Date: May 17, 2006
Source: PR Newswire
Allied Waste Announces Closing of Senior Notes Offering and Successful Consent Solicitation of 8 7/8% Senior Notes due 2008
Allied Waste Industries, Inc. (NYSE: AW) today announced that its wholly-owned subsidiary, Allied Waste North America, Inc. ("Allied NA"), has successfully completed its private offering of $600 million in aggregate principal amount of its 7 1/8% Senior Notes due 2016 (the "7 1/8% Notes"). Allied Waste has applied the net proceeds from the sale of the 7 1/8% Notes to purchase up to $600 million of Allied NA's 8 7/8% Senior Notes due 2008 (the "87/8% Notes") pursuant to Allied NA's previously announced tender offer.
Allied NA, in connection with its cash tender offer and concurrent consent solicitation for its 8 7/8% Notes, has received valid tenders and a sufficient number of consents to adopt the proposed amendments to the indenture governing the 8 7/8% Notes. A total of approximately $581 million, or 97% of the aggregate principal amount of the 8 7/8% Notes outstanding, were validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on May 16, 2006 (the "Consent Date"). The tender offer and consent solicitation are scheduled to expire at 11:59 p.m., New York City time, on May 31, 2006, unless extended (the "Expiration Date").
Payments for the 8 7/8% Notes validly tendered and not withdrawn before the Consent Date are being made today, and the proposed amendments to the indenture governing the 8 7/8% Notes are being adopted today pursuant to a supplemental indenture. The amendments to the indenture will eliminate with respect to the 8 7/8% Notes substantially all of the restrictive covenants and certain events of default and related provisions and reduce the required notice period contained in the optional redemption provisions of the indenture.
Holders of the 8 7/8% Notes can obtain copies of the offer to purchase and consent solicitation statement and related materials from D.F. King & Co., Inc., the Information Agent, at 800-848-2998 or 212-269-5550. Questions regarding the offer and solicitation can be addressed to either Dealer Manager, UBS Investment Bank at 888-722-9555 x4210 or 203-719-4210 or Citigroup Corporate and Investment Banking at 800-558-3745 or 212-723-6106.
None of the representatives or employees of Allied Waste, the Dealer Managers or the Information Agent makes any recommendations as to whether or not holders should tender their 8 7/8% Notes pursuant to the tender offer and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender 8 7/8% Notes and, if so, as to the principal amount of such 8 7/8% Notes to tender.
The tender offer and consent solicitation is being made solely by the offer to purchase and consent solicitation statement, dated May 3, 2006. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 8 7/8% Notes.
The 7 1/8% Notes sold by Allied NA have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The 7 1/8% Notes have been sold only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
More information: www.alliedwaste.com.
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