Republic Services, Inc. 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
Notes due 2010 01958XBA4 $346,530,000 $160,903,000 46.43%
Notes due 2011 01958XBD8 $396,540,000 $224,588,000 56.64%
Notes due 2011 01958XBK2 $270,000,000 $75,813,000 28.08%
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.
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 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.
First Call Analyst: Flower, Will
SOURCE: Republic Services, Inc.