Current Report Filing (8-k)
November 15 2017 - 12:57PM
Edgar (US Regulatory)
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): November 13, 2017
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14267
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65-0716904
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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18500 North Allied Way
Phoenix, Arizona
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85054
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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TABLE OF CONTENTS
On November 13, 2017, Republic Services, Inc. (the Company) agreed to
sell $650,000,000 aggregate principal amount of its 3.375% notes due 2027 (the Notes), pursuant to the Underwriting Agreement, dated November 13, 2017 (the Underwriting Agreement), among the Company, BNP Paribas
Securities Corp., 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 November 16, 2017,
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 Sixth Supplemental Indenture, to be dated on or about November 16, 2017, between the Company and the
Trustee (the Sixth 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 Form
S-3
(No.
333-216111).
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K.
The form of Sixth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form
8-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 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
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated November
13, 2017, among Republic Services, Inc. and BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein
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4.1
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Form of Sixth Supplemental Indenture to the Indenture, dated as of November 25, 2009, between Republic Services, Inc. and U.S. Bank National Association, as trustee
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4.2
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Form of $650,000,000 3.375% Notes due 2027 (included as Exhibit A to Exhibit 4.1)
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5.1
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Opinion of Covington & Burling LLP, as to the validity of the Notes
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12.1
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Statement of computation of ratio of earnings to fixed charges
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23.1
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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.
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REPUBLIC SERVICES, INC.
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Date: November 15, 2017
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By:
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/s/ Brian A. Goebel
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Brian A. Goebel
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Vice President and
Chief Accounting
Officer
(Principal Accounting Officer)
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