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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2020
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-14267 | 65-0716904 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
18500 North Allied Way Phoenix, Arizona | 85054 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 627-2700
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of exchange on which registered | ||
Common Stock, par value $0.01 per share | RSG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01 | OTHER EVENTS |
On August 11, 2020, Republic Services, Inc. (the “Company”) agreed to sell $650,000,000 aggregate principal amount of its 1.450% notes due 2031 (the “Notes”), pursuant to the Underwriting Agreement, dated August 11, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about August 20, 2020, subject to customary closing conditions.
The Notes will be issued pursuant to that certain Indenture, dated November 25, 2009 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Tenth Supplemental Indenture, to be dated on or about August 20, 2020, between the Company and the Trustee (the “Tenth Supplemental Indenture”). The offer and sale of the Notes was registered under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (No. 333-234390).
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The form of Tenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. In connection with the issuance of the Notes, the opinion of Covington & Burling LLP with respect to the validity of the Notes is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
Exhibit | Description | |
1.1 | Underwriting Agreement, dated August 11, 2020, among Republic Services, Inc. and BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as representatives of the underwriters named therein | |
4.1 | Form of Tenth Supplemental Indenture to the Indenture between Republic Services, Inc. and U.S. Bank National Association, as trustee | |
4.2 | Form of 1.450% Notes due 2031 (included as Exhibit A to Exhibit 4.1) | |
5.1 | Opinion of Covington & Burling LLP, as to the validity of the Notes | |
23.1 | Consent of Covington & Burling LLP (contained in Exhibit 5.1 hereto) | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REPUBLIC SERVICES, INC. | ||||||
Date: August 13, 2020 | By: | /s/ Brian A. Goebel | ||||
Brian A. Goebel | ||||||
Vice President and Chief Accounting Officer |