Republic Services increases Dutch auction tender offer to $340 million

By Angela McDaniels

Tacoma, Wash., Sept. 15 - Republic Services, Inc. and its subsidiary, Allied Waste North America, Inc., amended their modified Dutch auction tender offer for four series of notes to increase the maximum total purchase price to $340 million from $250 million.

The offer began on Aug. 31 and will expire at midnight ET on Sept. 29. The early participation date was 5 p.m. ET on Sept. 14.

As of the early participation date, holders had tendered:

• $160,903,000 principal amount, or 46.43%, of the company's $346.53 million of 6.5% senior notes due 2010;

• $224,588,000 principal amount, or 56.64%, of its $396.54 million of 5.75% senior notes due 2011;

• $75,813,000 principal amount, or 28.08%, of its $270 million of 6.375% senior notes due 2011; and

• $119,466,000 principal amount, or 26.55%, of its $450 million of 6.75% senior notes due 2011.

The purchase price per $1,000 principal amount of notes will be determined through a modified Dutch auction using a base price of $1,030.00 for the 6.5% notes, $1,031.25 for the 5.75% notes, $1,038.75 for the 6.375% notes and $1,050.00 for the 6.75% notes, plus a clearing premium of up to $27.50.

The purchase price will include a premium of $30.00 for notes tendered by the early participation date.

The clearing premium will be the lowest single premium at which the issuers will be able to spend $340 million by accepting all tendered notes. If the amount of notes tendered at or below the clearing premium would cause the issuers to spend more than a total of $340 million, then the tendered notes will be subject to proration.

The company also will pay accrued interest to the purchase date.

Bank of America Merrill Lynch (888 292-0070 or collect 646 855-3401) is the lead dealer manager, and Barclays Capital Inc. and J.P. Morgan Securities, Inc. are co-dealer managers.

Global Bondholder Services Corp. (866 389-1500 or collect 212 430-3774) is the information agent.

In a December 2008 merger between the two waste services companies, Allied became a wholly owned subsidiary of Republic. The combined company is based in Phoenix.

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