WM Announces Further Extension of Private Exchange Offer and Consent Solicitation for any and all of Stericycle, Inc.'s $500 million Outstanding 3.875% Senior Notes Due 2029
Waste Management (WM) has extended its private exchange offer and consent solicitation for Stericycle's $500 million 3.875% Senior Notes due 2029. The expiration date has been moved from October 31 to November 5, 2024. As of October 31, approximately 97.08% ($485,416,000) of Stericycle Notes had been validly tendered. The withdrawal deadline has passed, and notes tendered after September 23, 2024, cannot be withdrawn. The proposed amendments will become operative on the settlement date, expected three business days after the amended expiration date, and no earlier than WM's pending acquisition of Stericycle.
Waste Management (WM) ha esteso la sua offerta di scambio privata e la sollecitazione di consenso per le Note Senior 3,875% di Stericycle da 500 milioni di dollari, in scadenza nel 2029. La data di scadenza è stata spostata dal 31 ottobre al 5 novembre 2024. A partire dal 31 ottobre, circa il 97,08% (485.416.000 dollari) delle note di Stericycle erano state valide effettuate. Il termine per il ritiro è scaduto e le note presentate dopo il 23 settembre 2024 non possono essere ritirate. Le modifiche proposte diventeranno operative alla data di regolamento, prevista tre giorni lavorativi dopo la scadenza modificata e non prima dell'acquisizione in corso da parte di WM di Stericycle.
Waste Management (WM) ha ampliado su oferta de intercambio privado y la solicitud de consentimiento para las Notas Senior de Stericycle de $500 millones al 3.875% con vencimiento en 2029. La fecha de vencimiento se ha trasladado del 31 de octubre al 5 de noviembre de 2024. A partir del 31 de octubre, aproximadamente el 97.08% ($485,416,000) de las Notas de Stericycle se habían presentado válidamente. La fecha límite para la retirada ha pasado, y las notas presentadas después del 23 de septiembre de 2024 no pueden ser retiradas. Las enmiendas propuestas entrarán en vigor en la fecha de liquidación, que se espera sea tres días hábiles después de la fecha de vencimiento enmendada y no antes de que WM complete la adquisición de Stericycle.
Waste Management (WM)은 Stericycle의 2029년 만기 3.875% 채권 5억 달러에 대한 개인 교환 제안 및 동의 요청을 연장했습니다. 만료일이 10월 31일에서 2024년 11월 5일로 변경되었습니다. 10월 31일 기준으로 약 97.08% (4억 8,541만 6천 달러)의 Stericycle 채권이 유효하게 제출되었습니다. 철회 마감일이 지난 상태이며, 2024년 9월 23일 이후 제출된 채권은 철회할 수 없습니다. 제안된 수정 사항은 정산일에 발효되며, 이는 수정된 만료일로부터 3영업일 후에 예상되며 WM이 Stericycle를 인수하기 전에 발효되지 않습니다.
Waste Management (WM) a prolongé son offre d'échange privée et sa sollicitation de consentement pour les Notes Senior de Stericycle de 500 millions de dollars à 3,875% arrivant à échéance en 2029. La date d'expiration a été déplacée du 31 octobre au 5 novembre 2024. Au 31 octobre, environ 97,08% (485 416 000 dollars) des Notes Stericycle avaient été valablement soumises. La date limite de retrait est désormais dépassée, et les notes soumises après le 23 septembre 2024 ne peuvent pas être retirées. Les modifications proposées entreront en vigueur à la date de règlement, qui est prévue trois jours ouvrables après la date d'expiration amendée, et pas avant que WM n'acquière Stericycle.
Waste Management (WM) hat sein privates Austauschangebot und die Einholung der Zustimmung für die Senior Notes von Stericycle im Wert von 500 Millionen USD mit 3,875% Fälligkeit 2029 verlängert. Das Ablaufdatum wurde vom 31. Oktober auf den 5. November 2024 verschoben. Am 31. Oktober waren etwa 97,08% (485.416.000 USD) der Stericycle-Noten gültig angeboten worden. Die Frist für den Rückzug ist abgelaufen, und Noten, die nach dem 23. September 2024 angeboten werden, können nicht zurückgezogen werden. Die vorgeschlagenen Änderungen treten am Abrechnungstag in Kraft, der voraussichtlich drei Geschäftstage nach dem geänderten Ablaufdatum erfolgt und nicht vor der laufenden Übernahme von Stericycle durch WM.
- High acceptance rate with 97.08% of notes tendered
- Required consents received for proposed amendments
- None.
Insights
WM hereby extends the expiration date of the Exchange Offer and Consent Solicitation from 5:00 p.m.,
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.,
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 Exchange Offer and Consent Solicitation are being made only pursuant to the Offering Memorandum, as amended by WM’s press release issued on October 8, 2024 and as further 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, WM’s press release issued on October 8, 2024, 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
The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the Offering Memorandum, as amended by WM’s press release issued on October 8, 2024 and as further amended hereby. The Exchange Offer is only being made pursuant to the Offering Memorandum, as amended by WM’s press release issued on October 8, 2024 and as further 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
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/20241031241725/en/
Waste Management
Analysts
Ed Egl
713.265.1656
eegl@wm.com
Media
Toni Werner
media@wm.com
Source: Waste Management, Inc.
FAQ
What is the new expiration date for WM's exchange offer of Stericycle notes?
How many Stericycle notes have been tendered in WM's exchange offer?