Waste Management begins tender offer for up to $950 million of notes

Chicago, April 28 – Waste Management, Inc. has started a cash tender offer for up to $950 million of its senior notes, according to a press release.

Notes in the offer

Based on acceptance priority order, the company is offering to buy from the following 13 series of notes with the following currently outstanding amounts:

• $251,803,000 of 6.125% senior notes due Nov. 30, 2039 (Cusip: 94106LAV1) with pricing to be based on the 1.625% U.S. Treasury due Nov. 15, 2050 plus 80 basis points;

• $152,936,000 of 7.75% senior notes due May 15, 2032 (Cusip: 94106LAN9) with pricing to be based on the 1.125% U.S. Treasury due February 15, 2031 plus 100 bps;

• $81,105,000 of 7.375% senior notes due May 15, 2029 (Cusips: 94106LAG4, 94106LAF6, USU94106AD04) with pricing to be based on the 1.125% U.S. Treasury due February 15, 2031 plus 65 bps;

• $1 billion of 4.15% senior notes due 2049 with the first par call date on Jan. 15, 2049 (Cusip: 94106LBK4) with pricing to be based on the 1.625% U.S. Treasury due Nov. 15, 2050 plus 75 bps;

• $750 million of 4.10% senior notes due 2045 with the first par call date on Sept. 1, 2044 (Cusip: 94106LBC2) with pricing to be based on the 1.625% U.S. Treasury due Nov. 15, 2050 plus 70 bps;

• $450 million of 3.9% senior notes due 2035 with a first par call date on Sept. 1, 2034 (Cusip: 94106LBB4) with pricing to be based on the 1.125% U.S. Treasury due Feb. 15, 2031 plus 90 bps;

• $330,419,000 of 7% senior notes due July 15, 2028 (Cusip: 902917AH6) with pricing to be based on the 1.125% U.S. Treasury due Feb. 15, 2031 plus 35 bps;

• $248,898,000 of 7.10% notes due Aug. 1, 2026 (Cusip: 92929QAQ0) with pricing to be based on the 0.75% U.S. Treasury due March 31, 2026 plus 60 bps;

• $350 million of 3.50% senior notes due 2024 with a first par call date on Feb. 15, 2024 (Cusip: 94106LAZ2) with pricing to be based on the 0.375% U.S. Treasury due April 15, 2024 plus 15 bps;

• $600 million of 3.125% senior notes due 2025 with a first par call date on Dec. 1, 2024 (Cusip: 94106LBA6) with pricing to be based on the 0.75% U.S. Treasury due March 31, 2026 minus 5 bps;

$750 million of 3.15% senior notes due 2027 with a first par call date on Aug. 15, 2027 (Cusip: 94106LBE8) with pricing to be based on the 0.75% U.S. Treasury due March 31, 2026 plus 75 bps;

• $500 million of 2.9% senior notes due 2022 with a first par call date on June 15, 2022 (Cusip: 94106LAY5) with pricing to be based on the 1.75% U.S. Treasury due June 15, 2022 plus 15 bps; and

• $500 million of 2.4% senior notes due 2023 with a first par call date on March 15, 2023 (Cusip: 94106LBD0) with pricing to be based on the 0.125% U.S. Treasury due March 31, 2023 plus 20 bps.

Noteholders who tender before the early tender deadline will also receive a $30 early tender premium per $1,000 note.

Timeline

The early tender time is 5 p.m. ET on May 11, also the withdrawal deadline.

Pricing will be determined at 10 a.m. ET on May 12.

Early settlement is planned for May 13.

The offer expires at midnight ET at the end of May 25.

Settlement is expected for May 27.

Details

The offer is subject to a financing condition.

Proration may occur in a series if the acceptance of all of one series, working in acceptance order, would cause the cap to be exceeded.

Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-7823), Goldman Sachs & Co. LLC (800 828-3182, 212 357-1452, GS-LM-NYC@gs.com) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4759, liabilitymanagement@wellsfargo.com) are the dealer managers.

Global Bondholder Services Corp. is the tender and information agent (212 430-3774, 866 470-3700, contact@gbsc-usa.com, https://www.gbsc-usa.com/wm).

Waste Management is a Houston-based provider of waste management environmental services.

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