Waste Management, Inc., a Delaware corporation (NYSE: WM)
(“WM”), announced today that it has extended the expiration date of
its previously announced 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 “Stericycle
Notes”) issued by Stericycle, Inc., a Delaware corporation
(“Stericycle”), held by eligible holders, for a series of new notes
to be issued by WM (the “WM Notes”) and related solicitation of
consents on behalf of Stericycle (the “Consent Solicitation”) to
adopt certain proposed amendments (the “Proposed Amendments”) to
the indenture governing the Stericycle Notes (the “Stericycle
Indenture”).
WM hereby extends the expiration date of the Exchange Offer and
Consent Solicitation, which was originally scheduled to be 5:00
p.m., New York City time, on October 8, 2024 (the "Original
Expiration Date"), to 5:00 p.m., New York City time, on October 31,
2024 (as the same may be further extended, the "Amended Expiration
Date"). The withdrawal deadline remains unchanged and has passed.
As a result, any Stericycle Notes tendered after 5:00 p.m., New
York City time, on September 23, 2024 (the “Early Tender Deadline”)
and on or prior to the Amended Expiration Date may not be withdrawn
and the related consents delivered in the Consent Solicitation may
not be revoked, except in certain limited circumstances where
additional withdrawal rights are required by law.
As of the Early Tender Deadline, the requisite number of
consents were received to adopt the Proposed Amendments. WM intends
for Stericycle and the trustee for the Stericycle Indenture to
execute and deliver a supplemental indenture to amend the
Stericycle 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 Amended Expiration
Date, 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 WM’s previously announced
pending acquisition of Stericycle (the “Transaction”). As a result,
the Amended Expiration Date may be further extended by WM in its
sole discretion.
As of 5:00 p.m., New York City time, on October 8, 2024,
$485,255,000 in aggregate principal amount of SRCL Notes,
representing approximately 97.05% 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).
Except for the extensions described above, all other terms and
conditions of the Exchange Offer and Consent Solicitation set forth
in the exchange offer memorandum and consent solicitation
statement, dated September 10, 2024 (the "Offering Memorandum"),
copies of which were made available to eligible holders, remain
unchanged.
Other than the consummation of the Transaction (without which
the Exchange Offer will not be consummated), 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 Stericycle
Notes who satisfy the eligibility conditions described under
“Disclaimer” below. Holders of Stericycle 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 Stericycle Notes.
Holders of Stericycle Notes are advised to check with any bank,
securities broker or other intermediary through which they hold
Stericycle 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 Stericycle 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, as amended hereby. The
Offering Memorandum and other documents relating to the Exchange
Offer and Consent Solicitation will be distributed only to holders
of Stericycle 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 Stericycle Notes, their respective affiliates, or any
other person is making any recommendation as to whether holders
should tender their Stericycle 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, as
amended hereby. The Exchange Offer is only being made pursuant to
the Offering Memorandum, as amended hereby. The Exchange Offer is
not being made to holders of Stericycle 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, including all statements regarding
the consummation and timing of the pending acquisition of
Stericycle and the consummation and timing of the Exchange Offer
and Consent Solicitation. 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/20241008439786/en/
Analysts Ed Egl 713.265.1656 eegl@wm.com Media
Toni Werner media@wm.com
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