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
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TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement. | 3 |
| Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | 3 |
| Item 9.01 Financial Statements and Exhibits. | 4 |
| SIGNATURES | 5 |
| EX-4.1 | |
| EX-104 |
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
Amendment No. 2 to Amended and Restated Credit Agreement
On October 30, 2023, Republic Services, Inc. (the “Company”) and its subsidiary USE Canada Holdings, Inc. (the “Canadian Borrower”) entered into Amendment No. 2 (the “Credit Agreement Amendment”) to the Amended and Restated Credit Agreement, dated as of August 17, 2021 and amended on February 23, 2023 (the “Credit Agreement”), with the other lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.
The Credit Agreement Amendment increases the aggregate commitments under the Credit Agreement in an amount equal to $500 million (the “Commitment Increase”), for an aggregate commitment under the Credit Agreement of $3.5 billion. As part of the Commitment Increase, the amount of permitted (i) loans to the Canadian Borrower and (ii) loans denominated in Canadian dollars (the “Canadian Sublimit”) each were increased from $500 million to $1 billion. The Canadian Sublimit is a part of, and not in addition to, the aggregate commitments under the Credit Agreement.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K. The Credit Agreement Amendment is not intended to be a source of factual, business or operational information about the Company or its subsidiaries. The representations and warranties contained in the Credit Agreement Amendment were made only for purposes of the Credit Agreement Amendment and as of specific dates, were solely for the benefit of the parties to the Credit Agreement Amendment, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors and security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Upsize to Commercial Paper Program
On November 2, 2023, the Company amended its unsecured commercial paper program (the “Program”) to increase the maximum aggregate amount of unsecured commercial paper notes that may be issued from time to time under the Program from $1.0 billion to $1.5 billion.
From time to time, one or more commercial paper dealers acting as a dealer under the Program and certain of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other financial advisory services to the Company and its affiliates.
The Company may issue notes under the Program using the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The notes offered under the Program have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the notes under the Program.
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 30, 2023, by and among Republic Services, Inc., USE Canada Holdings, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. | |
| 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: November 3, 2023 | By: | /s/ Brian A. Goebel |
| Brian A. Goebel | ||
| Vice President and Chief | ||
| Accounting Officer | ||
| (Principal Accounting Officer) | ||
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