PHOENIX, June 20, 2016 Republic Services, Inc.
("Republic") (NYSE: RSG) today announced that it has priced its
cash tender offers to purchase up to $600
million combined aggregate principal amount (the "Tender
Cap") of the Notes identified in the table below (collectively, the
"Notes"). The terms and conditions of the tender offers are
described in the Offer to Purchase, dated June 6, 2016 (the "Offer to Purchase"), and the
related Letter of Transmittal and remain unchanged except as
modified by Republic's press release earlier today that increased
the Tender Cap from $500 million to
$600 million.
The Total Consideration for each series of Notes is based on the
applicable reference yield plus a fixed spread, in each case as set
forth in the table below, and is payable to holders of the Notes
who validly tendered and did not validly withdraw their Notes at or
prior to 5:00 p.m. ET on June 17, 2016 (the "Early Tender Time"), and
whose Notes are accepted for purchase. The reference yields listed
in the table below were determined at 2:00
p.m. ET on June 20, 2016, by
the Dealer Managers (identified below). The Total Consideration for
each series of Notes includes an Early Tender Payment of
$50 per $1,000 principal amount of Notes validly tendered
and not validly withdrawn by such holders at or prior to the Early
Tender Time and accepted for purchase. Holders of Notes who validly
tender their Notes after the Early Tender Time but at or prior to
11:59 p.m. ET on July 1, 2016 (the "Expiration Time"), and whose
Notes are accepted for purchase will receive the applicable Tender
Offer Consideration, which is equal to the applicable Total
Consideration minus the Early Tender Payment.
Title
of
Security
|
|
CUSIP
|
|
Issuer
|
|
Principal
Amount
Outstanding
|
|
Acceptance
Priority
Level
|
|
U.S.
Treasury Reference
Security
|
|
Reference
Yield
|
|
Fixed
Spread
(Basis
Points)
|
|
Total
Consideration*
|
|
Tender
Offer
Consideration
|
6.200%
Notes due March 1, 2040
|
|
760759AJ9 and 760759AK6
|
|
Republic
Services, Inc.
|
|
$650,000,000
|
|
1
|
|
2.5%
U.S. Treasury
due 02/15/2046
|
|
2.479%
|
|
150
|
|
$1,338.33
|
|
$1,288.33
|
5.700%
Notes due May 15, 2041
|
|
760759AN0
|
|
Republic
Services, Inc.
|
|
$600,000,000
|
|
2
|
|
2.5%
U.S. Treasury
due 02/15/2046
|
|
2.479%
|
|
145
|
|
$1,276.00
|
|
$1,226.00
|
7.400%
Debentures due September 15, 2035
|
|
115885AK1
|
|
Browning-Ferris Industries, LLC
|
|
$165,200,000
|
|
3
|
|
2.5%
U.S. Treasury
due 02/15/2046
|
|
2.479%
|
|
170
|
|
$1,422.21
|
|
$1,372.21
|
6.086%
Notes due March 15, 2035
|
|
760759AF7
|
|
Republic
Services, Inc.
|
|
$275,674,000
|
|
4
|
|
2.5%
U.S. Treasury
due 02/15/2046
|
|
2.479%
|
|
150
|
|
$1,275.94
|
|
$1,225.94
|
*
The Total Consideration includes an Early Tender Payment of $50 per
$1,000 principal amount of Notes.
|
Holders whose Notes are accepted for purchase pursuant to the
tender offers will also receive accrued and unpaid interest on
their purchased Notes from the last interest payment date for such
Notes to, but not including, the Settlement Date. Subject to the
terms and conditions of the tender offers, the Settlement Date will
follow promptly after the Expiration Time and currently is expected
to be July 5, 2016.
Republic previously announced that the total aggregate principal
amount of Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Time was approximately $575 million, including $249,468,000 of 6.200% Notes due 2040,
$214,330,000 of 5.700% Notes due
2041, $17,215,000 of 7.400%
Debentures due 2035 and $93,782,000
of 6.086% Notes due 2035. Depending on the amounts of Notes
tendered at the Expiration Time, Republic may not purchase Notes
with Acceptance Priority Levels 2, 3 or 4. The amounts of each
series of Notes that are ultimately purchased in the tender offers
will be determined in accordance with the Tender Cap, the
Acceptance Priority Levels and the proration procedures described
in the Offer to Purchase. As a result, a holder who validly tenders
Notes pursuant to the tender offers may have all or a portion of
its Notes returned to it, and the amount of Notes returned will
depend on the overall level of participation of holders in the
tender offers.
The tender offers may be amended, extended, terminated or
withdrawn in whole or with respect to one or more series of Notes.
The tender offers are not conditioned upon any minimum amount of
Notes being tendered but are subject to the satisfaction or waiver
of certain conditions, including Republic obtaining available funds
through a debt financing to pay for all Notes accepted for purchase
in the tender offers on terms and conditions acceptable to
Republic, in its sole discretion.
Republic has retained Barclays Capital, BofA Merrill Lynch and
J.P. Morgan to serve as the Dealer Managers for the tender offers.
Barclays Capital may be contacted at (800) 438-3242 (toll free) or
(212) 528-7581 (collect), BofA Merrill Lynch may be contacted at
(888) 292-0070 (toll free) or (980) 387-3907 (collect) and J.P.
Morgan may be contacted at (866) 834-4666 (toll free) or (212)
834-3424 (collect). Republic has also retained Global Bondholder
Services Company as Tender Agent and Information Agent.
This press release is not an offer to purchase or a solicitation
of offers to sell any securities, which may be made only pursuant
to the terms of the Offer to Purchase and the Letter of
Transmittal.The tender offers do not constitute an offer to
purchase Notes in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such offer or
solicitation under applicable securities or blue sky laws. None of
Republic, the Tender Agent, the Information Agent, any of the
Dealer Managers or the trustee for the applicable series of Notes
is making any recommendation as to whether holders should tender
Notes in the tender offers.
About Republic Services:
Republic Services, Inc.
(NYSE: RSG) is an industry leader in U.S. recycling and
non-hazardous solid waste. Through its subsidiaries, Republic's
collection companies, recycling centers, transfer stations and
landfills focus on providing effective solutions to make proper
waste disposal effortless for their commercial, industrial,
municipal, residential and oilfield customers. We'll handle it
from here.™, the brand's tagline, lets
customers know they can count on Republic to provide a superior
experience while fostering a sustainable Blue Planet™ for
future generations to enjoy a cleaner, safer and healthier
world.
Information Regarding Forward Looking Statements:
The
disclosures in this press release include "forward looking
statements" within the meaning of the federal securities laws
concerning the proposed tender offers. The terms of, and Republic's
ability to complete, such transactions will depend upon prevailing
market conditions and other factors. The forward-looking statements
are subject to these and other risks and uncertainties that could
cause actual results to differ materially from future results
expressed or implied by such forward-looking statements.
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SOURCE Republic Services, Inc.