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): May 18, 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:
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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. ☐
| Item 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On May 18, 2020, Republic Services, Inc. (the “Company”) entered into Amendment No. 1 to the Credit Agreement with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders party thereto (the “Credit Agreement Amendment”).
The Credit Agreement Amendment, among other things, revised the definition of Total Debt to EBITDA Ratio to exclude from Total Debt any outstanding tax-exempt bonds that are included in Total Debt and that are held by the Company or one of its subsidiaries as an investment included on the balance sheet of the Company or one of its subsidiaries pending the remarketing or repayment thereof.
The foregoing description of the Credit Agreement Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference. Each of the capitalized terms used but not defined in this Item 1.01 shall have the meaning given to such terms in the Credit Agreement Amendment.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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Exhibit
No. | | | Description |
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| | 4.1 | | | Amendment No. 1, dated as of May 18, 2020, to Credit Agreement, dated as of June 8, 2018, by and among Republic Services, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Ling Lender and L/C Issuer, and the other lenders party thereto |
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| | 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.
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| | | | REPUBLIC SERVICES, INC. |
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Date: May 21, 2020 | | | | By: | | /s/ Charles F. Serianni |
| | | | | | Charles F. Serianni |
| | | | | | Executive Vice President, Chief Financial Officer
(Principal Financial Officer) |
| | | | | | | |
Date: May 21, 2020 | | | | By: | | /s/ Brian A. Goebel |
| | | | | | Brian A. Goebel |
| | | | | | Vice President and
Chief Accounting Officer (Principal Accounting Officer) |
