News Releases
Republic Services, Inc.
Based on the final tabulation by Global Bondholder Services Corporation, the depositary for the Tender Offer, the Tender Offer was oversubscribed, with the Offerors receiving valid tenders from holders of approximately:
Principal
Amount
Outstanding Tendered as
Principal of the
Series of Notes CUSIP No. Amount Expiration Date
--------------- --------- ----------- ---------------
6.500% Senior Notes due
2010 . . . . . . . . . . 01958XBA4 $346,530,000 $162,437,000
5.750% Senior Notes due
2011 . . . . . . . . . . 01958XBD8 $396,540,000 $226,846,000
6.375% Senior Notes due
2011 . . . . . . . . . . 01958XBK2 $270,000,000 $77,049,000
6.750% Senior Notes due
2011 . . . . . . . . . . 760759AC4 $450,000,000 $119,714,000
The aggregate amount of Notes validly tendered and not withdrawn as of the Expiration Date at the Clearing Premium (as defined in the Offer to Purchase) would have caused the Offerors to spend more than $340 million (excluding accrued interest) to purchase such Notes. In lieu of accepting such Notes on a prorated basis, the Offerors have accepted additional Notes subject to the Offeror's right to purchase up to an additional 2% of each series of the Notes without extending the Tender Offer in accordance with applicable federal securities laws. Therefore, there will be no proration with respect to Notes accepted for purchase in the Tender Offer, and the Offerors will pay approximately $343.5 million (excluding accrued interest) to purchase such Notes at the Clearing Premium.
All tenders of Notes with a Bid Premium (as defined in the Offer to Purchase) in excess of the Clearing Premium have been rejected from the Tender Offer.
Based upon the foregoing, the Offerors have accepted for purchase approximately:
-- $ 104,074,000 aggregate principal amount of the 6.500% Senior Notes
due 2010,
-- $ 116,768,000 aggregate principal amount of the 5.750% Senior Notes
due 2011,
-- $ 42,629,000 aggregate principal amount of the 6.375% Senior Notes due
2011, and
-- $ 62,028,000 aggregate principal amount of the 6.750% Senior Notes
due 2011.
The Clearing Premium for the Notes is $20 per $1,000 principal amount of Notes tendered. The Clearing Premium was determined based on the "bid price," or minimum consideration that each holder that validly tendered into and did not withdraw from the Tender Offer was willing to receive for its Notes. The Total Consideration (as defined in the Offer to Purchase) per $1,000 principal amount of Notes includes an Early Participation Amount (as defined in the Offer to Purchase) of $30.00 per $1,000 principal amount of Notes that were validly tendered on or prior to 5:00 p.m., New York City time, on September 14, 2009 and accepted for purchase by the Offerors. The consideration payable per $1,000 principal amount of Notes is listed in the table below.
Total Tender Offer Series of Notes CUSIP No. Consideration(1) Consideration (2) --------------- --------- ------------- ------------ 6.500% Senior Notes due 2010 . . . . 01958XBA4 $1,050.00 $1,020.00 5.750% Senior Notes due 2011 . . . . 01958XBD8 $1,051.25 $1,021.25 6.375% Senior Notes due 2011 . . . . 01958XBK2 $1,058.75 $1,028.75 6.750% Senior Notes due 2011 . . . . 760759AC4 $1,070.00 $1,040.00 ______________ (1) Consideration payable per $1,000 principal amount of Notes tendered on or prior to the Early Participation Date (as defined in the Offer to Purchase), which includes the $30.00 Early Participation Amount. The Total Consideration was determined based on a formula consisting of the Base Price (as defined in the Offer to Purchase) plus the Clearing Premium, and includes the Early Participation Amount. (2) Consideration payable per $1,000 principal amount of Notes tendered after the Early Participation Date and on or prior to the Expiration Date. The Tender Offer Consideration was determined based on a formula consisting of the Total Consideration less the Early Participation Amount.
All Notes purchased in the Tender Offer will be retired. All Notes tendered but not purchased will be promptly returned to the holders at the Offerors' expense and will remain outstanding.
The Offerors intend to fund the payment of the Notes purchased in the Tender Offer with cash on hand. The Offerors will pay to The Depository Trust Company the Total Consideration or the Tender Offer Consideration (as defined in the Offer to Purchase), as the case may be, payable to holders in the Tender Offer, and Global Bondholder Services Corporation, the depositary for the Tender Offer, will irrevocably instruct The Depository Trust Company to pay the validly tendering holders the Total Consideration or the Tender Offer Consideration, as the case may be, including accrued and unpaid interest on the accepted Notes from the last applicable interest payment date to, but not including, the date of settlement. The Offerors expect such payments to be made in same-day funds on September 29, 2009.
Additional Information
The Offerors 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 served as the Information Agent and Depositary for the Tender Offer. Additional information regarding the Tender Offer may be obtained from BofA Merrill Lynch Debt Advisory Services at (888) 292-0070 (toll-free) or (646) 855-3401 (collect), or Global Bondholder Services Corporation at (866) 736-2200 (toll-free) or (212) 430-3774 (collect).
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 has not been 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 has been deemed to have been 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 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
FCMN Contact:
SOURCE: Republic Services, Inc.
CONTACT: Media Inquiries, Will Flower, +1-480-718-6565, or Investor
Inquiries, Ed Lang, +1-480-627-7128, both of Republic Services, Inc.
Web Site: http://www.republicservices.com/