Republic Services Announces Early Results of and Amendment to Tender Offer
September 14 2009 - 9:40PM
PR Newswire (US)
PHOENIX, Sept. 14 /PRNewswire-FirstCall/ -- Republic Services, Inc.
(NYSE: RSG) announced today that it and its subsidiary, Allied
Waste North America, Inc. (the "Offerors"), as of 5:00 p.m., New
York City time, today (such date and time is referred to as the
"Early Participation Date" in the Offer to Purchase dated August
31, 2009 (the "Offer to Purchase")), have received tenders for
notes listed in the table below (the "Notes") pursuant to the
previously announced cash tender offer (the "Tender Offer"). The
Company also announced today that the Offerors have amended the
Tender Offer so that the Offerors are now offering to purchase the
maximum aggregate principal amount of outstanding Notes that they
can purchase for a total of $340 million (excluding accrued
interest), on the same terms and conditions set forth in the Offer
to Purchase. All other terms and conditions of the Tender Offer
remain unchanged. On August 31, 2009, the Offerors commenced the
Tender Offer for the Notes in accordance with the terms and
conditions set forth in the Offer to Purchase and related Letter of
Transmittal (collectively, the "Offer Documents"). The Offer
Documents originally contemplated a purchase of the maximum
aggregate principal amount of Notes that the Offerors could
purchase for $250 million (excluding accrued interest) pursuant to
a modified "Dutch Auction" procedure and in accordance with the
terms and conditions set forth in the Offer Documents. The full
terms and conditions of the Tender Offer are set forth in the Offer
Documents, as amended by this press release. According to Global
Bondholder Services Corporation, the depositary for the Tender
Offer, as of the Early Participation Date, the Offerors had
received valid tenders from holders of Notes as outlined in the
table below. Principal Amount Percent of Tendered as of Outstanding
Outstanding the Early Principal Principal Participation Amount
Series of Notes CUSIP No. Amount Date Tendered 6.500% Senior Notes
due 2010 01958XBA4 $346,530,000 $160,903,000 46.43% 5.750% Senior
Notes due 2011 01958XBD8 $396,540,000 $224,588,000 56.64% 6.375%
Senior Notes due 2011 01958XBK2 $270,000,000 $75,813,000 28.08%
6.750% Senior Notes due 2011 760759AC4 $450,000,000 $119,466,000
26.55% Holders who validly tendered and did not withdraw their
Notes on or prior to the Early Participation Date, and whose Notes
are purchased pursuant to the Tender Offer, will be entitled to
receive an "Early Participation Amount" of $30.00 per $1,000
principal amount of Notes accepted for purchase. The Early
Participation Amount was included in the bid price specified by
such tendering holders. Previously tendered Notes cannot be
withdrawn after the Withdrawal Date, which was 5:00 p.m., New York
City time, on September 14, 2009, and holders who tender Notes
after the Withdrawal Date do not have withdrawal rights. The Tender
Offer will expire at 12:00 a.m., New York City time, on September
29, 2009, unless extended (the "Expiration Date"). Pursuant to the
Offer Documents, holders of Notes may tender their Notes until the
Expiration Date and still be entitled to receive the Tender Offer
Consideration as determined pursuant to the Tender Offer if the
Offerors purchase such Notes pursuant to the Tender Offer. However,
any such tender that occurs after the Early Participation Date will
not be entitled to the Early Participation Amount. This
announcement is for informational purposes only and is not an offer
to purchase or a solicitation of an offer to purchase any Notes.
The Tender Offer is being made solely pursuant to the Offer
Documents, as amended by this press release. Closing of the tender
offer is subject to the conditions described in the Offer
Documents, including market and other factors. Additional
Information The Offerors have retained BofA Merrill Lynch to act as
the lead dealer manager and Barclays Capital and J.P. Morgan to act
as co-dealer managers for the Tender Offer. Global Bondholder
Services Corporation is the Information Agent and Depositary for
the Tender Offer. Questions regarding the Tender Offer: Requests
for documentation: BofA Merrill Lynch Debt Global Bondholder
Services Advisory Services Corporation (888) 292-0070 (toll-free)
(866) 736-2200 (toll-free) (646) 855-3401 (collect) (212) 430-3774
(collect) The Tender Offer is not being made to holders of 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. In any jurisdiction in which the securities laws
or blue sky laws require the Tender Offer to be made by a licensed
broker or dealer, the Tender Offer will be deemed to be made on
behalf of the Offerors by the dealer managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction. About Republic Services, Inc. Republic Services,
Inc. is a leading provider of services in the domestic,
non-hazardous solid waste industry. The Company provides
non-hazardous solid waste collection services for commercial,
industrial, municipal, and residential customers through 380
collection companies in 40 states. It also owns or operates 239
transfer stations, 203 solid waste landfills and 79 recycling
facilities. Republic serves millions of residential customers under
contracts with more than 3,000 municipalities for waste collection
and residential services. It also serves commercial customers
throughout its expansive service area. For more information, visit
the Republic Services web site at http://www.republicservices.com/.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS The disclosures
herein include "forward looking statements" within the meaning of
the federal securities law concerning Republic's proposed Tender
Offer. The terms of, and Republic's ability to complete, such
transaction 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. DATASOURCE: Republic Services, Inc.
CONTACT: Media, Will Flower, +1-480-718-6565, or Investors, Ed
Lang, +1-480-627-7128, both of Republic Services, Inc. Web Site:
http://www.republicservices.com/
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