What was the total cost of the Stericycle acquisition for Waste Management?

The aggregate consideration used by Waste Management to consummate the merger was approximately $7.2 billion, net of cash acquired. This amount includes the assumption of $0.5 billion of Stericycle's debt and the repayment of approximately $0.8 billion of net debt.

How was the Stericycle acquisition financed by Waste Management?

The acquisition was funded through borrowings under Waste Management's delayed draw term credit agreement, borrowings under its commercial paper program, and cash on hand.

What happens to Stericycle's existing debt as a result of the merger?

Waste Management assumed $0.5 billion of Stericycle's debt and repaid approximately $0.8 billion of net debt. Additionally, Waste Management has been conducting an exchange offer and consent solicitation for Stericycle's 3.875% Senior Notes due 2029, with settlement expected around November 8, 2024.

How were Stericycle shareholders and option holders treated in the merger?

Stericycle common stock shareholders received $62.00 per share in cash. Fully vested Stericycle stock options with an exercise price below $62.00 were cancelled and converted into a cash payment equal to the difference between the merger consideration and the exercise price. Options with an exercise price at or above $62.00 were cancelled for no consideration. Certain Stericycle RSUs held by continuing employees were converted into WM RSUs, while others held by terminated employees were cashed out.

WM 8-K: Acquisitions & Dispositions & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed November 4, 2024. Cited figures are marked; the original filing is the authoritative source.

Waste Management, Inc. (WM) has officially completed its acquisition of Stericycle, Inc. (SRCL) through a merger that closed on November 4, 2024.

This transaction, initially announced on June 3, 2024, involved Stericycle merging with WM's subsidiary, Stag Merger Sub Inc., with Stericycle continuing as a wholly owned indirect subsidiary of Waste Management. The acquisition was structured as an all-cash transaction, with Stericycle shareholders receiving $62.00^a per share. This marks a significant strategic move for Waste Management, expanding its operational footprint and market presence.

The aggregate consideration for the merger was approximately $7.2 billion^b, net of cash acquired. This amount includes the assumption of $0.5 billion of Stericycle's debt and the repayment of $0.8 billion of net debt.

The funding for this acquisition was secured through a combination of borrowings under WM's delayed draw term credit agreement, its commercial paper program, and existing cash reserves. The completion of the merger also triggers the settlement of Stericycle's outstanding 3.875%^c Senior Notes due 2029, with settlement expected around November 8, 2024.

02—Key points

Key Highlights

Waste Management, Inc. (WM) has successfully completed the acquisition of Stericycle, Inc. (SRCL) as of November 4, 2024.
Stericycle shareholders received $62.00 per share in cash for their shares, totaling approximately $7.2 billion in aggregate consideration (net of cash acquired).
The acquisition was funded through a mix of new debt under WM's credit facilities, its commercial paper program, and cash on hand.
Stericycle's outstanding 3.875% Senior Notes due 2029 are subject to an exchange offer and consent solicitation, with settlement anticipated around November 8, 2024.
Outstanding Stericycle stock options were either cashed out or cancelled, while certain Stericycle Restricted Stock Units (RSUs) were converted into WM restricted stock units, with others cashed out.
This acquisition is a significant strategic step for Waste Management, integrating Stericycle's operations into its business.

03—Questions

Frequently Asked Questions

What was the total cost of the Stericycle acquisition for Waste Management?
The aggregate consideration used by Waste Management to consummate the merger was approximately $7.2 billion, net of cash acquired. This amount includes the assumption of $0.5 billion of Stericycle's debt and the repayment of approximately $0.8 billion of net debt.
How was the Stericycle acquisition financed by Waste Management?
The acquisition was funded through borrowings under Waste Management's delayed draw term credit agreement, borrowings under its commercial paper program, and cash on hand.
What happens to Stericycle's existing debt as a result of the merger?
Waste Management assumed $0.5 billion of Stericycle's debt and repaid approximately $0.8 billion of net debt. Additionally, Waste Management has been conducting an exchange offer and consent solicitation for Stericycle's 3.875% Senior Notes due 2029, with settlement expected around November 8, 2024.
How were Stericycle shareholders and option holders treated in the merger?
Stericycle common stock shareholders received $62.00 per share in cash. Fully vested Stericycle stock options with an exercise price below $62.00 were cancelled and converted into a cash payment equal to the difference between the merger consideration and the exercise price. Options with an exercise price at or above $62.00 were cancelled for no consideration. Certain Stericycle RSUs held by continuing employees were converted into WM RSUs, while others held by terminated employees were cashed out.

04—Continue

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