Waste Management announces results of oversubscribed tender offer

Chicago, May 12 – Waste Management, Inc. announced the early results of its cash tender offer for 13 series of notes, according to a press release on Wednesday.

The company was offering to buy up to $950 million of the notes, but in order to accept all of the notes from the first 10 series, based on a previously determined ranking of acceptance priority levels, the company has increased the maximum amount it will accept to $1,289,540,000.

The offers were subject to proration, but by increasing the cap the company has avoided the necessity of prorating tenders from any one series.

Accordingly, and as detailed below, no notes will be accepted from the last three series that were part of the offer.

Notes in the offer

Based on acceptance priority order, the company received tenders for and will accept either all or none of the tendered amounts within a series, as detailed below:

• All of the $6,117,000 tendered of the $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;

• All of the $9,315,000 tendered of the $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 Feb. 15, 2031 plus 100 bps;

• All of the $243,000 tendered of the $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 Feb. 15, 2031 plus 65 bps;

• All of the $316,337,000 tendered of the $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;

• All of the $333,553,000 tendered of the $750 million of 4.1% 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;

• All of the $153,029,000 tendered of the $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;

• All of the $72,512,000 tendered of the $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;

• All of the $25,879,000 tendered of the $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;

• All of the $194,196,000 tendered of the $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;

• All of the $178,359,000 tendered of the $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;

• None of the $155,418,000 tendered of the $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;

• None of the $207,724,000 tendered of the $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

• None of the $135,667,000 tendered of the $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 tendered before the early tender deadline will receive a $30 early tender premium per $1,000 note.

Timeline

The early tender time was 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 technically expires at midnight ET at the end of May 25. However, the offer is fully subscribed with the increased cap, and no more tenders will be accepted after the early deadline.

Final settlement was expected for May 27.

Details

The offer is subject to a financing condition.

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

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

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