Waste Management Announces Pricing of $4 Billion Senior Notes

HOUSTON–(BUSINESS WIRE)–Waste Management, Inc. (NYSE: WM) today announced that it has priced a
$4 billion aggregate public offering of senior notes under an effective
shelf registration statement previously filed with the Securities and
Exchange Commission (the “SEC”), as follows:

  • $750,000,000 aggregate principal amount of 2.950% senior notes due
    June 15, 2024;
  • $750,000,000 aggregate principal amount of 3.200% senior notes due
    June 15, 2026;
  • $1,000,000,000 aggregate principal amount of 3.450% senior notes due
    June 15, 2029;
  • $500,000,000 aggregate principal amount of 4.000% senior notes due
    July 15, 2039; and
  • $1,000,000,000 aggregate principal amount of 4.150% senior notes due
    July 15, 2049.

The notes will be fully and unconditionally guaranteed by the company’s
wholly-owned subsidiary, Waste Management Holdings, Inc. The notes have
been assigned ratings of A- by Standard & Poor’s, BBB+ by Fitch and Baa1
by Moody’s.

The offering is expected to close on May 22, 2019, subject to the
satisfaction of closing conditions. The company intends to use the net
proceeds from the offering to pay a portion of the consideration for the
previously announced acquisition of Advanced Disposal Services, Inc. and
related fees and expenses, to fund a previously announced tender offer
to purchase for cash certain senior notes issued by Waste Management,
Inc. and Waste Management Holdings, Inc. and for general corporate
purposes. However, under specified circumstances, if the acquisition of
Advanced Disposal Services, Inc. is not consummated on or prior to July
14, 2020, the company will be required to redeem all of the outstanding
2024 notes, 2026 notes, 2029 notes and 2039 notes at a redemption price
equal to 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest to, but excluding, the redemption date.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities
USA LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA
Securities, Inc., Citigroup Global Markets Inc., SMBC Nikko Securities
America, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo
Securities, LLC are acting as joint book-running managers of the
offering. In addition, MUFG Securities Americas Inc., PNC Capital
Markets LLC, Scotia Capital (USA) Inc., Academy Securities, Inc., BNY
Mellon Capital Markets, LLC, Comerica Securities, Inc., MFR Securities,
Inc. and Siebert Cisneros Shank & Co., L.L.C. are acting as co-managers
of the offering. Copies of the final prospectus supplement and related
prospectus for this offering may be obtained by visiting EDGAR on the
SEC website at www.sec.gov
or, upon request, from any of the joint book-running managers at: (1)
Credit Suisse Securities (USA) LLC; By mail: Attn: Prospectus
Department, Eleven Madison Avenue, 3rd floor, New York, NY 10010; By
phone: 1-800-221-1037; (2) Deutsche Bank Securities Inc.; By mail: Attn:
Prospectus Group, 60 Wall Street, New York, NY 10005; By phone:
1-800-503-4611; (3) Goldman Sachs & Co. LLC; By mail: Attn: Prospectus
Department, 200 West Street, New York, NY 10282; By phone:
1-212-902-1171; (4) J.P. Morgan Securities LLC; By mail: Attn:
Investment Grade Syndicate Desk, 3rd Floor, 383 Madison
Avenue, New York, New York, 10179; By phone: collect at 1-212-834-4533;
or (5) Mizuho Securities USA LLC; By mail: Attn: Debt Capital Markets,
320 Park Avenue, New York, NY 10022; By phone: 1-866-271-7403.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes described herein, nor shall
there be any sale of these notes 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. The
notes will be offered only by means of a prospectus, including the
prospectus supplement relating to the notes, and any free writing
prospectus prepared by or on behalf of us, each of which meeting the
requirements of Section 10 of the Securities Act of 1933, as amended. A
securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal at
any time. Each credit rating should be evaluated independently of any
other credit rating.

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.

This press release may contain forward-looking statements. The company,
from time to time, provides estimates of financial and other data,
comments on expectations relating to future periods and makes statements
of opinion, view or belief about current and future events. Statements
relating to future events and performance, including the use of proceeds
from the offering, the closing timing of the offering, the consummation
of the previously announced acquisition of Advanced Disposal Services,
Inc. and the consummation of the previously announced tender offer, are
“forward-looking statements.” You should view these statements with
caution. These statements are not guarantees of future performance,
circumstances or events. They are based on the facts and circumstances
known to the company as of the date the statements are made. The
company’s business is subject to uncertainties, risks and other
influences, many of which it does not control. Any of these factors,
either alone or taken together, could have a material adverse effect on
the company and could cause actual results to be materially different
from those set forth in such forward-looking statements. The company
assumes no obligation to update any forward-looking statement, including
financial estimates and forecasts, whether as a result of future events,
circumstances or developments or otherwise. Information regarding
factors that could materially affect results and the accuracy of any
forward-looking statements made by the company may be found in Part I,
Item 1A of the company’s Annual Report on Form 10-K for the year ended
December 31, 2018 and in Part II Item 1A., “Risk Factors,” of the
company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2019.

Contacts

Waste Management

Analysts:
Ed Egl
713.265.1656
eegl@wm.com

Media
Tiffiany Moehring
720.346.5372
tmoehrin@wm.com