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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
MAY 11, 2000 (MAY 1, 2000)
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21054
SYNAGRO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0511324
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
1800 BERING, SUITE 1000 HOUSTON, TEXAS 77057
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 369-1700
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Item 5. Other events.
On May 1, 2000, Synagro Technologies, Inc. announced that it has entered
into a stock purchase agreement (the "Plan") to acquire the Bio Gro business
from Waste Management, Inc. for $201 million payable in cash and assumed debt.
Synagro has obtained commitments to finance the transaction with senior debt
provided by Bank of America, N. A. and a combination of senior subordinated debt
and convertible preferred stock issued to GTCR Golder Rauner, LLC. The closing
of this transaction and the financing is contingent upon receiving necessary
consents, approvals, and releases, as well as other customary closing
conditions.
No assurance can be given that the Plan will be completed as contemplated.
Item 7. Exhibits
99.1 Press release dated May 1, 2000.
2
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYNAGRO TECHNOLOGIES, INC.
Date: May 11, 2000 By: /s/ Thomas J. Bintz
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Thomas J. Bintz
Vice President/Corporate Controller
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press release dated May 1, 2000.
</TABLE>
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EXHIBIT 99.1
[SYNAGRO LETTERHEAD]
FOR IMMEDIATE RELEASE: MAY 1, 2000
SYNAGRO TO ACQUIRE WASTE MANAGEMENT'S BIO GRO SUBSIDIARY
ADDING APPROXIMATELY $120 MILLION IN REVENUES
HOUSTON, TEXAS, MAY 1, 2000 --- SYNAGRO TECHNOLOGIES, INC. (NASDAQ SMALLCAP:
SYGR), one of the country's leading independent, full service providers of
residuals management services, announced today that it has entered into a stock
purchase agreement to acquire the Bio Gro business from Waste Management, Inc.,
for $201 million payable in cash and assumed debt. Synagro has obtained
commitments to finance the transaction with senior debt provided by Bank of
America, N.A. and a combination of senior subordinated debt and convertible
preferred stock issued to GTCR Golder Rauner, LLC. The closing of this
transaction and the financing is contingent upon receiving necessary consents,
approvals, and releases, as well as other customary closing conditions.
Bio Gro, headquartered in Millersville, Maryland, is a leading provider of
organic residuals management services in North America generating more than $120
million in annual revenues. Bio Gro provides a full range of biosolids
management services to municipalities and industrial customers through five
primary business sectors: land application, dewatering, heat drying and
pelletization, composting, and alkaline stabilization. Founded in 1978, Bio Gro
services over 160 contracts for customers in 24 states. These customers include
many major cities such as New York City, Baltimore, Charlotte, Chicago, Los
Angeles, and Washington, D.C. Bio Gro currently manages over 4 million wet tons
per year of biosolids and industrial residuals through land application and its
Class A processing facilities. Bio Gro owns and operates three of the largest
and most advanced heat drying and pelletization facilities in the United States.
Ross M. Patten, Synagro's Chief Executive Officer, said, "we have been working
very hard the last several years to build the infrastructure and capability to
pursue such a pivotal acquisition. We are very excited for our shareholders, the
clients of both Synagro and Bio Gro, and our industry. With expanded service
capabilities that include the most advanced Class A and Class B technologies, a
well-respected workforce, and unmatched facilities experience, the Bio Gro
acquisition allows Synagro to compete for tremendous opportunities in the
growing residuals management industry." Mr. Patten also noted that "once
completed, this acquisition, along with those announced earlier in the year,
will increase Synagro's pro forma annual revenues to approximately $230 million
with corresponding pro forma annual earnings before interest, taxes,
depreciation, and amortization ("EBITDA") of approximately $60 million, which
represents increases of 307% and 477% over Synagro's reported year ended
December 31, 1999 results of $56.5 million and $10.4 million, respectively."
Mark A. Weidman, Bio Gro's President, stated "our companies complement each
other well. While we have enjoyed our relationship with Waste Management,
joining Synagro will provide
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us with a new platform, focused exclusively on organic residuals management. The
combination of two of the most talented and innovative groups of employees in
our industry will greatly enhance our service offerings to our municipal,
industrial, and agricultural client base."
Synagro is the fastest growing company focused on organic residuals management
services, and has operations located throughout the country. In addition to
pursuing acquisitions in key markets, the company is positioning itself as the
national provider of biosolids services to municipalities and wastewater
privatization projects throughout North America.
This press release contains certain forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, which involve
known and unknown risks, uncertainties or other factors not under the Company's
control which may cause the actual results, performance or achievement of the
Company to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors include,
but are not limited to, (1) the ability to find, timely close, and integrate
acquisitions, (2) changes in accounting practices and treatment for
acquisitions, (3) unseasonable weather, (4) changes in government regulations,
and (5) the ability to access debt and equity financing when needed. Other
factors are discussed in the Company's periodic filings with the Securities and
Exchange Commission.
