Republic announces final results of tender offers

Company has accepted $575.4 million combined aggregate principal amount.

Republic Services Inc., Phoenix, has announced the expiration and final results of its previously announced cash tender offers to purchase up to $600 million combined aggregate principal amount (tender cap) of the notes identified in the table below. 

The terms and conditions of the tender offers are described in the offer to purchase, dated June 6, 2016, and the related Letter of Transmittal and remain unchanged except as modified by Republic's press release issued June 20, 2016, that increased the tender cap from $500 million to $600 million.

The tender offers for the notes expired at 11:59 p.m., New York City time, Friday, July 1, 2016 (the "expiration date"). According to Global Bondholder Services Corp., the tender agent for the tender offers, the company received valid tenders from holders of notes as outlined in the table below as of the expiration date. 

Title of Security

CUSIP

Issuer

Principal Amount Outstanding

Acceptance Priority Level

Total Consideration

Tender Offer Consideration

Principal Amount Tendered as of the Expiration Date

Percent of Outstanding Principal Amount

6.2% notes due March 1, 2040

760759AJ9
and
60759AK6

Republic Services Inc.

$650 million

1

$1,338.33

$1,288.33

$250,073,000

38.47%

5.7% notes due May 15, 2041

760759AN0

Republic Services Inc.

$600 million

2

$1,276.

$1,226.

$214,330,000

35.72%

7.4% debentures due Sept.r 15, 2035

115885AK1

Browning-Ferris Industries LLC

$165,200,000

3

$1,422.21

$1,372.21

$17,215,000

10.42%

6.09% notes due March 15, 2035

760759AF7

Republic Services, Inc.

$275,674,000

4

$1,275.94

$1,225.94

$93,782,000

34.02%

The company has accepted all $575,400,000 combined aggregate principal amount of notes validly tendered and not withdrawn as of the expiration date.

The total consideration for each series of notes is set forth in the table above and is payable to holders of the notes who validly tendered and did not validly withdraw their notes at or prior to 5 p.m. ET June 17, 2016 (the "early tender time"), and whose notes were accepted for purchase. The total consideration for each series of notes includes an early tender payment of $50 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders at or prior to the early tender time and accepted for purchase. Holders of notes who validly tendered their notes after the early tender time but at or prior to 11:59 p.m. ET July 1, 2016 (the "expiration time"), and whose notes were accepted for purchase will receive the applicable tender offer consideration, which is equal to the applicable total consideration minus the early tender payment.

Holders whose notes are purchased pursuant to the tender offers also will receive accrued and unpaid interest on their purchased notes from the last interest payment date for such notes to, but not including, the payment date for such purchased notes. The conditions to the tender offers have been satisfied; therefore, payment for the purchased notes will be made today.

Republic has retained Barclays Capital, BofA Merrill Lynch and J.P. Morgan to serve as the dealer managers for the tender offers.