Waste Management Announces Consideration for Cash Tender Offer

HOUSTON–(BUSINESS WIRE)–Waste Management, Inc. (NYSE:WM) announced today the consideration for
each series of notes subject to the previously announced cash tender
offer by Waste Management and its wholly owned subsidiary, Waste
Management Holdings, Inc. (“WMH”). The consideration was calculated by
the Dealer Managers at 2:00 p.m. New York City time today.

The consideration for each $1,000 principal amount of notes validly
tendered and accepted for payment pursuant to the tender offer is set
forth in the table below, determined in the manner described in the
Offer Documents by reference to the applicable fixed spread specified
for that series in the table below over the yield based on the bid side
price of the applicable U.S. Treasury Security specified in the table
below for that series. Holders whose notes are purchased will also
receive accrued and unpaid interest thereon from the applicable last
interest payment date up to, but not including, the settlement date,
which is expected to be May 23, 2019.

                               
Issuer

Title of
Security

CUSIP
Number

Principal Amount
Outstanding

Reference U.S.
Treasury
Security

Reference
U.S. Treasury
Security
Yield

Bloomberg
Reference
Page

Fixed
Spread

Consideration
WMH(1) 7.10% Notes due 2026 92929QAQ0 $304,378,000

2.375% U.S. Treasury due
May 15, 2029

2.416% FIT1 85 bps $1,243.83
WM 7.00% Senior Notes due 2028 902917AH6 $394,869,000

2.375% U.S. Treasury due
May 15, 2029

2.416% FIT1 95 bps $1,283.94
WM 7.375% Senior Notes due 2029 94106LAG4 $139,152,000

2.375% U.S. Treasury due
May 15, 2029

2.416% FIT1 100 bps $1,332.35
WM 7.75% Senior Notes due 2032 94106LAN9 $210,385,000

2.375% U.S. Treasury due
May 15, 2029

2.416% FIT1 110 bps $1,438.15

WM

6.125% Senior Notes due 2039 94106LAV1 $273,575,000

3.00% U.S. Treasury due
February 15, 2049

2.837% FIT1 115 bps $1,297.69

_______

(1)

 

WMH is a wholly owned subsidiary of Waste Management, Inc.
WMH has fully and unconditionally guaranteed all the senior notes
issued by Waste Management, Inc. and Waste Management, Inc. has
fully and unconditionally guaranteed the notes issued by WMH.

The offers are made pursuant to an Offer to Purchase dated May 14, 2019
and a related Letter of Transmittal and Notice of Guaranteed Delivery
(as amended or supplemented to date, the “Offer Documents”), which set
forth the terms and conditions of the tender offer.

The tender offer will expire at 5:00 p.m. New York City Time on May 20,
2019, unless extended. Holders of notes must validly tender and not
validly withdraw their notes before 5:00 p.m. New York City Time on the
expiration date, or comply with the guaranteed delivery procedures set
forth in the Offer Documents, to be eligible to receive the
consideration for each series of notes.

Waste Management has retained Deutsche Bank Securities Inc. and J.P.
Morgan Securities LLC to serve as the Dealer Managers for the tender
offer. Deutsche Bank Securities Inc. may be contacted at (866) 627-0391
(toll free) or (212) 250-2955 (collect), and J.P. Morgan Securities
LLC may be contacted at (866) 834-4666 (toll free) or (212) 834-3424
(collect).

Waste Management has also retained Global Bondholder Services
Corporation to serve as the Depositary and Information Agent for the
tender offer.

The tender offer is being made only pursuant to the terms and conditions
contained in the Offer to Purchase, Letter of Transmittal and Notice of
Guaranteed Delivery, copies of which may be obtained from Global
Bondholder Services Corporation by telephone at (866) 470-3700
(toll-free) or for banks and brokers, at (212) 430-3774 (Banks and
Brokers Only) or in writing at Global Bondholder Services
Corporation, 65 Broadway, Suite 404, New York, New York 10006.

Copies of the Offer to Purchase, Letter of Transmittal and Notice of
Guaranteed Delivery are also available at the following web address: https://gbsc-usa.com/registration/wm

This press release is neither an offer to purchase nor a solicitation of
an offer to sell any notes in the tender offer.

None of Waste Management, Inc., WMH, their respective boards of
directors or officers, the Dealer Managers, the Depositary or the
Information Agent makes any recommendation to any holder of notes
whether to tender or refrain from tendering any or all of such holder’s
notes, and none of them have authorized any person to make any such
recommendation.

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 our Annual Report on
Form 10-K for the year ended December 31, 2018, and our Quarterly Report
on Form 10-Q for the period ended March 31, 2019.

About Waste Management

Waste Management, based in Houston, Texas, is the leading provider of
comprehensive waste management environmental services in North America.
Through its subsidiaries, the company provides collection, transfer,
disposal services, and recycling and resource recovery. It is also a
leading developer, operator and owner of landfill gas-to-energy
facilities in the United States. The company’s customers include
residential, commercial, industrial, and municipal customers
throughout North America.

Contacts

Waste Management

Analysts
Ed Egl
713.265.1656
[email protected]

Media
Tiffiany Moehring
720.346.5372
[email protected]

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