UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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TABLE OF CONTENTS
| Item 8.01 Other Events |
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| Item 9.01 Financial Statement and Exhibits |
3 | |||
| SIGNATURES |
4 | |||
| EX-1.1 |
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| EX-4.1 |
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| EX-4.2 |
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| EX-4.3 |
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| EX-5.1 |
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| EX-23.1 |
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| EX-104 |
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| Item 8.01 | OTHER EVENTS |
On November 9, 2020, Republic Services, Inc. (the “Company”) agreed to sell $350,000,000 aggregate principal amount of its 0.875% notes due 2025 (the “2025 Notes”) and $750,000,000 aggregate principal amount of its 1.750% notes due 2032 (the “2032 Notes” and, together with the 2025 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC, as representative of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about November 24, 2020, 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 National Association, as trustee (the “Trustee”), as supplemented by the Eleventh Supplemental Indenture, to be dated on or about November 24, 2020, between the Company and the Trustee (the “Eleventh 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 Eleventh Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of 2025 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. The form of 2032 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
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated November 9, 2020, between Republic Services, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters named therein | |
| 4.1 | Form of Eleventh Supplemental Indenture to the Indenture between Republic Services, Inc. and U.S. Bank National Association, as trustee | |
| 4.2 | Form of 0.875% Notes due 2025 (included as Exhibit A-1 to Exhibit 4.1) | |
| 4.3 | Form of 1.750% Notes due 2032 (included as Exhibit A-2 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 | |
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 12, 2020 | By: | /s/ Brian A. Goebel |
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| Brian A. Goebel | ||||||||
| Vice President and Chief Accounting Officer |
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