Allied Waste tenders for 7 5/8%, 10% notes, also plans to repay 9¼% notes

New York, Feb. 22 - Allied Waste Industries, Inc. said its Allied Waste North America, Inc. subsidiary has begun a cash tender offer and consent solicitation for its $600 million of 7 5/8% senior notes due 2006 and $195 million of 10% senior subordinated notes due 2009.

The tender offer is part of a refinancing that will also include the repayment of $125 million of its 9¼% senior notes due 2012 and its $70 million 7 7/8% senior notes due March 2005.

The Scottsdale, Ariz., waste services company also plans to repay all its existing bank debt and downsize its term loan by more than $100 million with funding coming from offerings of $100 million of common stock, $500 million of three-year mandatory convertible preferred stock, $600 million of 10-year senior notes and a $3.45 billion credit facility, consisting of a five-year $1.55 billion revolving credit facility, a seven-year $1.45 billion term loan and a $450 million institutional letter-of-credit facility.

Under the tender offer, Allied Waste is offering to buy the 7 5/8% notes at a price of $1,016.89 per $1,000 principal amount and the 10% notes at a price of $1,050.00 per $1,000.

Holders will also receive accrued interest up to but excluding the settlement date.

Holders who tender by the consent date of 5 p.m. ET on March 7 will receive an additional $15.00 for the 7 5/8 notes for a total of $1,031.89 per $1,000 principal amount and an additional $3.75 for the 10% notes for a total of $1,053.75 per $1,000 principal amount.

The tender ends at 9 a.m. ET on March 22.

The consent solicitation is to amend the note indentures to eliminate substantially all of the restrictive covenants and certain events of default and reduce the required notice period in the optional redemption provisions.

The tender is subject to conditions including the company's receipt of $825 million proceeds from additional borrowings under its senior credit facility and one or more public and/or private securities offerings and the receipt of the necessary consents to amend the notes. The offer for the 10% notes is subject to execution of a new senior credit facility refinancing the existing senior credit facility.

UBS Securities LLC is dealer manager (888 722-9555 ext. 4210). D.F. King & Co., Inc. is the information agent (888 628-9011 or 212 269-5550).

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