Waste Management, Inc., a Delaware corporation (NYSE: WM)
(“WM”), announced today that it has received, on behalf of
Stericycle, Inc., a Delaware corporation (“SRCL”), the requisite
consents to amend the 3.875% Senior Notes due 2029 (the “SRCL
Notes”) issued by SRCL and the indenture governing the SRCL Notes
(the “SRCL Indenture”) to eliminate substantially all of the
restrictive covenants and events of default, other than
payment-related, guarantee-related and bankruptcy-related events of
default (collectively, the “Proposed Amendments”), based on the
early tender results in connection with WM’s previously announced
(i) private offer to exchange (the “Exchange Offer”) any and all of
the $500 million aggregate principal amount outstanding of SRCL
Notes held by eligible holders for a series of new notes to be
issued by WM (the “WM Notes”), and (ii) WM’s related solicitation
of consents, on behalf of SRCL (the “Consent Solicitation”), to
adopt the Proposed Amendments, pursuant to the terms and subject to
the conditions set forth in an exchange offer memorandum and
consent solicitation statement, dated September 10, 2024 (the
“Offering Memorandum”).
As of 5:00 p.m., New York City time, on September 23, 2024 (the
“Early Tender Deadline”), $474,581,000 in aggregate principal
amount of SRCL Notes, representing approximately 94.92% of the
aggregate principal amount of SRCL Notes outstanding, had been
validly tendered and not validly withdrawn (and consents thereby
validly given and not validly revoked). SRCL Notes validly
tendered, and not validly withdrawn, by the Early Tender Deadline
may no longer be withdrawn, and related consents validly delivered
and not validly revoked, by the Early Tender Deadline may no longer
be revoked (except in certain limited circumstances where
additional withdrawal rights are required by law).
WM intends for SRCL and the trustee for the SRCL Indenture to
execute and deliver a supplemental indenture to amend the SRCL
Indenture giving effect to the Proposed Amendments. However, the
Proposed Amendments will only become operative on the settlement
date of the Exchange Offer, which is expected to occur on or about
the third business day after the Expiration Date (as defined
below), unless WM extends or terminates the Exchange Offer (such
date and time, as the same may be extended, the “Settlement Date”),
and no earlier than 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 (the “Transaction”).
For each $1,000 principal amount of SRCL Notes validly tendered
in the Exchange Offer, not validly withdrawn by the Early Tender
Deadline and accepted for exchange, the eligible holder of such
SRCL Notes will receive WM Notes in an equal principal amount as
the tendered SRCL Notes and cash consideration of approximately
$2.63 per $1,000 principal amount of SRCL Notes (the “Cash
Consideration” and, together with such amount of WM Notes, the
“Total Exchange Consideration”). 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.
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”).
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”). 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.
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 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 consummation
of the Transaction. Other than the consummation of the Transaction
(without which the Exchange Offer will not be consummated, neither
the Exchange Consideration nor the Total Exchange Consideration
will be paid, nor will the Proposed Amendments take effect), 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 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 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 SRCL Notes, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240923696653/en/
Analysts Ed Egl 713.265.1656 eegl@wm.com
Media Toni Werner media@wm.com
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