PHOENIX, April 22, 2011 /PRNewswire/ -- Browning-Ferris Industries, LLC (the "Company"), a wholly-owned indirect subsidiary of Republic Services, Inc. (NYSE: RSG), has commenced a cash tender offer (the "Offers") to purchase any and all of its outstanding securities listed in the table below. The Offers are being made in accordance with the terms and conditions set forth in an Offer to Purchase dated April 22, 2011 (the "Offer to Purchase") and related Letter of Transmittal (collectively, the "Offer Documents").
The securities subject to purchase (collectively, the "Securities") and other information relating to the Offers are listed in the table below.
Title of Security
UST Reference Security
Bloomberg Reference Page
Fixed Spread (bps)(1)
Early Tender Payment (2)
9.250% Debentures due 2021
3.625% due 2/21
7.400% Debentures due 2035
4.250% due 11/40
(1) Includes the Early Tender Payment per $1,000 principal amount of Securities for each series.
(2) Per $1,000 principal amount of Securities that are accepted for purchase.
The following is a summary of key terms of the Offers.
- The total consideration payable pursuant to the Offers per $1,000 principal amount of Securities validly tendered and accepted for purchase will be the total consideration described in the Offer to Purchase and the table above, calculated by the dealer managers as of 2:00 p.m., New York City time, on April 29, 2011 (the total consideration includes the Early Tender Payment).
- Securities tendered on or prior to 5:00 p.m., New York City time, on April 29, 2011, unless extended by the Company (the "Early Tender Date"), will receive an early participation amount of $50.00 per $1,000 principal amount of Notes tendered (the "Early Tender Payment"). Notes tendered after the Early Tender Date will not be eligible to receive the Early Tender Payment.
- Securities tendered after the Early Tender Date but before the Expiration Date will receive an amount equal to the total consideration described above minus the Early Tender Payment.
- Accrued and unpaid interest will be paid on all Securities tendered and accepted for payment in the Offers from, and including, the last interest payment date to, but not including, the date on which the Securities are purchased (the "Settlement Date"). We currently expect the Settlement Date to be on or around May 9, 2011.
- The Offers will expire at 12:00 midnight, New York City time, on May 6, 2011 (the "Expiration Date"), unless extended.
- Tenders of Securities may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on April 29, 2011 (the "Withdrawal Deadline"), but not thereafter.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any Securities. The Offers are being made solely pursuant to the Offer Documents.
Closing of the tender offer is subject to the conditions described in the Offer Documents, including the completion of an offering of new debt securities that Republic Services, Inc. intends to commence (the "New Offering").
Additionally, with respect to the Offers, we expect to incur a second quarter charge for premiums paid to retire the notes and any unamortized discounts or debt issue costs related to the notes. As we are uncertain as to the quantity and series of notes to be tendered, we are unable to estimate the charge at this time.
The Company has retained BofA Merrill Lynch, Barclays Capital and JPMorgan to act as dealer managers for the Offers. Global Bondholder Services Corporation is the Information Agent and Depositary for the Offers.
Questions regarding the Offers:
Requests for documentation:
BofA Merrill Lynch
Debt Advisory Services
(888) 292-0070 (toll-free)
(980) 387-3907 (collect)
Liability Management Group
(800) 438-3242 (toll-free)
(212) 528-7581 (collect)
Liability Management Group
(866) 834-4666 (toll-free)
(212) 834-3424 (collect)
Global Bondholder Services Corporation
(866) 795-2200 (toll-free)
(212) 430-3774 (collect)
The Offers are not being made to holders of Securities 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 Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company 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. provides recycling and solid waste collection, transfer and disposal services in the United States and Puerto Rico. The Company's various operating units, including collection companies, transfer stations, recycling centers and landfills, are focused on providing reliable environmental services and solutions for commercial, industrial, municipal and residential customers. For more information, visit the Republic Services website at www.republicservices.com.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
The disclosures herein include statements that are "forward looking" within the meaning of federal securities law concerning Republic's proposed offering. 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.
SOURCE Republic Services, Inc.