Date: April 22, 2011
Source: Republic Services, Inc., Moody's Investors Service
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 | CUSIP No. | Principal Amount Outstanding |
UST Reference Security |
Bloomberg Reference Page |
Fixed Spread (bps)(1) |
Early Tender Payment (2) |
9.250% Debentures due 2021 | 115885AE5 | $94,500,000 | 3.625% due 2/21 | PX1 | +120 | $50.00 |
7.400% Debentures due 2035 | 115885AK1 | $360,000,000 | 4.250% due 11/40 | PX1 | +125 | $50.00 |
(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. |
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The following is a summary of key terms of the Offers.
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.
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 Debt Advisory Services (888) 292-0070 (toll-free) (980) 387-3907 (collect) |
Barclays Capital Liability Management Group (800) 438-3242 (toll-free) (212) 528-7581 (collect) |
J.P. Morgan 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.
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