Waste Industries accepts agreement to go private

Waste Industries USA, Inc. announced that it has entered into a definitive merger agreement with an investor group led by Lonnie C. Poole, Jr., the Company’s founder and chairman, and Jim W. Perry, the Company’s president and chief executive officer, and financial partners Macquarie Infrastructure Partners and Goldman Sachs, in which the investor group will acquire all outstanding shares of Waste Industries that the investor group does not already own for $38.00 per share in cash. The total equity value of the transaction, including the investment to be made by the investor group, is valued at approximately $544 million.

Waste Industries received the investor group’s original going private offer on October 22, 2007. Following extensive negotiations, during which the price was increased from $36.75 per share to $38.00, the Special Committee of the independent directors of Waste Industries, advised by independent financial and legal advisors, determined that the transaction is fair to Waste Industries and its public shareholders. Based on the recommendation of the Special Committee, Waste Industries’ Board approved the transaction.

The price of $38.00 per share represents a 33% premium to Waste Industries’ closing price of $28.47 on the last trading day prior to the communication of the October 22 offer to Nasdaq.

The transaction is expected to close during the first half of 2008 and is subject to the approval of the shareholders of Waste Industries, certain regulatory approvals and other customary closing conditions.