Republic Services, Inc.
The total exchange price to be paid on the 7-1/8% notes due May 15, 2009 that were validly tendered and not withdrawn by 5 p.m., New York City time, on March 2, 2005 (the early participation date) is $1,100.27 per $1,000 of outstanding notes. The total exchange price for the outstanding notes was determined using the yield on the 3.875% U.S. Treasury Notes due May 15, 2009 as of 2:00 p.m., New York City time, on March 14, 2005 (4.100%), plus 0.35%.
Holders of outstanding notes who tendered after the early participation date will receive the total exchange price less the early participation payment of $12.50, or $1,087.77 per $1,000 principal amount of notes.
Republic Services also announced that the interest rate on the new notes due 2035, issued in exchange for the tendered notes, will be 6.086%. The interest rate on the new notes was determined using the yield on the 5.375% U.S. Treasury Notes due February 15, 2031 as of 2:00 p.m., New York City time, on March 14, 2005 (4.786%), plus 1.30%.
To date, $275,574,000 aggregate principal amount of outstanding notes have been tendered. The exchange offer expires at 12:00 midnight, New York City time, on March 16, 2005, unless extended. The exchange of new notes for outstanding notes is scheduled to occur on March 21, 2005.
Republic Services, through its Exchange Agent, Global Bondholder Services Corporation, previously distributed to each holder of the outstanding notes a letter requesting certification that the holder is (i) a qualified institutional buyer, as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (ii) a person who is not a "U.S. person" as defined in Rule 902 under the Securities Act or (iii) an institutional "Accredited Investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. Only holders of outstanding notes who have previously completed and returned the certification ("Eligible Holders") are authorized to participate in the exchange offer. The Confidential Offering Memorandum was distributed to Eligible Holders only and is available to Eligible Holders through Global Bondholder Services Corporation.
The new notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Republic Services, Inc. is a leading provider of solid waste collection, transfer and disposal services in the United States. The Company's operating units are focused on providing solid waste services for commercial, industrial, municipal and residential customers.
Certain statements and information included herein constitute "forward- looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied, in or by such forward-looking statements. Such factors include, among other things, whether the Company's estimates and assumptions concerning its selected balance sheet accounts, final capping, closure, post-closure and remediation costs, available airspace, and projected costs and expenses related to the Company's landfills and property and equipment, and labor, fuel rates and economic and inflationary trends, turn out to be correct or appropriate, and various factors that will impact the actual business and financial performance of the Company such as competition and demand for services in the solid waste industry; the Company's ability to manage growth; compliance with, and future changes in, environmental regulations; the Company's ability to obtain approval from regulatory agencies in connection with expansions at the Company's landfills; the ability to obtain financing on acceptable terms to finance the Company's operations and growth strategy and for the Company to operate within the limitations imposed by financing arrangements; the ability of the Company to repurchase common stock at prices that are accretive to earnings per share; the Company's dependence on key personnel; general economic and market conditions including, but not limited to, inflation and changes in commodity pricing, fuel, labor and other variable costs that are generally not within the control of the Company; dependence on large, long-term collection contracts; dependence on acquisitions for growth; risks associated with undisclosed liabilities of acquired businesses; risks associated with pending legal proceedings; and other factors contained in the Company's filings with the Securities and Exchange Commission.
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SOURCE: Republic Services, Inc.
CONTACT: Media, Will Flower, +1-954-769-6392, or Investors, Tod Holmes,
+1-954-769-2387, or Ed Lang, +1-954-769-3591, all of Republic Services, Inc.
Web site: http://www.republicservices.com/