Waste Management, Inc. (NYSE: WM) (“WM” or the “Company”) today
announced that it has priced a public offering of $5,200,000,000
aggregate principal amount of senior notes under an effective shelf
registration statement previously filed with the Securities and
Exchange Commission (the “SEC”), as follows:
- $1,000,000,000 aggregate principal amount of 4.500% senior
notes due March 15, 2028;
- $700,000,000 aggregate principal amount of 4.650% senior notes
due March 15, 2030;
- $750,000,000 aggregate principal amount of 4.800% senior notes
due March 15, 2032;
- $1,500,000,000 aggregate principal amount of 4.950% senior
notes due March 15, 2035; and
- $1,250,000,000 aggregate principal amount of 5.350% senior
notes due October 15, 2054.
The notes will be fully and unconditionally guaranteed by the
Company’s wholly owned subsidiary, Waste Management Holdings, Inc.
The notes have been assigned ratings of A- by Standard &
Poor’s, A- by Fitch and A3 by Moody’s.
The offering is expected to close on November 4, 2024, subject
to the satisfaction of closing conditions. The Company has elected
to draw $5.2 billion principal amount of borrowings under its
delayed draw Term Credit Agreement, dated as of August 28, 2024
(the “Term Credit Agreement”). The Company intends to fund
consideration for the previously announced merger of Stag Merger
Sub Inc., an indirect wholly-owned subsidiary of the Company
(“Merger Sub”) with and into Stericycle Inc., a Delaware
corporation (“Stericycle”) pursuant to the Agreement and Plan of
Merger, dated as of June 3, 2024, among the Company, Merger Sub and
Stericycle (the “Merger”) and to pay related fees and expenses with
borrowings under the Term Credit Agreement, together with
borrowings under the Company’s commercial paper program and cash on
hand. The Company intends to use the net proceeds from the offering
of the notes to repay such borrowings under its Term Credit
Agreement upon completion of the Merger. Consummation of the
offering is not contingent on the completion of the Merger. If for
any reason the Merger is not consummated, the Company intends to
use the net proceeds from the offering for general corporate
purposes, which may include (but is not limited to) (i) the
repayment or redemption of the Company’s senior notes, (ii) the
funding of acquisitions and, (iii) upon the Company’s return to
target leverage ratios, share repurchases. If the Merger is not
consummated, the Company’s management team will retain broad
discretion as to the allocation of the net proceeds of the
offering. Pending application of the net proceeds of the offering
for the foregoing purposes, the Company may use the net proceeds to
repay any current or future borrowings under the Company’s
commercial paper program used to pay the consideration for the
Merger and for working capital, which is fully supported by the
Company’s $3.5 billion revolving credit facility, for short-term
investments or for general corporate purposes.
J.P. Morgan Securities LLC, Barclays Capital Inc., Deutsche Bank
Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA
LLC and Scotia Capital (USA) Inc. are acting as Joint Bookrunners.
In addition, BNP Paribas Securities Corp., MUFG Securities
Americas, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC,
SMBC Nikko Securities America, Inc., Truist Securities, Inc., U.S.
Bancorp Investments, Inc., Wells Fargo Securities, LLC, Academy
Securities, Inc., Loop Capital Markets LLC, Blaylock Van, LLC,
Mischler Financial Group, Inc. and Stern Brothers & Co. are
acting as co-managers of the offering. Copies of the final
prospectus supplement and related prospectus for the offering may
be obtained by visiting EDGAR on the SEC website at www.sec.gov or,
upon request, from any of the joint book-running managers at: J.P.
Morgan Securities LLC, by mail: Attn: Investment Grade Syndicate
Desk, 383 Madison Avenue, New York, NY 10179 or by phone at
1-212-834-4533; Barclays Capital Inc., by mail: c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
by phone at 1-888-603-5847 or by email at
barclaysprospectus@broadridge.com; Deutsche Bank Securities Inc.,
by mail: Attn: Prospectus Group, 1 Columbus Circle, New York, NY
10019, by phone at 1-800-503-4611 or by email at
prospectus.CPDG@db.com; Goldman Sachs & Co. LLC, by mail: Attn:
Prospectus Department, 200 West Street, New York, NY 10282, by
phone at 1-866-471-2526 or by email at
prospectus-ny@ny.email.gs.com; Mizuho Securities USA LLC, by mail
Attn: Debt Capital Markets, 1271 Avenue of the Americas, New York,
NY 10020 or by phone at 1-866-271-7403; or Scotia Capital (USA)
Inc., by mail: 250 Vesey Street, New York, NY 10281 or by phone at
1-800-372-3930.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy the notes described herein, nor
shall there be any sale of these notes 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. The notes will be offered only by means of a
prospectus, including the prospectus supplement relating to the
notes, and any free writing prospectus prepared by or on behalf of
us, each of which meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. A securities rating is not a
recommendation to buy, sell or hold securities and may be subject
to revision, suspension or withdrawal at any time. Each credit
rating should be evaluated independently of any other credit
rating.
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 a 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 the Company’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/20241030176057/en/
Waste Management
Analysts Ed Egl 713.265.1656 eegl@wm.com
Media Toni Werner media@wm.com
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