SOURCE: Rural/Metro Corporation

Rural/Metro Corporation

November 23, 2009 07:00 ET

Rural/Metro Announces Results to Date of Its Tender Offer and Consent Solicitation for Its 9.875% Senior Subordinated Notes Due 2015

SCOTTSDALE, AZ--(Marketwire - November 23, 2009) - Rural/Metro Corporation (NASDAQ: RURL), a leading provider of ambulance and private fire protection services, today announced that, pursuant to the terms of its previously announced tender offer and consent solicitation for its outstanding 9.875% Senior Subordinated Notes due 2015 (the "Notes"), holders of $121 million aggregate principal amount of the outstanding Notes (approximately 96.8%) have validly tendered their Notes and have validly delivered the requisite consents for the proposed amendments prior to the expiration of the consent date which was 5:00 pm, New York City time, on November 20, 2009.

The consents received exceed the number needed to approve the proposed amendments to the indenture governing the Notes. The terms of the tender offer and consent solicitation are detailed in the Company's offer to purchase and consent solicitation statement and related letter of transmittal, each dated as of November 6, 2009.

Based on the consents received, the Company and the trustee under the indenture are expected to enter into a supplemental indenture that will, once operative, eliminate or modify substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes. The supplemental indenture will not become operative unless and until the Notes are accepted for purchase, which, subject to the satisfaction of the conditions set forth in the offer to purchase and consent solicitation, is expected to occur promptly following the acceptance of notes for payment on December 7, 2009. 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.

Notes tendered and consents delivered pursuant to the tender offer and consent solicitation may no longer be withdrawn or revoked. Holders of Notes tendered after the consent date will not receive a consent payment.

The tender offer and consent solicitation will remain open for an additional 10 business days and will expire at 12:00 midnight, New York City time, on December 7, 2009, unless extended, and, subject to the satisfaction of the conditions set forth in the offer to purchase and consent solicitation, 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

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 operating performance, 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, growth, expected levels of expenditures and statements expressing general optimism about future operating results, 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, or the Company's web site at


Contact Information


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

    Sharrifah Al-Salem, FD
    (415) 293-4414