News Releases
PHOENIX, May 9, 2011 /PRNewswire/ -- Browning-Ferris Industries, LLC (the "Company"), a wholly-owned indirect subsidiary of Republic Services, Inc. (NYSE: RSG), announced today the expiration and final results of the previously announced cash tender offers (the "Offers").
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On April 22, 2011, the Company commenced a cash tender offer for the securities listed in the table below (the "Securities") in accordance with the terms and conditions set forth in its Offer to Purchase and related Letter of Transmittal (collectively, the "Offer Documents"). The Company has accepted all Securities validly tendered and not withdrawn as of 12:00 midnight, New York City time, on May 6, 2011 (the "Expiration Date").
According to Global Bondholder Services Corporation, the depositary for the Offers, the Company had received valid tenders from holders of securities as outlined in the table below as of the Expiration Date.
Title of Security | CUSIP No. | Outstanding Principal Amount | Principal Amount Tendered as of the Expiration Date | Percent of Outstanding Principal Amount Tendered | |
9.250% Debentures due 2021 | 115885AE5 | $94,500,000 | $59,170,000 | 62.61% | |
7.400% Debentures due 2035 | 115885AK1 | $360,000,000 | $180,733,000 | 50.20% | |
Holders who validly tendered and did not withdraw their Securities on or prior to the Early Tender Date, which was 5:00 p.m., New York City time, on April 29, 2011, and whose Securities are purchased pursuant to the Offers, will be entitled to receive the total consideration (the "Total Consideration"), which includes the Early Tender Payment of $50.00 per $1,000 principal amount of Securities accepted for purchase, plus accrued and unpaid interest up to, but not including, the settlement date of May 9, 2011. Holders who validly tendered their Securities after the Early Tender Date but before the Expiration Date will receive an amount equal to the Total Consideration minus the Early Tender Payment, plus accrued and unpaid interest up to, but not including the settlement date (the "Tender Offer Consideration").
The Total Consideration was determined as described in the Offer to Purchase: (i) the present value of future payments on the Securities discounted to the settlement date at a rate equal to the sum of (x) the yield to maturity of the reference security, calculated by the dealer managers based on the bid-side price at 2:00 p.m., New York City time, on April 29, 2011, and (y) the fixed spread, (ii) minus accrued and unpaid interest from, and including, the last interest payment date to, but not including, the settlement date. The consideration payable per $1,000 principal amount of Securities is listed in the table below.
Title of Security | CUSIP No. | Total Consideration Excluding Accrued Interest(1)(2) | Tender Offer Consideration Excluding Accrued Interest(2) | |
9.250% Debentures due 2021 | 115885AE5 | $1,379.33 | $1,329.33 | |
7.400% Debentures due 2035 | 115885AK1 | $1,227.27 | $1,177.27 | |
(1) Includes the Early Tender Payment of $50 per $1,000 principal amount of Securities for each series. | |
(2) Per $1,000 principal amount of securities tendered and validly accepted. | |
The Company has deposited with The Depository Trust Company the Total Consideration or the Tender Offer Consideration, as the case may be, payable to holders of Securities participating in the Offers, and Global Bondholder Services Corporation, the depositary for the Offers, has irrevocably instructed 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 Securities from the last applicable interest payment date to, but not including, the date of settlement.
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, as amended by this press release.
Additional Information
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 | Barclays Capital | J.P. Morgan | Global Bondholder | |
Services Corporation | ||||
Debt Advisory Services | Liability Management Group | Liability Management Group | ||
(888) 292-0070 (toll-free) | (800) 438-3242 (toll-free) | (866) 834-4666 (toll-free) | (866) 795-2200 (toll-free) | |
(980) 387-3907 (collect) | (212) 528-7581 (collect) | (212) 834-3424 (collect) | (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 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.
