Waste Management, Inc., a Delaware corporation (NYSE: WM)
(“WM”), announced today that it has commenced a private offer to
exchange (the “Exchange Offer”) any and all of the $500 million
aggregate principal amount outstanding of the 3.875% Senior Notes
due 2029 (the “SRCL Notes”) issued by Stericycle, Inc., a Delaware
corporation (“SRCL”), held by eligible holders, for a series of new
notes to be issued by WM (the “WM Notes”). Eligible holders of SRCL
Notes tendered by the Early Tender Deadline (as defined below) and
not validly withdrawn before the Withdrawal Deadline (as defined
below), will also receive the Cash Consideration (as defined
below). The WM Notes will have the same interest payment dates,
maturity date and interest rate as the SRCL Notes, but will differ
in certain respects from the SRCL Notes, including the redemption
provisions, as described in the Offering Memorandum.
Concurrently with the Exchange Offer, WM is soliciting consents
(the “Consent Solicitation”) from eligible holders of SRCL Notes,
on behalf of SRCL, to amend the SRCL Notes and the indenture
governing the SRCL Notes (the “SRCL Indenture”) to eliminate
substantially all of the restrictive covenants, restrictive
provisions and events of default from the SRCL Indenture and the
SRCL Notes, other than payment-related, guarantee-related and
bankruptcy-related events of default. Consents of the holders of
not less than a majority in aggregate principal amount of the SRCL
Notes must be obtained for the amendments to the SRCL Notes and the
SRCL Indenture to be effective. Holders validly tendering their
SRCL Notes will be deemed to have delivered consents to the
proposed amendments with respect to such tendered SRCL Notes.
Holders will not be permitted to tender their SRCL Notes without
delivering consents or to deliver consents without tendering their
SRCL Notes.
The Exchange Offer and Consent Solicitation are being made upon
the terms and conditions set forth in an exchange offer memorandum
and consent solicitation statement, dated September 10, 2024 (the
“Offering Memorandum”), copies of which will be made available to
holders of the SRCL Notes eligible to participate in the Exchange
Offer. The following table sets forth the Total Exchange
Consideration (as defined below) and the Exchange Consideration (as
defined below) being offered for the SRCL Notes:
Total Exchange Consideration
for SRCL Notes Validly Tendered by the Early Tender Deadline and
Not Validly Withdrawn by the Withdrawal Deadline
Exchange Consideration for
SRCL Notes Validly Tendered After the Early Tender Deadline
Title of Series of SRCL
Notes
CUSIP No. and ISIN of SRCL
Notes
Aggregate Principal Amount of
SRCL Notes Outstanding
WM Notes to be Issued in
Exchange for SRCL Notes
Principal Amount of WM Notes
(1)
Cash Consideration (2)
Principal Amount of WM Notes
(3)
3.875% Senior Notes due 2029
858912AG3; US858912AG34 (144A) /
U85881AC1; USU85881AC12 (Reg S)
$
500,000,000
3.875% Senior Notes due 2029
$
1,000
$2.50 to $5.00
$
970
(1)
Principal amount of WM Notes issued in
exchange for each $1,000 principal amount of SRCL Notes validly
tendered and accepted for exchange.
(2)
Per $1,000 principal amount of SRCL Notes
validly tendered by the Early Tender Deadline and not validly
withdrawn by the Withdrawal Deadline and accepted for exchange, the
Cash Consideration will be an amount equal to the product of $2.50
multiplied by a fraction, the numerator of which is the aggregate
principal amount of SRCL Notes outstanding as of the Early Tender
Deadline and the denominator of which is the aggregate principal
amount of SRCL Notes validly tendered by the Early Tender Deadline
and not validly withdrawn by the Withdrawal Deadline. As a result,
the Cash Consideration for the SRCL Notes will range from $2.50 per
$1,000 principal amount (if all eligible holders of SRCL Notes
tender) to approximately $5.00 per $1,000 principal amount (if
eligible holders of a simple majority of the aggregate principal
amount of the SRCL Notes tender).
(3)
Exchange Consideration does not include,
and eligible holders tendering after the Early Tender Deadline will
not be eligible to receive, any Cash Consideration. In addition,
Exchange Consideration involves the issuance of $970 principal
amount of WM Notes, as opposed to $1,000 principal amount of WM
Notes, for each $1,000 principal amount of SRCL Notes validly
tendered after the Early Tender Deadline and accepted for
exchange.
Indicative Timetable for the Exchange
Offer and Consent Solicitation
Commencement Date
September 10, 2024
Withdrawal Deadline
5:00 p.m., New York City time, on
September 23, 2024, unless extended or earlier terminated by
WM.
Early Tender Deadline
5:00 p.m., New York City time, on
September 23, 2024, unless extended or earlier terminated by
WM.
Expiration Date
5:00 p.m., New York City time, on October
8, 2024, unless extended or earlier terminated by WM.
Settlement Date
Promptly after the Expiration Date,
subject to the satisfaction or waiver of certain conditions as
described herein. Expected to occur on or about the third business
day after the Expiration Date, but subject to change.
The Exchange Offer and Consent Solicitation will expire at 5:00
p.m., New York City time, on October 8, 2024, unless such date is
extended or earlier terminated (such date and time, as they may be
extended, the “Expiration Date”). Tenders of SRCL Notes may be
validly withdrawn and consents revoked at any time prior to 5:00
p.m., New York City time, on September 23, 2024 (such date and
time, as they may be extended, the “Withdrawal Deadline”), but
tenders not so validly withdrawn will be irrevocable after the
Withdrawal Deadline, except in certain limited circumstances where
additional withdrawal rights are required by law. WM reserves the
right to terminate, withdraw, amend or extend the Exchange Offer
and Consent Solicitation in its sole discretion, subject to the
terms and conditions set forth in the Offering Memorandum.
Subject to the terms and conditions set forth in the Offering
Memorandum, for each $1,000 principal amount of SRCL Notes validly
tendered in the Exchange Offer by 5:00 p.m., New York City time, on
September 23, 2024 (such date and time, as they may be extended,
the “Early Tender Deadline”), and not validly withdrawn by the
Withdrawal Deadline, each eligible holder of SRCL Notes will be
eligible to receive WM Notes in an equal principal amount as the
tendered SRCL Notes accepted for exchange and the cash
consideration of an amount equal to the product of $2.50 multiplied
by a fraction, the numerator of which is the aggregate principal
amount of SRCL Notes outstanding as of the Early Tender Deadline
and the denominator of which is the aggregate principal amount of
SRCL Notes validly tendered by the Early Tender Deadline and not
validly withdrawn by the Withdrawal Deadline (the “Cash
Consideration” and, together with such amount of WM Notes, the
“Total Exchange Consideration”). As a result, the Cash
Consideration for the SRCL Notes will range from $2.50 per $1,000
principal amount (if all eligible holders tender) to approximately
$5.00 per $1,000 principal amount (if eligible holders of a simple
majority of the aggregate principal amount of the SRCL Notes
tender) of the SRCL Notes validly tendered and accepted for
exchange.
Eligible holders who validly tender their SRCL Notes after the
Early Tender Deadline but on or prior to the Expiration Date will
be eligible to receive $970 principal amount of the WM Notes per
$1,000 principal amount of SRCL Notes validly tendered but no Cash
Consideration (the “Exchange Consideration”).
Settlement of the Exchange Offer is expected to occur on or
about the third business day following the Expiration Date, unless
WM extends or terminates the Exchange Offer (such date and time, as
the same may be extended, the “Settlement Date”). Interest on the
WM Notes will accrue from (and including) the last interest payment
date on which interest was paid on the SRCL Notes, and,
accordingly, no accrued interest will be paid on the Settlement
Date in respect of SRCL Notes accepted for exchange, except with
respect to cash paid in lieu of WM Notes not delivered, as
described below.
The WM Notes will be issued in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof. No tender of
SRCL Notes will be accepted if it would result in the issuance of
less than $2,000 principal amount of the WM Notes. If the principal
amount of WM Notes validly tendered after the Early Tender Deadline
that would otherwise be required to be delivered in exchange for a
tender of SRCL Notes would not equal $2,000 or an integral multiple
of $1,000 in excess thereof, then the principal amount of such WM
Notes will be rounded down to $2,000 or the nearest integral
multiple of $1,000 in excess thereof, and WM will pay cash (in lieu
of such WM Notes not delivered) equal to the remaining portion of
the Exchange Consideration for such SRCL Notes plus accrued and
unpaid interest with respect to that portion to, but not including,
the Settlement Date.
WM’s obligation to accept and exchange the SRCL Notes validly
tendered pursuant to the Exchange Offer is subject to certain
conditions as set forth in the Offering Memorandum. The Exchange
Offer and Consent Solicitation are not conditioned upon any minimum
aggregate principal amount of SRCL Notes being validly tendered for
exchange, but are conditioned upon, among others, the receipt of
the requisite consents to adopt the proposed amendments and the
consummation of the previously announced merger transaction
contemplated by that certain Agreement and Plan of Merger, dated as
of June 3, 2024, by and among WM, Stag Merger Sub Inc., a Delaware
corporation and an indirect wholly owned subsidiary of WM, and
SRCL. Other than the consummation of the merger transaction
contemplated by the Merger Agreement (without which the Exchange
Offer will not be consummated, neither the Exchange Consideration
nor the Total Exchange Consideration will be paid, nor will the
amendments contemplated by the Consent Solicitation become
effective), WM may generally waive any condition with respect to
the Exchange Offer and Consent Solicitation, in its sole
discretion, at any time.
The Exchange Offer is being made only to holders of SRCL Notes
who satisfy the eligibility conditions described under “Disclaimer”
below. Holders of SRCL Notes who desire a copy of the eligibility
letter should contact Global Bondholder Services Corporation, the
information agent and exchange agent for the Exchange Offer and
Consent Solicitation, at (855) 654-2015. Banks and brokers should
call (212) 430-3774. The eligibility letter may also be found here:
https://gbsc-usa.com/eligibility/wm. Global Bondholder Services
Corporation will also provide copies of the Offering Memorandum to
eligible holders of SRCL Notes.
Holders of SRCL Notes are advised to check with any bank,
securities broker or other intermediary through which they hold
SRCL Notes as to when such intermediary needs to receive
instructions from a holder in order for that holder to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in, the Exchange
Offer and Consent Solicitation before the deadlines specified
herein and in the Offering Memorandum. The deadlines set by each
clearing system for the submission and withdrawal of exchange
instructions will also be earlier than the relevant deadlines
specified herein and in the Offering Memorandum.
Disclaimer
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the “Securities Act”). This
press release is neither an offer to sell nor the solicitation of
an offer to buy the WM Notes or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which, or to any person to whom, such an offer, solicitation or
sale is unlawful. The Exchange Offer has not been and will not be
registered under the Securities Act, or the securities laws of any
other jurisdiction, and, accordingly, the WM Notes will be subject
to transfer restrictions unless and until the WM Notes are
registered or exchanged for registered notes. The WM Notes will be
issued in reliance upon exemptions from, or in transactions not
subject to, registration under the Securities Act. The Exchange
Offer is being made only to, and the WM Notes will be offered for
exchange only to, holders of SRCL Notes who are (i) reasonably
believed to be “qualified institutional buyers” (as defined in Rule
144A under the Securities Act) in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act, and
(ii) outside the United States, persons who are not, and who are
not acting for the account or benefit of, “U.S. persons” (as
defined in Rule 902 under the Securities Act) in compliance with
Regulation S under the Securities Act. The WM Notes will not be
offered or sold in the United States or to U.S. persons (as defined
in Rule 902 under the Securities Act) unless the transaction is
registered under the Securities Act, an exemption from the
registration requirements of the Securities Act is available or the
transaction is not subject to registration under the Securities
Act.
The Exchange Offer and Consent Solicitation are being made only
pursuant to the Offering Memorandum. The Offering Memorandum and
other documents relating to the Exchange Offer and Consent
Solicitation will be distributed only to holders of SRCL Notes who
confirm that they are within the categories of eligible
participants in the Exchange Offer. None of WM, its directors or
officers, the dealer managers and solicitation agents, the exchange
agent, the information agent, the trustees for the WM Notes or the
SRCL Notes, their respective affiliates, or any other person is
making any recommendation as to whether holders should tender their
SRCL Notes in the Exchange Offer or consent to the proposed
amendments in the Consent Solicitation.
This press release, the Offering Memorandum and any other
offering material relating to the Exchange Offer are not being
made, and have not been approved, by an authorized person for the
purposes of Section 21 of the Financial Services and Markets Act
2000. Accordingly, this press release, the Offering Memorandum and
any other offering material relating to the Exchange Offer are only
being distributed to and are only directed at: (i) persons who are
outside the United Kingdom, (ii) persons in the United Kingdom who
have professional experience in matters relating to investments who
fall within the definition of investment professionals as defined
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”) or (iii)
high net worth entities and other persons who fall within Article
49(2)(a) to (d) of the Order (all such persons together being
referred to for purposes of this paragraph as “relevant persons”).
The WM Notes will only be available to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire such notes
will be engaged in only with, relevant persons. Any person who is
not a relevant person should not act or rely on the Offering
Memorandum or any of its contents and may not participate in the
Exchange Offer.
The complete terms and conditions of the Exchange Offer and
Consent Solicitation are set forth in the Offering Memorandum. The
Exchange Offer is only being made pursuant to the Offering
Memorandum. The Exchange Offer is not being made to holders of SRCL
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. Neither the Securities and Exchange
Commission nor any other regulatory body has registered,
recommended or approved of the WM Notes or passed upon the accuracy
or adequacy of the Offering Memorandum.
ABOUT WM
WM is North America’s leading provider of comprehensive
environmental solutions. Previously known as Waste Management and
based in Houston, Texas, WM is driven by commitments to put people
first and achieve success with integrity. WM, through its
subsidiaries, provides collection, recycling and disposal services
to millions of residential, commercial, industrial and municipal
customers throughout the U.S. and Canada. With innovative
infrastructure and capabilities in recycling, organics and
renewable energy, WM provides environmental solutions to and
collaborates with its customers in helping them achieve their
sustainability goals. WM has the largest disposal network and
collection fleet in North America, is the largest recycler of
post-consumer materials and is the leader in beneficial use of
landfill gas, with a growing network of renewable natural gas
plants and the most landfill gas-to-electricity plants in North
America. WM’s fleet includes more than 12,000 natural gas trucks –
the largest heavy-duty natural gas truck fleet of its kind in North
America.
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
WM’s most recent Annual Report on Form 10-K and subsequent reports
on Form 10-Q.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240910900441/en/
Waste Management
Analysts Ed Egl 713.265.1656 eegl@wm.com
Media Toni Werner media@wm.com
Waste Management (NYSE:WM)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Waste Management (NYSE:WM)
Historical Stock Chart
Von Dez 2023 bis Dez 2024
