SOURCE: Rural/Metro Corporation

Rural/Metro Corporation

October 18, 2010 07:00 ET

Rural/Metro Announces Commencement of Tender Offer and Consent Solicitation for 12 3/4% Senior Discount Notes Due 2016

SCOTTSDALE, AZ--(Marketwire - October 18, 2010) - 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 12¾% Senior Discount Notes due 2016 (the "Notes"). The tender offer and consent solicitation are part of the Company's intended refinancing of its long-term debt to take advantage of favorable conditions in the current debt markets. The Company noted that this refinancing is expected to enable the Company to lower its overall cost of capital, extend maturities and reduce annual interest expense while allowing the Company to continue to execute its business plan and deliver superior care to its customers.

The Company is offering to purchase any and all of the outstanding Notes. The Company is also soliciting consents to certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation are being made by Rural/Metro Corporation pursuant to an offer to purchase and consent solicitation statement and a related letter of transmittal, each dated as of October 18, 2010. The tender offer and consent solicitation will expire at midnight, New York City time, on November 23, 2010, unless extended (the expiration date). A consent payment will be paid to holders who tender Notes and deliver and do not withdraw consents on or prior to 5:00 p.m., New York City time, on October 29, 2010 (the consent date), unless extended. Payment for the Notes validly tendered and the consents validly delivered, including any consent payment, will be made on a date promptly following the expiration date (the payment date).

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The purchase price per $1,000 principal amount of Notes to be paid for each Note validly tendered and not withdrawn prior to the consent date will be $1,066.25, which includes a consent payment of $30 per $1,000 principal amount of Notes. Holders that tender Notes after the consent date but prior to the expiration of the offer will not be entitled to receive the consent payment. Notes tendered and consents delivered can only be withdrawn or revoked prior to 5:00 p.m., New York City time, on October 29, 2010 (the withdrawal date). In addition, accrued and unpaid interest will be paid on the tendered Notes up to, but not including, the payment date.

The tender offer and the consent solicitation are contingent upon, among other things, (i) the tender of at least a majority of the outstanding principal amount of the Notes not owned by the Company or its affiliates and (ii) the successful refinancing of the Notes and Rural/Metro Operating Company, LLC, the Company's wholly owned subsidiary, successfully refinancing its credit facility, which shall consist of a new term loan facility and a new revolving credit facility. The Company may amend, extend or terminate the tender offer and consent solicitation at its sole discretion. 

This press release does not constitute an offer to purchase any Notes or a solicitation of consents. Any offer to purchase the Notes or solicitation of consents will be made by means of an offer to purchase and consent solicitation statement and 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 consent solicitation should contact the dealer manager and solicitation agent, RBC Capital Markets Corporation at (877) 381-2099 (toll free) or (212) 618-7822 or the Information Agent, Global Bondholder Services Corporation at (866) 540-1500 (toll free) or (212) 430-3774.

About Rural/Metro Corporation

Rural/Metro Corporation provides emergency and non-emergency ambulance services and private fire protection services in 20 states and approximately 440 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 "believes," "seeks," "anticipates," "intends," "estimates," "expects," "projects," "plans" or similar expressions or variations of such words 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 Corporation 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 Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2010, filed with the Securities and Exchange Commission ("SEC") on September 8, 2010. 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