Waste Management Announces Pricing of $4 Billion Senior Notes

Waste Management, Inc. (NYSE: WM) today announced that it has priced a $4 billion aggregate public offering of senior notes under an effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”), as follows:

• $750,000,000 aggregate principal amount of 2.950% senior notes due June 15, 2024;
• $750,000,000 aggregate principal amount of 3.200% senior notes due June 15, 2026;
• $1,000,000,000 aggregate principal amount of 3.450% senior notes due June 15, 2029;
• $500,000,000 aggregate principal amount of 4.000% senior notes due July 15, 2039; and
• $1,000,000,000 aggregate principal amount of 4.150% senior notes due July 15, 2049.

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, BBB+ by Fitch and Baa1 by Moody’s.

The offering is expected to close on May 22, 2019, subject to the satisfaction of closing conditions. The company intends to use the net proceeds from the offering to pay a portion of the consideration for the previously announced acquisition of Advanced Disposal Services, Inc. and related fees and expenses, to fund a previously announced tender offer to purchase for cash certain senior notes issued by Waste Management, Inc. and Waste Management Holdings, Inc. and for general corporate purposes. However, under specified circumstances, if the acquisition of Advanced Disposal Services, Inc. is not consummated on or prior to July 14, 2020, the company will be required to redeem all of the outstanding 2024 notes, 2026 notes, 2029 notes and 2039 notes at a redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering. In addition, MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., Academy Securities, Inc., BNY Mellon Capital Markets, LLC, Comerica Securities, Inc., MFR Securities, Inc. and Siebert Cisneros Shank & Co., L.L.C. are acting as co-managers of the offering. Copies of the final prospectus supplement and related prospectus for this 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: (1) Credit Suisse Securities (USA) LLC; By mail: Attn: Prospectus Department, Eleven Madison Avenue, 3rd floor, New York, NY 10010; By phone: [phone]; (2) Deutsche Bank Securities Inc.; By mail: Attn: Prospectus Group, 60 Wall Street, New York, NY 10005; By phone: [phone]; (3) Goldman Sachs & Co. LLC; By mail: Attn: Prospectus Department, 200 West Street, New York, NY 10282; By phone: [phone]; (4) J.P. Morgan Securities LLC; By mail: Attn: Investment Grade Syndicate Desk, 3^rd Floor, 383 Madison Avenue, New York, New York, 10179; By phone: collect at 1-212-834-4533; or (5) Mizuho Securities USA LLC; By mail: Attn: Debt Capital Markets, 320 Park Avenue, New York, NY 10022; By phone: [phone].