Nov 6 2009
Rural/Metro Corporation (NASDAQ: RURL), a leading provider of ambulance and private fire protection services, today is launching a tender offer and consent solicitation for its outstanding 9.875% Senior Subordinated Notes due 2015 (the "Notes").
The Company is offering to purchase any and all of the outstanding Notes. The Company also is soliciting consents to certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation are being made by Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc. pursuant to an offer to purchase and consent solicitation statement and a related letter of transmittal, each dated as of November 6, 2009. The tender offer will expire at midnight, New York City time, on December 7, 2009, unless extended (the expiration date). Payment for the Notes validly tendered and the consents validly delivered will be made on a date promptly following the expiration date (the payment date). A consent payment will be paid to holders who tender Notes and deliver consents on or prior to 5:00 p.m., New York City time, on November 20, 2009 (the consent date), unless extended.
The proposed amendments would eliminate or modify substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes. Holders who tender their Notes will be required to consent to the proposed amendments, and holders who consent to the proposed amendments will be required to tender their Notes.
The purchase price per $1,000 principal amount of Notes to be paid for each validly tendered Note will be (1) the redemption price of the Notes plus scheduled interest to March 15, 2010 (the first optional redemption date with respect to the Notes) discounted based on a yield to March 15, 2010 that is equal to the sum of (i) the yield on the 4.00% U.S. Treasury note due March 15, 2010, and (ii) a fixed spread of 50 basis points, less (2) an amount equal to the consent payment. In addition, accrued and unpaid interest will be paid on the tendered Notes up to but not including the payment date. The purchase price for the Notes will be set at 2:00 p.m., New York City time, on December 3, 2009, unless the expiration date is extended.
A consent payment of $20 per $1,000 of principal amount of Notes will be paid on the payment date to holders who tender their Notes and provide their consents to the proposed amendments prior to the consent date. Notes tendered and consents delivered prior to the consent date may not be withdrawn or revoked after that time. Holders of Notes tendered after the consent date will not receive a consent payment.
The tender offer and the consent solicitation are contingent upon, among other things, the tender of at least a majority of the outstanding principal amount of the Notes and the refinancing of the Company's credit facility due 2011, as previously announced on October 20, 2009. The Company may amend, extend or terminate the tender offer and consent solicitation at its sole discretion.
The Company also announces that the previously announced consent solicitation for the Notes expired on November 3, 2009 and that it is terminating the tender offer and consent solicitation for its 12.75% Senior Discount Notes due 2016.