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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    
STATE OF CALIFORNIA,
COMMONWEALTH OF KENTUCKY,
STATE OF MICHIGAN,
STATE OF NORTH CAROLINA,
STATE OF OHIO,
COMMONWEALTH OF PENNSYLVANIA, and   
STATE OF TEXAS

                  Plaintiffs,

                  v.

REPUBLIC SERVICES, INC., and
ALLIED WASTE INDUSTRIES, INC.,

                  Defendants.


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Civil Action No: 1:08-cv-2076-RWR

Judge: Richard W. Roberts

Description: Antitrust



JOINT STATUS REPORT ON STEPS TAKEN FOLLOWING
FILING OF UNITED STATES RESPONSE TO PUBLIC COMMENTS (REDACTED)

Pursuant to the Court's order of July 14, 2009, Plaintiffs, the United States and the State of California, Commonwealth of Kentucky, State of Michigan, State of North Carolina, State of Ohio, Commonwealth of Pennsylvania, and the State of Texas (the "States"), and the Defendants Republic Services, Inc. ("Republic'") and Allied Waste Industries, Inc. ("Allied"), hereby file their Joint Status Report identifying the steps taken since the United States filed its Response to Public Comments on May 14, 2009.

On May 4, 2009, the parties filed a Joint Status Report ("Initial Status Report")1 identifying steps taken following the Court's entry of the Hold Separate Stipulation and Order ("HSSO"). This Joint Status Report identifies the steps taken since the filing of the Initial Status Report and since the United States filed its Response to Public Comments on May 14, 2009. The United States, the States, and Defendants hereby adopt the definitions of terms used herein as set forth in the Proposed Final Judgment ("PFJ") in this action filed on December 3, 2008.

I. INTRODUCTION

Since the filing of the Initial Status Report, and since the United States filed its Response to Public Comments, Republic has continued to make substantial progress in selling the Divestiture Assets as defined in the PFJ. As of the date of this Joint Status Report, Republic has signed Asset Purchase Agreements with and tendered to the United States and the States Acquirers for the Divestiture Assets in each of the 15 areas in which it is required to divest assets as a condition of the approval of the acquisition of Allied by Republic. To date, the United States and the States have reviewed and formally approved the sale of the Divestiture Assets in 14 of the 15 geographic markets to the proffered Acquirers. Republic and Acquirers have closed on the sale of the Divestiture Assets in thirteen relevant areas. Republic is continuing to work to close on the sale of the Divestiture Assets in the remaining areas. A chart summarizing the status of Republic's divestiture efforts in each of the relevant areas is located below in Part III of this Joint Status Report.

Republic has also continued to take steps in accordance with its obligations under the HSSO (1) to ensure that the Divestiture Assets have remained independent, economically viable and ongoing business concerns uninfluenced by Republic; and (2) to maintain competition in accordance with the terms of the HSSO.

II. BACKGROUND

The relevant background has been summarized and reported in the Initial Status Report (see § II).

III. STEPS TAKEN TO SELL THE DIVESTITURE ASSETS

As of the filing of the Initial Status Report, Republic had signed contracts with Acquirers of the Divestiture Assets located in 12 of the 15 areas and had closed on the sale of those assets in 10 of those areas. Since the filing of the Initial Status Report and the tiling of the United States's Response to Public Comments, Republic has continued to work expeditiously to market and sell the Divestiture Assets. The table below summarizes the status of the sale of the Divestiture Assets in each of the relevant areas:

STATUS OF DIVESTITURE ASSETS
Relevant Area Purchaser Price DOJ Approval
Date
Status/Closing
Date
Bundled Seven (7) Divistiture Assets
Denver, Colorado
Waste Connections, Inc.
$311.16 million
(as part of Bundled Assets)
March 31, 2009
Closed as of April 1, 2009
Flint, Michigan
Waste Connections, Inc.
$311.16 million
(as part of Bundled Assets)
March 31, 2009
Closed as of April 1, 2009
Houston, Texas
Waste Connections, Inc.
$311.16 million
(as part of Bundled Assets)
March 31, 2009
Closed as of April 1, 2009
Los Angeles, California
Waste Connections, Inc.
$311.16 million
(as part of Bundled Assets)
March 31, 2009
Closed as of April 1, 2009
Charlotte, North Carolina
Waste Connections, Inc.
$311.16 million
(as part of Bundled Assets)
March 31, 2009
Closed as of April 1, 2009
Lubbock, Texas
Waste Connections, Inc.
$311.16 million
(as part of Bundled Assets)
March 31, 2009
Closed as of April 1, 2009

STATUS OF DIVESTITURE ASSETS
Relevant Area Purchaser Price DOJ Approval
Date
Status/Closing
Date
Eight (8) Separate Divistiture Assets
Atlanta, Georgia
Advanced Disposal, Inc.
$12.09 million
March 31, 2009
Closed as of April 1, 2009
Cape Girardeau, Missouri
IESI Corp.
$14.92 million (with Fort Worth Assets)
April 14, 2009
Closed as of May 1, 2009
Fort Worth, Texas
IESI Corp.
$14.92 million (with Cape Girardeau Assets)
April 14, 2009
Closed as of May 1, 2009
Philadelphia, Pennsylvania
Covanta Energy Corp.
$16 million
March 31, 2009
Closed as of May 1, 2009
San Francisco, California
Waste Connections, Inc.
$57.5 million
April 14, 2009
Closed as of April 21, 2009
Cleveland, Ohio
[REDACTED]
[REDACTED]
July 23, 2009
[REDACTED]
Lexington, Kentucky
[REDACTED]
[REDACTED]
July 23, 2009
[REDACTED]
Northwest Indiana
[REDACTED]
[REDACTED]
TBD
[REDACTED]

Below is a summary of the status of Republic's divestiture efforts since the May 4, 2009 filing of the Initial Status Report with respect to the Divestiture Assets located in the five areas as to which a closing had not yet occurred as of that date.

Charlotte, North Carolina

The acquisition of the Charlotte, North Carolina Divestiture Assets by Waste Connections,lnc. closed on May 15, 2009.

Lubbock, Texas

The acquisition of the Lubbock, Texas Divestiture Assets by Waste Connections, Inc. closed on May 31, 2009.

Cleveland, Ohio

Following discussions with potential Acquirers, Republic selected [REDACTED] as the Acquirer of the Cleveland assets and signed a contract for the sale of the Divestiture Assets with [REDACTED] on May 13, 2009. Closing of this transaction was delayed pending approval of the Ohio Environmental Protection Agency ("Ohio EPA"). The Ohio EPA approved the transaction on July 22, 2009, and the United States confirmed its approval of the sale of the Cleveland assets to [REDACTED] by letter dated July 23, 2009. [REDACTED]

Lexington, Kentucky

Following submission of second-round bids for the Divestiture Assets in Lexington, Kentucky, Republic narrowed the prospective Acquirers to two companies and ultimately signed an Asset Purchaser Agreement with [REDACTED] on June 30, 2009. The United States confirmed its approval of the sale of the Lexington assets to [REDACTED] by letter dated July 23, 2009. [REDACTED]

Northwest, Indiana

[REDACTED] Republic contacted several other prospective Acquirers and received written proposals to purchase the Divesture Assets. Following receipt of the proposals, Republic selected [REDACTED] and signed an Asset Purchase Agreement with [REDACTED] July 21, 2009. [REDACTED]

C. Affidavits

In compliance with Section X(A) of the PFJ, Republic has continued to deliver periodic affidavits to the United States and the States describing in detail the status and contacts that Republic has had with any party regarding the sale and purchase of any of the Divestiture Assets. These affidavits are attached hereto as Exhibit B.

IV. STEPS TAKEN TO MAINTAIN DIVESTITURE ASSETS AS A SEPARATE ECONOMIC ENTITIES AND MAINTAIN COMPETITION

The Initial Status Report summarized the steps taken by Republic to maintain the Divestiture Assets as separate economic entities as required by the HSSO (see § IV). Since the filing of the Initial Status Report and the filing of the United States's Response to Public Comments, Republic has continued to take all steps necessary to comply with its obligations under the HSSO.

V. REQUIREMENTS OF THE ANTITRUST PROCEDURES AND PENALTIES ACT

On December 3, 2008, the United States and the States filed the Complaint in this matter. At the same time, the United States filed a PFJ and HSSO signed by the United States, the States, and the defendants consenting to the entry of the PFJ after compliance with the requirements of the Antitrust Procedures and Penalties Act ("APPA"). Pursuant to those requirements, a Competitive Impact Statement ("CIS") also was filed with this Court on December 3, 2008. The PFJ and CIS were published in the Federal Register on December 16, 2008, and a summary of the terms of the PFJ and CIS, together with directions for the submission of written comments relating to the PFJ, was published for seven days in The Washington Post on December 31, 2008 through January 6, 2009.

The 60-day public comment period began on January 7, 2009 and concluded on March 9, 2009. The United States filed the live comments it received and its Response to Public Comments with the Court on May 14, 2009. The public comments and Response were published in the Federal Register on June 16, 2009. With this publication, the United States met all the requirements under the APPA.

The United States and the States then filed the pending Motion for Entry of the Proposed Final Judgment on July 16, 2009. As set forth in that motion, entry of the Final Judgment is in the public interest.

Under the PFJ, Republic is required within 90 days after the filing of the Complaint, or five (5) days after notice of entry of the Final Judgment by the Court, whichever is later, to divest all Divestiture Assets in a manner consistent with the Final Judgment to an Acquirer(s} acceptable to the United States in its sole discretion, after consultation with the States. The 90-day period ended on March 4, 2009. Thus, the remaining divestitures must be effectuated no later than five days after entry of the PFJ. Pursuant to Section IV(A) of the PFJ, the United States, in its sole discretion, after consultation with the States, may agree to one or more extensions of this time period not to exceed sixty (60) calendar days in total to effectuate the remaining Divestiture Assets in the remaining geographic markets, and shall notify the Court in such circumstances.

August 3, 2009 By: ___/s/__Edward B. Schwartz__________
Edward B. Schwartz (D.C. Bar 0.429690)
Shearman & Sterling LLP
801 Pennsylvania Avenue, NW. Suite 900
Washington, DC 20004
Telephone: 202.508.8150
Facsimile: 202.508.8001
Email: edward.schwartz@shearman.com

Counsel for Defendant Republic Services, Inc. and Allied Waste Industries, Inc.

  By:

___/s/__Stephen A. Harris_____________
Stephen A. Harris (NJ Bar No. 020201999)
UNITED STATES DEPARTMENT OF JUSTICE, ANTITRUST DIVISION, LITIGATION SECTION
1401 H Street, NW, Suite 3000
Washington, DC 20530
Telephone: 202.514.4901
Facsimile: 202.307.6583
Email: stephen.harris@usdoj.gov

Counsel for Plaintiff the United States of America


Dated: July 30, 2009

FOR PLAINTIFF STATE OF CALIFORNIA

Edmund G. Brown, Jr.
Attorney General

Kathleen E. Foote
Senior Assistant Attorney General

Sangeetha M. Raghunathan
Deputy Attorney General

By:

_______________/s/________________
Nicole S. Gordon
Deputy Attorney General
State of California
Office of Attorney General
455 Golden Gate Avenue
San Francisco, CA 94102
Telephone: (415) 703-5702
Facsimile: (415) 703-5480
Email: nicole.gordon@doj.ca.gov

   


Dated: July 30, 2009

FOR PLAINTIFF COMMONWEALTH OF KENTUCKY

Jack Conway
Attorney General

By:

_______________/s/________________
C. Terrell Miller
Assistant Attorney General

_______________/s/________________
Maryellen B. Mynear
Branch Manager, Litigation
Consumer Protection Division
1024 Capital Center Drive
Frankfurt, KY 40601
Telephone: (502) 696-5389
Facsimile: (502) 573-8317
Email: Terrell.Miller@ag.ky.gov

   


Dated: July 30, 2009

FOR PLAINTIFF STATE OF MICHIGAN

Michael A. Cox
Attorney General

By:

_______________/s/________________
M. Elizabeth Lippett
Assistant Attorney General
Corporate Oversight Division
Antitrust Section
Attorneys for the State of Michigan
G. Mennen Williams Building, 6th Floor
525 W. Ottawa Slreet
Lansing, Michigan 48913
Telephone: (517) 373-1160
Fax: 517-335-6755
Email: Lippitte@michigan.gov

   


Dated: July 30, 2009

FOR PLAINTIFF STATE OF NORTH CAROLINA

Roy Cooper
Attorney General

By:

_______________/s/________________
K. D. Sturgis
North Carolina Depanment of Justice
9001 Mail Service Center
Raleigh, NC 27699-9001
Telephone: (919) 716.6000
Facsimile: (919) 716-6050
Email: KSturgis@ncdoj.gov

  


Dated: July 31, 2009

FOR PLAINTIFF STATE OF OHIO

Richard Cordray
Attorney General

By:

_______________/s/________________
Mitchell L. Gentile
Principal Attorney, Antitrust Section
Office of the Ohio Attorney General
150 East Gay Street, 23rd Floor
Columbus, Ohio 43215
Telephone: (614) 466-4328
Facsimile: (614) 995-0266
Email: Jpratt@ag.state.oh.us

  


Dated: July 30, 2009

FOR PLAINTIFF COMMONWEALTH OF PENNSYLVANIA

Thomas W. Corbett, Jr.
Attorney General

By:

_______________/s/________________
Jennifer J. Kirk
Deputy Attorney General

James A. Donahue, III
Chief Deputy Attorney General

Norman J. Marden
Deputy Attorney General

Antitrust Section
14th Floor, Strawberry Square
Harrisburg, PA 17120
Telephone: (717) 787-4530
Facsimile: (717) 705-711 0
E-mail: jdonahue@attorneygeneral.gov

  


Dated: July 30, 2009

FOR PLAINTIFF STATE OF TEXAS

Greg Abbott
Attorney General of Texas

C. Andrew Weber
First Assistant Attorney General

David S. Morales
Deputy Attorney General for Civil Litigation

Tommy Prud'homme
Acting Chief, Antitrust Division

By:

_______________/s/________________
Kim Van Winkle
Texas Bar No. 24003104
Antitrust Division
Office of the Attorney General
P.O. Box 12548
Austin, Texas 78711-2548
Tel: (512) 463-1266
Fax: (512) 320-0975

  


FOOTNOTES

1. Joint Status Report on Steps Taken Following Entry of the Hold Separate Stipulation and Order, docket number 10, entered May 4, 2009. attached as Exhibit A (without exhibits).