• E-mail
• Print
• Comment
• Font Size
• Digg
• del.icio.us
• Discuss article

Akerman Senterfitt Advises Republic Services Through Multi-Billion Dollar Merger with Allied Waste Industries

Posted on: Friday, 5 December 2008, 15:13 CST

MIAMI, Dec. 5 /PRNewswire/ -- Republic Services, Inc. (NYSE: RSG) and Allied Waste Industries have today closed their merger, creating the second largest waste management and environmental services company in the United States. The combined company is called Republic Services, Inc. Akerman Senterfitt served as lead counsel to Republic throughout the transaction.

Creating a company with an enterprise value of approximately $16 billion, the Republic-Allied Waste merger is the largest deal in the industrial services sector in 2008 and represents one of the largest deals to be successfully completed since the beginning of the economic crisis in the U.S. The transaction was structured as a merger of equals in which approximately $4 billion of Republic stock was issued to Allied shareholders in exchange for all outstanding Allied stock. In mid-September, Republic obtained a new $1.75 billion credit facility and modified an existing $1.0 billion credit facility in connection with the transaction. Republic continues to have investment grade credit ratings.

"Getting a deal of this size and complexity done in this financial climate is really a testament to the strength and resolve of both companies in a well-orchestrated transaction," said Jonathan Awner, Chair of Akerman's Corporate practice group, who led the multi-disciplinary team comprised of more than 20 Akerman senior attorneys on the deal. "The extraordinarily difficult context of the credit markets was certainly problematic in getting this deal across the finish line. Complex environmental considerations, an inopportune hostile bid for Republic in the midst of the transaction, and subsequent shareholder class action litigation related to that bid, posed additional challenges."

The Akerman team negotiated the merger agreement, performed extensive due diligence, handled the deal's securities registration, debt financing, employee benefits and executive compensation, tax issues and environmental/regulatory matters, and closed the deal on behalf of Republic. One of the more daunting tasks required before the closing of the merger included the review of hundreds of landfill and transfer station permits from the separate companies for the transaction, as well as thousands of municipal and other contracts, and obtaining necessary consents and approvals. This activity was undertaken in all areas where Republic and Allied Waste have operated on federal, state and local levels.

"As national companies with operations in over 40 U.S. states and territories, this deal required extensive due diligence in regard to regulatory compliance and processing," said Robert Fabricant, Chair of Akerman's Environment and Natural Resources practice and former General Counsel of the U.S. Environmental Protection Agency. "Executing a multi-state environmental compliance review of this scale required seamless cross-practice coordination between our Corporate and Environmental practice groups."

Akerman Senterfitt served as co-defense counsel to Republic and its board of directors with respect to shareholder class action litigation that was filed to attempt to block the merger transaction. A memorandum of understanding has been entered into with the plaintiffs to settle the litigations, subject to court approval.

Akerman Senterfitt has advised Republic as its primary corporate counsel for more than 10 years on a vast range of legal issues including mergers and acquisitions, corporate governance, finance, securities, government contracts, landfill gas extraction contracts, executive compensation and employee benefits matters. Akerman served as issuer's counsel in Republic's $1.5 billion initial public offering of common stock in 1998 and in all its subsequent equity and debt issuances.

Akerman's Corporate practice has more than 100 attorneys, and is the largest Corporate and Securities Law practice in Florida. Akerman is ranked number one by Chambers & Partners for Corporate/M&A in Florida and is recognized throughout the U.S. for its corporate practice. Akerman represents numerous public companies as well as leading private equity firms and financial institutions.

Akerman's Environment and Natural Resources practice operates throughout the United States and includes a former General Counsel of the EPA, a former Chief Counsel to the Army Corps of Engineers, a former General Counsel of the New York City DEP, a former Deputy General Counsel at the Florida DEP, a former Deputy Assistant Secretary for Water and Science at the U.S. Department of the Interior, as well as a number of other recognized leaders in areas of contaminated property litigation, Brownfields redevelopment, and environmental infrastructure permitting and contracting. The group is recognized nationally for its broad range of experience in all facets of environmental counseling, permitting, and litigation, including civil and criminal enforcement defense, arising out of the major federal environmental statutes.

About Akerman Senterfitt

Akerman is ranked among the top 100 law firms in the U.S. by The National Law Journal NLJ 250 (2008) in number of lawyers and is the largest firm in Florida. With more than 500 lawyers and governmental affairs professionals, the firm serves clients in major business centers throughout the United States, including Miami, New York, Washington D.C. and Los Angeles. For additional information, please visit the firm's Web site at www.akerman.com.

Contact: Pat Tucker (212) 994-7561 patrick.tucker@rfbinder.com Walter Fowler (212) 994-7512 walter.fowler@rfbinder.com

SOURCE Akerman Senterfitt

Source: PR Newswire

More News in this Category