Home / Businesswire / Waste Management Announces Cash Tender Offer

Waste Management Announces Cash Tender Offer

HOUSTON–(BUSINESS WIRE)–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

CUSIP
Number

Principal
Amount
Outstanding

Reference U.S.
Treasury
Security

Bloomberg
Reference
Page

Fixed Spread

Hypothetical
Consideration (1)

WMH (2) 7.10% Notes due 2026 92929QAQ0 $304,378,000

2.375% U.S. Treasury due
May 15, 2029

FIT1

85 bps

$1,244.99

WM 7.00% Senior Notes due 2028 902917AH6 $394,869,000

2.375% U.S. Treasury due
May 15, 2029

FIT1

95 bps

$1,285.39

WM 7.375% Senior Notes due 2029 94106LAG4 $139,152,000

2.375% U.S. Treasury due
May 15, 2029

FIT1

100 bps

$1,333.95

WM 7.75% Senior Notes due 2032 94106LAN9 $210,385,000

2.375% U.S. Treasury due
May 15, 2029

FIT1

110 bps

$1,440.24

WM 6.125% Senior Notes due 2039 94106LAV1 $273,575,000

3.00% U.S. Treasury due
February 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.

Contacts

Waste Management

Analysts
Ed Egl
713.265.1656
[email protected]

Media
Tiffiany Moehring
720.346.5372
[email protected]