Date: March 9, 2007
Source: Allied Waste Industries, Inc.
Allied Waste North America Prices Tender Offer for Any and All of Its 8.5% Senior Notes Due 2008
Allied Waste Industries, Inc. (NYSE: AW) today announced the pricing terms of the previously announced offer to purchase for cash (the "Offer"), by its wholly-owned subsidiary Allied Waste North America, Inc. ("AWNA"), any and all of AWNAs outstanding 8.5% Senior Notes due 2008, CUSIP No. 01958X AV9 (the "Notes"), on the terms of and subject to the conditions in its Offer to Purchase and Consent Solicitation Statement, dated February 26, 2007 (the "Statement").
The total consideration for each $1,000 principal amount of the Notes (the "Total Consideration"), which will be payable in respect of the Notes that are accepted for payment and that were validly tendered on or prior to 5:00 p.m., New York City time, on March 9, 2007 (the "Consent Date"), will be $1,053.04 per $1,000 principal amount of the Notes. The Total Consideration consists of the Offer Consideration (as defined below), plus a $12.50 consent payment (the "Consent Payment"). The "Offer Consideration" was determined as of 2:00 p.m., New York City time, today, and is equal to, for each $1,000 principal amount of Notes, (i) the present value of $1,000 discounted to March 12, 2007 (the "Early Settlement Date") from December 1, 2008, the stated maturity date of the Notes (the "Maturity Date"), plus the present value on the Early Settlement Date of all interest that would have accrued and been payable on the Notes from the most recentinterest payment date until the Maturity Date, in each case determined on the basis of a yield to the Maturity Date equal to the sum of (x) the bid-side yield of the 4.625% U.S. Treasury Note due November 30, 2008, which was 4.726% as of 2:00 p.m., New York City time, today, plus (y) a fixed spread of 50 basis points, minus (ii) accrued and unpaid interest on the Notes to, but not including, the Early Settlement Date, and minus (iii) the Consent Payment.
The scheduled payment date for the Notes tendered on or prior to the Consent Date will be March 12, 2007, the Early Settlement Date, subject to the terms of and conditions in the Statement. In addition to the Total Consideration, such tendering holders will receive accrued and unpaid interest up to, but not including, the Early Settlement Date, in the amount of $23.85 for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to the Consent Date pursuant to the Offer.
The Offer is scheduled to expire at 11:59 p.m., New York City time, on March 23, 2007, unless extended (the "Expiration Date"). Holders who validly tender their Notes after the Consent Date and on or prior to the Expiration Date will receive the Offer Consideration, but not the Consent Payment. Payments for Notes tendered after the Consent Date but prior to the Expiration Date will be made promptly after the Expiration Date.
Allied and AWNA have received the requisite consents to certain proposed amendments to eliminate substantially all of the restrictive covenants in the indenture governing the Notes and certain other provisions. Upon the satisfaction or waiver of the remaining conditions set forth in the Statement, including the sale of $750.0 million in aggregate principal amount of AWNAs 6 7/8% Senior Notes due 2017, AWNA intends to accept the Notes for purchase and payment pursuant to the tender offer and consent solicitation and execute the supplemental indenture effecting the amendments to the indenture.
None of the representatives or employees of Allied Waste, the Dealer Managers or the Information Agent makes any recommendations as to whether or not holders should tender their 8.5% Notes pursuant to the tender offer and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender 8.5% Notes and, if so, as to the principal amount of such 8.5% Notes to tender.
The tender offer and consent solicitation is being made solely by the offer to purchase and consent solicitation statement, dated February 26, 2007. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 8.5% Notes.
This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any Notes. The full terms of the tender offer and the consent solicitation are set forth in the Statement and in the related consent and letter of transmittal.
Citigroup Corporate and Investment Banking and UBS Investment Bank will each act as Dealer Manager for the Tender Offer and Solicitation Agent for the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to either Citigroup Corporate and Investment Banking at (800) 558-3745 or UBS Investment Bank at (888) 722-9555 x4210.
Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent at (800) 848-2998 or 212-269-5550.
About Allied Waste Industries
Allied Waste Industries, Inc., a leading waste services company, provides collection, recycling and disposal services to residential, commercial and industrial customers in the United States. As of December 31, 2006, the Company operated a network of 304 collection companies, 161 transfer stations, 168 active landfills and 57 recycling facilities in 37 states and Puerto Rico.
For more information, contact:
James P. Zeumer
Senior Vice President, Public Affairs, Communications and Investor Relations
Allied Waste Industries, Inc.
www.alliedwaste.com and www.disposal.com.