Republic Services Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 | ||
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. ☐
TABLE OF CONTENTS
| 3 | ||
| 3 | ||
| 4 | ||
| EX-1.1 |
||
| EX-4.1 |
||
| EX-4.2 |
||
| EX-4.3 |
||
| EX-5.1 |
||
| EX-23.1 |
||
| EX-104 |
||
2
| Item 8.01 | OTHER EVENTS. |
On June 17, 2024, Republic Services, Inc. (the “Company”) agreed to sell $400,000,000 aggregate principal amount of its 5.000% notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of its 5.200% notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about June 25, 2024, subject to customary closing conditions.
Each series of Notes will be issued pursuant to that certain Indenture, dated November 25, 2009 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Fifteenth Supplemental Indenture, to be dated on or about June 25, 2024, between the Company and the Trustee (the “Fifteenth 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. 333-266553).
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The form of Fifteenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of 2029 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. The form of 2034 Notes is filed as Exhibit 4.3 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
3
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: June 20, 2024 | By: | /s/ Catharine D. Ellingsen | ||||
| Catharine D. Ellingsen | ||||||
| Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary | ||||||
4