SOURCE: Ryder System, Inc.

Ryder System, Inc.

August 21, 2009 19:09 ET

Ryder Announces Early Results of $100 Million Debt Tender Offer

MIAMI, FL--(Marketwire - August 21, 2009) -  Ryder System, Inc. (NYSE: R) today announced that as of 5:00 p.m., New York City time, on August 21, 2009 (the "Early Tender Date"), approximately $288 million aggregate principal amount of Notes, as described below, had been validly tendered and not validly withdrawn in connection with its previously announced $100 million cash tender offer.

The terms and conditions of Ryder's offer to purchase (the "Offer") up to $100 million aggregate principal amount of its outstanding 5.95% Notes due May 2011, 5.0% Notes due April 2011 and 4.625% Notes due 2010 (collectively, the "Notes"), subject to (i) the order of priority (the "Acceptance Priority Level") for such series and (ii) a cap of $50 million on the aggregate principal amount of May 2011 Notes and April 2011 Notes, on a combined basis, that may be purchased, are described in the Offer to Purchase dated August 10, 2009 and the related Letter of Transmittal (the "Offer Documents").

The following table sets forth the amount of each series of Notes validly tendered as of the Early Tender Date.

Title of Securities and CUSIP Numbers Principal Amount Outstanding (000s) Principal Amount Tendered as of Early Tender Date (000s) Acceptance Priority Level Maximum Tender Amount (000s) Total Consideration (1) Early Tender Payment (1)(2) Late Tender Offer Consideration (1)
5.95% Notes $250,000 $90,981 1st $50,000 (3) $1,050 $30 $1,020
due May 2011
(CUSIP No. 78355 HJJ 9)
5.0% Notes $175,000 $95,577 2nd $50,000 (3) $1,030 $30 $1,000
due April 2011
(CUSIP No. 78355 HJG 5)
4.625% Notes $225,000 $101,571 3rd (4) $1,020 $20 $1,000
due April 2010
(CUSIP No. 78355 HJF 7)

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(1)   Per $1,000 principal amount of Notes tendered and accepted for purchase. Does not include accrued and unpaid interest, which will be paid on Notes accepted for purchase.
(2)   Included in the Total Consideration for Notes validly tendered and not validly withdrawn in the Offer at or prior to 5:00 p.m., New York City time, on the Early Tender Date.
(3)   The Maximum Tender Amount for the May 2011 Notes and the April 2011 Notes, on a combined basis, is $50,000,000.  Subject to the terms and conditions of the Offer, since more than $50,000,000 May 2011 Notes have been validly tendered and not withdrawn to date, Ryder expects to purchase only $50,000,000 May 2011 Notes and does not expect to purchase any April 2011 Notes.
(4)   $100,000,000, less the amount of May 2011 Notes and April 2011 Notes tendered and accepted for purchase.

Holders of Notes that were validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on the Early Tender Date and accepted for purchase will receive the Total Consideration specified in the table above for each $1,000 principal amount of Notes purchased, which will include the applicable early tender payment set forth in the table above (the "Early Tender Payment"). Holders of Notes that are validly tendered after 5:00 p.m., New York City time, on the Early Tender Date, but at or before 12:00 midnight, New York City time, on September 4, 2009 and accepted for purchase will receive the Late Tender Offer Consideration. Notes may not be withdrawn after the Early Tender Date, except as required by law.

The Offer is scheduled to expire at 12:00 midnight, New York City time, on September 4, 2009, unless extended. The Offer is not subject to the receipt of any minimum amount of tenders but is subject to the general conditions set forth in the Offer Documents.

Provided that the conditions to the Offer have been satisfied or waived, payment for Notes purchased in the Offer will be made promptly after the Expiration Date, which is expected to be two business days following the Expiration Date, or September 9, 2009.

The Dealer Managers for the Offer are Mizuho Securities USA Inc., Jefferies & Company, Inc. and SunTrust Robinson Humphrey, Inc. Questions regarding the Offer may be directed to Mizuho Securities USA Inc. at 866-271-7403 (toll free) or to Jefferies & Company, Inc. at 877-877-0696 (toll free) and 212-284-2435 (collect) or to SunTrust Robinson Humphrey, Inc. at 800-685-4786 (toll-free) and 404-813-0215 (collect). Copies of the Offer Documents may be obtained from the Information Agent, D.F. King & Co., Inc., at 800-269-6427 (toll-free) and 212-269-5550 (collect).

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell the Notes or any other securities. Ryder is making the Offer only by, and pursuant to, the terms of the Offer Documents. The Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of Ryder, the Dealer Managers or the Tender Agent and the Information Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

About Ryder

Ryder provides leading-edge transportation, logistics, and supply chain management solutions. Ryder's stock (NYSE: R) is a component of the Dow Jones Transportation Average and the Standard & Poor's 500 Index. Ryder ranks 399th on the FORTUNE 500®. For more information on Ryder System, Inc., visit www.ryder.com.

Note Regarding Forward-Looking Statements: Certain statements and information included in this press release are "forward-looking statements," including statements regarding the completion of the Offer and the amount of each series of Notes Ryder will purchase in the Offer. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Important factors that could cause such differences include, among others, the risk that the conditions to the Offer are not satisfied or waived by the Expiration Date and the risks described in our filings with the Securities and Exchange Commission. The risks included here are not exhaustive. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact Information

  • Contacts:
    Media:
    David Bruce
    (305) 500-4999

    Investor Relations:
    Bob Brunn
    (305) 500-4053