Allied Waste begins tender offer, consent solicitation for 8½% notes

By Angela McDaniels

Seattle, Feb. 26 - Allied Waste Industries, Inc. said its wholly owned subsidiary, Allied Waste North America, Inc., began a tender offer to purchase its $750 million 8½% senior notes due 2008.

The tender offer will expire at 11:59 p.m. ET on March 23.

The company is also soliciting consents to amend the note indenture to eliminate substantially all of the restrictive covenants, to eliminate certain events of default and to reduce the required notice period contained in the optional redemption provision.

The tender consideration will be determined based on the sum of the present values of the remaining scheduled payments of principal and interest on the notes discounted to maturity on a semi-annual basis at the applicable treasury yield plus 50 basis points, minus accrued interest, according to a company news release.

The total tender consideration will include a consent fee of $12.50 per $1,000 principal amount of notes for noteholders who tender by 5 p.m. ET on March 9, the consent date.

All noteholders who tender before the expiration date will receive accrued interest up to but excluding the settlement date. The early and final settlement dates are expected to be March 12 and March 26, respectively.

Citigroup Corporate and Investment Banking (800 558-3745 or 212 723-6106) and UBS Investment Bank (888 722-9555 extension 4210) are the dealer managers and solicitation agents, and D.F. King & Co., Inc. (800 848-2998 or 212 269-5550) is the information agent.

The company plans to fund the tender offer with proceeds from a concurrent public offering of $750 million principal amount of senior notes due 2017. UBS Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. will be the joint bookrunners for the offering.

The tender offer is subject to the consummation of the new note offering and the receipt of the needed consents to adopt the proposed amendments.

Allied Waste is a Phoenix-based non-hazardous solid waste management company.

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