Waste Management, Inc. (NYSE:WM) announced today that, together with its
wholly owned subsidiary, Waste Management Holdings, Inc. (“WMH”), it has
commenced a cash tender offer to purchase 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
|
|
$448,975,000
|
|
2.00% U.S. Treasury due February 15, 2025
|
|
FIT1
|
|
125 bps
|
|
$1,350.86
|
WM
|
|
7.00% Senior Notes due 2028
|
|
902917AH6
|
|
$577,205,000
|
|
2.00% U.S. Treasury due February 15, 2025
|
|
FIT1
|
|
155 bps
|
|
$1,349.09
|
WM
|
|
7.375% Senior Notes due 2029
|
|
94106LAG4
|
|
$222,930,000
|
|
2.00% U.S. Treasury due February 15, 2025
|
|
FIT1
|
|
160 bps
|
|
$1,400.10
|
WM
|
|
7.75% Senior Notes due 2032
|
|
94106LAN9
|
|
$496,000,000
|
|
3.00% U.S. Treasury due November 15, 2044
|
|
FIT1
|
|
100 bps
|
|
$1,510.24
|
WM
|
|
6.125% Senior Notes due 2039
|
|
94106LAV1
|
|
$600,000,000
|
|
3.00% U.S. Treasury due November 15, 2044
|
|
FIT1
|
|
115 bps
|
|
$1,358.61
|
(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 February 17,
2015 and assuming a hypothetical settlement date of February 27,
2015.
|
(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 a
related Letter of Transmittal and Notice of Guaranteed Delivery, which
set forth the terms and conditions of the tender offer. As of February
17, 2015, the amount outstanding of the notes in the aggregate is $2.345
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
February 24, 2015. 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 February
24, 2015, unless extended. 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.
Waste Management has retained Deutsche Bank Securities Inc., Goldman,
Sachs & Co., J.P. Morgan Securities LLC and Credit Suisse Securities
(USA) 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), Goldman, Sachs & Co. may be contacted at (800)
828-3182 (toll free) or (212) 902-6941 (collect) and J.P. Morgan
Securities LLC may be contacted at (866) 834-4666 (toll free) or (212)
834-4811 (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 pursuant to the terms and conditions
contained in the Offer to Purchase, 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: http://www.gbsc-usa.com/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 buy
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
relating to such securities, meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
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 most recent Annual
Report on Form 10-K.
ABOUT WASTE MANAGEMENT
Waste Management, Inc., based in Houston, Texas, is the leading provider
of comprehensive waste management services in North America. Through its
subsidiaries, the company provides collection, transfer, recycling and
resource recovery, and disposal services. 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. To learn more information about Waste Management visit www.wm.com
or www.thinkgreen.com.
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