UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 3, 2018
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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
EX-1.1
EX-4.1
EX-4.2
EX-5.1
EX-12.1
EX-23.1
On May 3, 2018, Republic Services, Inc. (the “Company”) agreed to sell $800,000,000 aggregate principal amount of its 3.950% notes due 2028 (the “Notes”), pursuant to the Underwriting Agreement, dated May 3, 2018 (the “Underwriting Agreement”), among the Company, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about May 14, 2018, 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 Seventh Supplemental Indenture, to be dated on or about May 14, 2018, between the Company and the Trustee (the “Seventh Supplemental Indenture”). The offer and sale of the Notes will be registered under the Securities Act of 1933, as amended, by a Registration Statement on FormS-3 (No.333-216111).
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form8-K. The form of Seventh Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form8-K. The form of Notes and the computation of the ratio of earnings to fixed charges are filed as Exhibits 4.2 and 12.1, respectively, to this Current Report on Form8-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 Form8-K.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated May 3, 2018, among Republic Services, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein |
| |
| 4.1 | | Form of Seventh Supplemental Indenture to the Indenture between Republic Services, Inc. and U.S. Bank National Association, as trustee |
| |
| 4.2 | | Form of 3.950% Notes due 2028 (included as Exhibit A to Exhibit 4.1) |
| |
| 5.1 | | Opinion of Covington & Burling LLP, as to the validity of the Notes |
| |
| 12.1 | | Statement of computation of ratio of earnings to fixed charges |
| |
| 23.1 | | Consent of Covington & Burling LLP (contained in Exhibit 5.1 hereto) |
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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: May 11, 2018 | | By: | | /s/ Brian A. Goebel |
| | | | Brian A. Goebel |
| | | | Vice President and
Chief Accounting Officer |
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