UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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TABLE OF CONTENTS
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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 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
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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: June 20, 2024 | By: | /s/ Catharine D. Ellingsen | ||||
| Catharine D. Ellingsen | ||||||
| Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary | ||||||
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