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 25, 2009 (November 25, 2009)
Republic Services, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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| 1-14267
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65-0716904 |
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(IRS Employer Identification No.) |
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| 18500 North Allied Way |
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| Phoenix, Arizona
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85054 |
| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 November 25, 2009, Republic Services, Inc. (the “Company”) completed the issuance and
sale of $600 million of Senior Notes due 2021 (the “Notes”) in a previously announced
private offering.
The
Company intends to use the net proceeds of the offering, which are approximately $595.6
million, as follows: approximately $450 million to finance the Company’s call of its 7.875%
Senior Notes due 2013, of which $450 million is outstanding, and
approximately $145.6
million to finance a portion of the Company’s call of its 4.250% Senior Subordinated
Convertible Debentures due 2034, of which $230 million is outstanding. Cash on hand will be
used to pay any accrued and unpaid interest and call premiums associated with these calls.
The Notes were sold only to qualified institutional buyers in accordance with Rule 144A of
the Securities Act of 1933, as amended (the “Securities Act”), and outside the United
States to non-U.S. persons, in reliance on Regulation S. The Notes are subject to
restrictions on transfer and may only be offered or sold in transactions exempt from, or
not subject to, the registration requirements of the Securities Act.
Indenture
The Notes were issued pursuant to the Indenture (the “Base Indenture”), dated as of
November 25, 2009, by and between the Company and U.S. Bank National Association, as
trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the
“Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), dated
as of November 25, 2009, by and among the Company, the guarantors named therein and the
Trustee. A copy of the Base Indenture and Supplemental Indenture are filed as Exhibits 4.1
and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
The Notes are general senior unsecured obligations of the Company and will mature on
November 15, 2021 with interest payable semi-annually on May 15 and November 15, beginning
May 15, 2010. The Notes are guaranteed by each of the Company’s subsidiaries that also
guarantee the Company’s revolving credit facility. These guarantees are general senior
unsecured obligations of the subsidiary guarantors.
At the Company’s option, it may redeem some or all of the Notes, at any time or from time
to time at a redemption price equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed discounted to the date of
redemption on a semi-annual basis at the applicable Treasury Rate (as defined in the
Indenture), plus 30 basis points. Additionally, if the Company experiences specific kinds
of changes of control, each holder of the Notes will have the right to require the Company
to purchase all or a portion of such holder’s Notes, at a purchase price equal to 101% of
the principal amount thereof plus accrued and unpaid interest.
The Indenture provides for certain limitations on the Company’s ability and the ability of
certain of its subsidiaries to (i) create liens on the capital stock or indebtedness of any
principal subsidiary or certain property and (ii) enter into sale and leaseback
transactions. Further, the Company may not consolidate, merge or sell substantially all of
its assets as an entirety, unless, among other requirements: (i) the successor corporation
assumes the Company’s obligations on the Notes and (ii) no Event of Default (as defined in
the Indenture) has occurred and is continuing. Failure by the Company to pay when due any
of its obligations or any of its principal subsidiaries’ obligations in the aggregate
principal amount of at least $25 million that continues for 25 days after notice to the
Company by the Trustee or holders of at least 25% in principal amount of the Notes then
outstanding constitutes a default under the Indenture.
Registration Rights Agreement
In addition, on November 25, 2009, the Company entered into a Registration Rights Agreement
with the guarantors named therein and Banc of America Securities LLC, RBS Securities Inc.,
BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as representatives of the
several initial purchasers named therein. A copy of the Registration Rights Agreement is
filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by
reference.
Under the Registration Rights Agreement, the Company agreed to use its reasonable best
efforts to cause to become effective a registration statement with respect to an offer to
exchange the Notes for freely tradable notes issued by the Company, that are registered
with the Securities and Exchange Commission and that have terms substantially identical in
all material respects to the Notes. If the Company is unable to effect the exchange offer
and in other limited circumstances, the Company agreed to use its reasonable best efforts
to file and cause to become effective a shelf registration statement relating to resales of
the Notes. The Company will be obligated to
pay additional interest on the Notes if it does not complete the exchange offer within 365
days after the issue date of the Notes, or in certain other circumstances if the Company is
required to file a shelf registration statement.
The descriptions and provisions of the Base Indenture, the Supplemental Indenture and the
Registration Rights Agreement set forth above are summaries only, are not necessarily
complete, and are qualified in their entirety by reference to the full and complete terms
contained in the Base Indenture, the Supplemental Indenture and the Registration Rights
Agreement, copies of which are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of
an offer to purchase the Notes.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT.
The information under Item 1.01 is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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| Exhibit No. |
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Description |
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4.1
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Indenture, dated as of November 25, 2009, by and between the Company and U.S. Bank
National Association, as trustee. |
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4.2
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First Supplemental Indenture, dated as of November 25, 2009, by and among the
Company, the guarantors named therein and U.S. Bank National Association, as trustee. |
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4.3
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Registration Rights Agreement, dated as of November 25, 2009, by and among the
Company, the guarantors named therein and Banc of America Securities LLC, RBS
Securities Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as
representatives of the several initial purchasers named therein. |