8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 18, 2015
Waste Management, Inc.
(Exact name of Registrant as Specified in its Charter)
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| Delaware |
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1-12154 |
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73-1309529 |
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of Incorporation) |
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(Commission File Number) |
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(I.R.S. employer
identification number) |
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| 1001 Fannin, Suite 4000
Houston, Texas |
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77002 |
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(Zip Code) |
Registrant’s Telephone number, including area code: (713) 512-6200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
Attached is a press release issued by Waste Management, Inc. (the “Company”) announcing the commencement of a tender offer (the
“Tender Offer”), consisting of an offer by the Company to purchase for cash any and all of its outstanding 7.00% Senior Notes due 2028, 7.375% Senior Notes due 2029, 7.75% Senior Notes due 2032 and 6.125% Senior Notes due 2039 and an offer
by Waste Management Holdings, Inc., a wholly owned subsidiary of the Company, to purchase for cash any and all of its outstanding 7.10% Notes due 2026, in each case together with any related guarantees. The Tender Offer is subject to the terms and
conditions set forth in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery dated February 18, 2015, relating thereto.
The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the
Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such
filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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| 99.1 |
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Press Release dated February 18, 2015, issued by Waste Management, Inc. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
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WASTE MANAGEMENT, INC. |
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| Date: February 18, 2015 |
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By: |
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/s/ Barry H. Caldwell |
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Name: |
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Barry H. Caldwell |
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Title: |
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Senior Vice President, Corporate Affairs
Chief Legal Officer |
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Exhibit Index
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Exhibit
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Description |
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| 99.1 |
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Press Release dated February 18, 2015, issued by Waste Management, Inc. |
4
EX-99.1
FOR IMMEDIATE RELEASE
Waste Management Announces Cash Tender Offer
HOUSTON
— February 18, 2015 — Waste Management, Inc. (NYSE:WM) announced today that, together with its wholly owned subsidiary, Waste Management Holdings, Inc. (“WMH”), it has commenced a cash tender offer to purchase any and
all of the outstanding aggregate principal amount of the senior notes listed below.
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| Issuer |
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Title of Security |
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CUSIP
Number |
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Principal
Amount
Outstanding |
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Reference U.S.
Treasury Security |
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Bloomberg
Reference
Page |
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Fixed
Spread |
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Hypothetical
Consideration(1) |
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| WMH (2) |
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7.10% Notes due 2026 |
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92929QAQ0 |
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$ |
448,975,000 |
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2.00% U.S. Treasury due February 15, 2025 |
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FIT1 |
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125 bps |
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$ |
1,350.86 |
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| WM |
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7.00% Senior Notes due 2028 |
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902917AH6 |
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$ |
577,205,000 |
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2.00% U.S. Treasury due February 15, 2025 |
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FIT1 |
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155 bps |
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$ |
1,349.09 |
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| WM |
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7.375% Senior Notes due 2029 |
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94106LAG4 |
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$ |
222,930,000 |
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2.00% U.S. Treasury due February 15, 2025 |
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FIT1 |
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160 bps |
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$ |
1,400.10 |
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| WM |
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7.75% Senior Notes due 2032 |
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94106LAN9 |
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$ |
496,000,000 |
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3.00% U.S. Treasury due November 15, 2044 |
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FIT1 |
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100 bps |
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$ |
1,510.24 |
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| WM |
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6.125% Senior Notes due 2039 |
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94106LAV1 |
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$ |
600,000,000 |
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3.00% U.S. Treasury due November 15, 2044 |
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FIT1 |
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115 bps |
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$ |
1,358.61 |
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| (1) |
Per $1,000 principal amount of Notes, assuming that the yield to maturity of the applicable U.S. Treasury reference security had been measured at 2:00 p.m., New York City time, on February 17, 2015 and assuming a
hypothetical settlement date of February 27, 2015. |
| (2) |
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 today and a related Letter of Transmittal
and Notice of Guaranteed Delivery, which set forth the terms and conditions of the tender offer. As of February 17, 2015, the amount outstanding of the notes in the aggregate is $2.345 billion.
The consideration per each $1,000 principal amount of notes validly tendered and accepted for payment pursuant to the tender offer will be determined in the
manner described in the Offer to Purchase by reference to the applicable fixed spread specified for the series in the table above over the yield based on the bid side price of the applicable U.S. Treasury Security specified above for each series of
notes, as calculated by the dealer managers at 2:00 p.m., New York City time, on February 24, 2015. 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.
The tender offer will expire at 5:00 p.m. New York City Time on February 24, 2015, 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 tender offer expiration date to be eligible to receive the consideration for each series of notes.
The offer for each series of notes is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by
Waste Management on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to Waste Management. No offer is conditioned upon any minimum amount of notes being tendered or the consummation of
any other offer. Each offer may be amended, extended, terminated or withdrawn separately.
Exhibit 99.1
FOR MORE INFORMATION
Waste Management
Web site
www.wm.com
Analysts
Ed Egl
713.265.1656
eegl@wm.com
Media
Toni Beck
713.394-5093
tbeck3@wm.com
Waste Management has retained Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan
Securities LLC and Credit Suisse Securities (USA) 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), Goldman, Sachs &
Co. may be contacted at (800) 828-3182 (toll free) or (212) 902-6941 (collect) and J.P. Morgan Securities LLC may be contacted at (866) 834-4666 (toll free) or (212) 834-4811 (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 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: http://www.gbsc-usa.com/WM/
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the tender offer. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall
there be any sale of the securities issued in such offering 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. Any such
securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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 most recent
Annual Report on Form 10-K.
ABOUT WASTE MANAGEMENT
Waste Management, Inc., based in Houston, Texas, is the leading provider of comprehensive waste management services in North America. Through its subsidiaries,
the company provides collection, transfer, recycling and resource recovery, and disposal services. 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. To learn more information about Waste Management visit www.wm.com or www.thinkgreen.com.
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