UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 21, 2011 (April 20, 2011)
Republic Services, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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1-14267
(Commission File Number)
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65-0716904
(IRS Employer Identification No.) |
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| 18500 North Allied Way |
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| Phoenix, Arizona
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85054 |
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(Zip Code) |
(480) 627-2700
(Registrant’s telephone number, including area code)
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)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 20, 2011, Republic Services, Inc. (the “Company”) entered into a $1.25 billion revolving
credit facility pursuant to an Amended and Restated Credit Agreement with Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and the
Guarantors party thereto (the “Amended and Restated Credit Facility”). Substantially all of the
subsidiaries of the Company guarantee all obligations under the Amended and Restated Credit
Facility.
Extensions of credit under the Amended and Restated Credit Facility will be used for working
capital, capital expenditures, letters of credit and other general corporate purposes.
The Amended and Restated Credit Facility will mature in April, 2016. The Amended and Restated
Credit Facility includes a feature that will allow the Company to increase availability under the
Amended and Restated Credit Facility, at its option, by an aggregate amount of up to $500 million,
through increased commitments from existing lenders or the addition of new lenders. At the
Company’s option, borrowings under the Amended and Restated Credit Facility bear interest at
LIBOR-based rates or at prime-based rates. Available amounts subject to outstanding letters of
credit, and outstanding principal, accrued and unpaid interest and other amounts payable under the
Amended and Restated Credit Facility may be accelerated upon an event of default, as such events
are described in the Amended and Restated Credit Facility.
The Amended and Restated Credit Facility contains customary affirmative and negative covenants,
including, among other things, covenants requiring the Company to maintain certain financial
ratios. The Company has the ability under the covenants in the Amended and Restated Credit
Facility to pay dividends and to repurchase its common stock provided that it is in compliance with
the covenants. This description of the Amended and Restated Credit Facility is qualified in its
entirety by reference to the copy of such agreement filed as Exhibit 4.1 to this report, which is
incorporated by reference herein.
In addition, on April 20, 2011, the Company entered into Amendment No. 2, to its existing $1.75
billion credit facility (the “Existing Credit Facility”), by and among the Company, each of the
Guarantors party thereto, Bank of America, N.A., as Administrative Agent and each of the lenders
signatory thereto (“Amendment No. 2”). Amendment No. 2 does not extend the maturity date of or
change the rates of interest provided under the Existing Credit Facility, which matures in
September, 2013, but does reduce the commitments under the existing Credit Facility to $1.25
billion and conforms certain terms of the Existing Credit Facility with those of the Amended and
Restated Credit Facility. Substantially all of the subsidiaries of the Company continue to
guarantee all obligations under the Existing Credit Facility. This description of the Amendment
No. 2 is qualified in its entirety by reference to the copy of such agreement filed as Exhibit 4.2
to this report, which is incorporated by reference herein.
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| ITEM 2.03. |
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT. |
On April 20, 2011, the Company entered into a $1.25 billion Amended and Restated Credit Agreement;
the information required by Item 2.03 of Form 8-K is included in Item 1.01 of this report.
On April 20, 2011, the Company amended its $1.75 billion Credit Agreement; the information required
by Item 2.03 of Form 8-K is included in Item 1.01 of this report.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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| Exhibits |
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Exhibit Description |
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4.1
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Amended and Restated Credit Agreement, dated as April 20, 2011,
by and among Republic Services, Inc., as Borrower, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer, the other lenders party thereto and the Guarantors party
thereto. |