2021, unless extended (such time and date, as
the same may be extended in the Offerors’ sole discretion, the
“Expiration Time”) or earlier terminated by the Offerors. Holders
of any Notes of any series who validly tender and do not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time,
on May 11, 2021, unless extended (such time and date, as the same
may be extended in the Offerors’ sole discretion, the “Early Tender
Time”), will be eligible to receive the Total Consideration (as
defined in the Offer to Purchase). The Total Consideration for each
U.S. $1,000 principal amount of Notes of each series validly
tendered and not validly withdrawn and accepted for purchase by the
Offerors will be determined in the manner described in the Offer to
Purchase, so as to result in a price as of the applicable
Settlement Date (as defined below) based on a yield to the
applicable 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 in the table above for such series plus the
yield based on the bid-side price of the applicable U.S. Treasury
Reference Security listed in the table above for such series (the
“Reference Treasury”), as quoted on the applicable page on the
Bloomberg Bond Trader FIT1 or FIT4 series of pages, or any
recognized quotation source selected by the dealer managers in
their sole discretion if such quotation report is not available or
manifestly erroneous, at 10:00 a.m., New York City time, on May 12,
2021, unless extended by the Offerors in their sole discretion. The
Total Consideration, as calculated above, is inclusive of an early
tender premium of $30 per U.S. $1,000 principal amount of Notes
validly tendered and not validly withdrawn and accepted for
purchase by the Offerors (the “Early Tender Premium”). Holders who
validly tender their Notes after the Early Tender Time, but on or
prior to the Expiration Time, will only be eligible to receive the
Tender Consideration, which equals the Total Consideration minus
the Early Tender Premium. Validly tendered Notes may be validly
withdrawn in accordance with the terms of the Offer, at any time on
or prior to 5:00 p.m., New York City time, on May 11, 2021, unless
extended, but not thereafter, except as described in the Offer to
Purchase or as required by applicable law.
In addition to the Total Consideration or the Tender
Consideration, as applicable, holders whose Notes are validly
tendered and accepted for purchase pursuant to the Offer will be
paid any accrued and unpaid interest on the Notes from, and
including, the last interest payment date to, but not including,
the Early Settlement Date or the Final Settlement Date (each, a
“Settlement Date”), as applicable. For the avoidance of doubt, the
Offerors will not pay any accrued and unpaid interest on any Notes
accepted for purchase in the Offer following the applicable
Settlement Date.
If the purchase of all Notes validly tendered in the Offer would
cause the Offerors to purchase an aggregate principal amount of
Notes in excess of the Maximum Principal Amount, subject to the
terms and conditions of the Offer, including the Financing
Condition, the Offerors will prorate the Notes accepted in the
Offer as described in the Offer to Purchase (such procedures, the
“Acceptance Priority Procedures”):
- If the aggregate principal amount of all Notes validly tendered
and not validly withdrawn in the Offer on or prior to the Early
Tender Time exceeds the Maximum Principal Amount, then the Offer
will be oversubscribed on the Early Tender Time, and (1) the
Offerors will not accept for purchase any Notes tendered after the
Early Tender Time, and (2) the Offerors will (assuming satisfaction
or, where applicable, the waiver of the conditions to the Offer)
accept for purchase on the Early Acceptance Date (or, if there is
no Early Acceptance Date, the Expiration Time) the maximum
aggregate principal amount of Notes validly tendered and not
validly withdrawn on or prior to the Early Tender Time as the
Offerors can without exceeding the Maximum Principal Amount, on a
pro rata basis as described below, in the order of the related
Acceptance Priority Levels set forth in the table above (proceeding
in ascending order from the lowest numerical value). If the
aggregate principal amount of all validly tendered Notes of a
series at one Acceptance Priority Level, when added to the
aggregate principal amount of all Notes accepted for purchase at a
higher Acceptance Priority Level (indicated by lower numerical
value), does not exceed the Maximum Principal Amount, then the
Offerors will accept for purchase all such tendered Notes of such
series. If acceptance of all validly tendered Notes of a series at
one Acceptance Priority Level, when added to the aggregate
principal amount of all Notes accepted for purchase at a higher
Acceptance Priority Level, exceeds the Maximum Principal Amount,
then the Offerors will accept for purchase on a pro rata basis such
tendered Notes such that the Offerors do not exceed the Maximum
Principal Amount. Tendered Notes with a lower Acceptance Priority
Level (indicated by a higher numerical value) than the Acceptance
Priority Level that results in the purchase of the Maximum
Principal Amount will not be accepted for purchase.
- If the Offer is not fully subscribed as of the Early Tender
Time, and the aggregate principal amount of all Notes validly
tendered in the Offer on or prior to the Expiration Time exceeds
the Maximum Principal Amount, then the Offerors will accept for
purchase on a pro rata basis (as described in the paragraph above)
the maximum aggregate principal amount of such Notes of such series
tendered after the Early Tender Time and on or prior to the
Expiration Time as we can without exceeding the Maximum Principal
Amount. Tendered Notes with a lower Acceptance Priority Level
(indicated by a higher numerical value) than the Acceptance
Priority Level that results in the purchase of the Maximum
Principal Amount will not be accepted for purchase.
- If the Offer is not fully subscribed as of the Early Tender
Time, Notes tendered on or before the Early Tender Time will be
accepted for purchase in priority to Notes tendered after the Early
Tender Time, even if such Notes tendered after the Early Tender
Time have a higher Acceptance Priority Level.
Notwithstanding any other provision of the Offer, the obligation
of the Offerors to accept for purchase, and to pay for, any Notes
validly tendered is further subject to, and conditioned upon, the
successful completion (in the Offerors’ reasonable opinion) of the
issuance of new senior notes designed to raise sufficient funds to
purchase all Notes validly tendered, subject to the Maximum
Principal Amount, and accepted for purchase by the Offerors and to
pay all fees and expenses in connection with the Offer (the
“Financing Condition”), together with cash on hand, if necessary,
unless the Offerors (in their sole discretion) elect to waive the
Financing Condition. The terms of such financing will be determined
by market conditions and other factors at the time it occurs. No
assurances can be given that the Offerors will in fact complete
such financing. Consummation of the Offer is expressly contingent
upon, among other things, the Offerors obtaining such financing on
terms satisfactory to the Offerors.
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. 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 senior 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210428005580/en/
Waste Management
Analysts & Media Ed Egl 713.265.1656 eegl@wm.com
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