Big bonuses in Republic merger

By Michael Mishak , Joe Schoenmann

Wednesday, Nov. 19, 2008 | 2 a.m.

Their company has been arguing that it needs to increase county residents’ garbage bills, and now executives with the county’s trash hauler are set to reap tens of millions of dollars in benefits and bonuses.

A proposed $5 billion merger between Republic Services and Allied Waste Industries Inc. includes compensation packages totaling $71 million to $152 million for the top people at the companies, according to a filing with the Securities and Exchange Commission.

The Clark County Commission gave its blessing to the merger Tuesday — but not before Commissioner Chris Giunchigliani said the bonus packages are proof Republic Services can pay for the cleanup of Sunrise Landfill on its own, without increasing trash rates.

Her comment was an attempt to drive a stake through the heart of a 2-year-old dispute with Republic. To comply with Environmental Protection Agency orders, Republic Services says it needs roughly $30 million more than the $36 million it has spent.

To recoup the expense, the company had asked the county for permission to add a surcharge to trash bills. But two weeks ago the commission voted to indefinitely postpone any requests for rate increases.

On Tuesday, Giunchigliani noted that the commission was advised by county lawyers that it could not “unnecessarily” reject the Republic-Allied merger. Although the approval does not prevent the company from pursuing future surcharges, she said, it should be obvious to everyone now that the company has more than enough money to take care of the landfill on its own.

County staff agreed with her that the merger “in no way absolves” the company of its obligations regarding the landfill.

Terms of the merger, approved by stockholders but awaiting approval of the U.S. Justice Department, are found in SEC filings.

The documents say four executives at Fort Lauderdale, Fla.-based Republic Services — James E. O’Connor, Michael J. Cordesman, Tod C. Holmes and David A. Barclay — will receive a total of roughly $21 million in benefits upon consummation of the merger.

Executives at Allied Waste Industries, based in Phoenix, were to receive benefits of just under $50 million upon a completed merger.

More bonuses would be paid if “synergies” are met by the third year of the merger — five executives from the two companies would receive an additional $45 million total in “integration bonuses,” and $36 million more would go to key employees.

Also within the SEC filing is the fact that before the merger, two groups — Cascade Investment LLC and the Bill & Melinda Gates Foundation — owned about 15 percent of Republic, making them the largest stockholders in the company.

Bob Coyle, Republic area president, could not be reached for comment Tuesday. A spokeswoman for the company said Tuesday that it is still weighing its options regarding commissioners’ putting the surcharge proposal on ice.

Commissioner Susan Brager said the bonuses have hardened her stance against revisiting the surcharge.

But, Brager added, she has been against giving Republic what it wants all along. “There are two new commissioners coming, you never know as time goes on.”

Steve Sisolak and Larry Brown will join the commission in January. Sisolak has said he is against the surcharge; Brown has said he would want to review more information before making a decision.

Commissioner Tom Collins has said that executive pay has nothing to do with the landfill question; Commission Chairman Rory Reid has abstained on votes regarding the landfill because his brother-in-law, a lawyer, was involved in Republic’s court agreement with the Environmental Protection Agency and the Justice Department regarding the landfill.

Sunrise Landfill is mentioned in the SEC filing but only as a footnote in a section on Republic’s financial history.

The landfill was closed in 1993 after operating about 50 years. It was capped and mostly forgotten until September 1998, when a record rainfall sent some of the landfill’s 25 million tons of waste into the Las Vegas Wash, which feeds into Lake Mead.

In 1999, the EPA demanded that Clark County and Republic fix the site. In April 1999, the county made a deal with Republic: In return for taking all responsibility for the landfill, Republic received a 15-year extension of its contract, which now stretches into the 2030s.

At the time, Republic estimated cleanup costs would reach about $36 million. It was off by about $30 million, which the company wants to recoup from its customers.

Weeks ago, Coyle told the Sun that EPA requirements increased the company’s initial cost estimate for the cleanup. He said, for instance, that the EPA demanded 59 ground water monitoring wells be dug instead of the seven the company initially thought were needed.

That increase alone resulted in expenses rising from a few hundred thousand dollars to about $14 million.