SOURCE: Rural/Metro Corporation

Rural/Metro Corporation

December 07, 2009 07:00 ET

Rural/Metro Announces the Purchase Price for Its Tender Offer and Consent Solicitation for Its 9.875% Senior Subordinated Notes Due 2015

SCOTTSDALE, AZ--(Marketwire - December 7, 2009) - Rural/Metro Corporation (NASDAQ: RURL), a leading provider of ambulance and private fire protection services, today announced the consideration to be paid in its ongoing tender offer and consent solicitation for its outstanding 9.875% Senior Subordinated Notes due 2015 (the "Notes").

The total consideration to be paid for each validly tendered Note was based on a fixed spread of 50 basis points over the yield to maturity on the 4.00% U.S. Treasury Notes due March 15, 2010 calculated by RBC Capital Markets Corporation as of 2:00 p.m., New York City time on December 3, 2009, as more fully described in the Company's offer to purchase and consent solicitation statement, dated as of November 6, 2009. Accordingly, the tender offer yield and total consideration to be paid for validly tendered Notes is 107.414% and $1074.14 per $1,000 principal amount of the Notes, respectively, assuming a December 9, 2009 payment date. The total consideration includes a consent payment equal to $20 per $1000 principal amount of Notes, payable only in respect of Notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on November 20, 2009 (the "consent date"). The tender offer consideration, which is payable to holders of Notes who tendered after the consent date, is equal to the total consideration less the consent payment, or $1054.14 per $1,000 principal amount of Notes.

As of 5:00 p.m. on Friday December 4, 2009, $121 million aggregate principal amount of the outstanding Notes (approximately 96.8%) had been validly tendered and not withdrawn. The consents received to date exceed the number needed to approve the proposed amendments to the indenture governing the Notes.

In order to provide holders of the Notes additional time to tender any remaining untendered Notes, the Company also announced today that it is extending the expiration date for the tender offer to 5:00 p.m. New York City time, on Tuesday December 8, 2009 (such date, as may be further extended, the "expiration date"). The tender offer and consent solicitation are subject to the satisfaction of the conditions set forth in the offer to purchase and consent solicitation.

The Company's acceptance of the Notes tendered is conditional on among other things, the refinancing of the Company's credit facility due 2011, as previously announced on October 20, 2009. The Company expects to accept for purchase and settle all Notes tendered on December 9, 2009.

This press release does not constitute an offer to purchase any Notes or a solicitation of consents. The offer to purchase the Notes and the solicitation of consents is being made by means of the offer to purchase and consent solicitation statement and the related letter of transmittal. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. Persons with questions regarding the tender offer or solicitation should contact the dealer manager and solicitation agent, RBC Capital Markets Corporation at (212) 618-2205 or the Information Agent, Global Bondholder Services Corporation at (866) 794-2200 (toll free).

About Rural/Metro Corporation

Rural/Metro Corporation provides emergency and non-emergency ambulance services and private fire protection services in 22 states and approximately 400 communities throughout the United States. For more information, visit the Rural/Metro Corporation's web site at www.ruralmetro.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "will," "believes," "seeks," "anticipates," "intends," "estimates," "expects," "projects," "plans," and similar expressions are intended to identify forward-looking statements. All statements that address events or developments that we expect or anticipate will occur in the future, including statements relating to the tender offer and consent solicitation by Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc. and any financing related thereto, are forward-looking statements. Similarly, statements that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements and those presented elsewhere by the Company's management from time to time are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. See risks and uncertainties described in "Risk factors" included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2009, filed with the Securities and Exchange Commission ("SEC") on September 9, 2009. A copy of all SEC filings may be obtained from the SEC's EDGAR web site at www.sec.gov, or the Company's web site at www.ruralmetro.com.

(RURL/F)

Contact Information

  • CONTACT:
    Liz Merritt
    Rural/Metro Corporation (investors)
    (480) 606-3337

    Sharrifah Al-Salem
    FD
    (415) 293-4414