Current Report Filing (8-k)

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:

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. ☐

TABLE OF CONTENTS


Item 1.01 Entry into a Material Definitive Agreement			3
Item 9.01 Financial Statements and Exhibits			3

SIGNATURES			4
EX-4.1
EX-104

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


Exhibit No.		Description

	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

	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: 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)