Waste Management Announces Cash Tender Offer for up to $950 million of certain of its Senior Notes

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the Acceptance Priority Procedures described herein and will accept for purchase Notes validly tendered and not validly withdrawn in the order set forth in the table below, beginning at the lowest numerical value first (the “Acceptance Priority Level”).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 In this press release, Notes that have been validly tendered and not validly withdrawn are referred to as having been “validly tendered.”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 th