8-KMaterial AgreementsFinancial EventsExhibits & Filings

REPUBLIC SERVICES, INC. 8-K Report, Material Agreement (Nov 25, 2009)

Filed November 25, 2009For Securities:RSG

Summary

Republic Services, Inc. (RSG) has filed an 8-K report detailing the completion of a $600 million Senior Notes issuance due in 2021. The primary purpose of this debt offering is to refinance existing debt, specifically calling approximately $450 million of its 7.875% Senior Notes due 2013 and a portion ($145.6 million) of its 4.250% Senior Subordinated Convertible Debentures due 2034. This move is aimed at optimizing the company's capital structure and potentially lowering its overall interest expense. The issuance was conducted as a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, indicating that these notes are not freely tradable without registration. The company has entered into a Registration Rights Agreement to facilitate the exchange of these restricted notes for freely tradable registered notes, or in certain circumstances, to file a shelf registration statement for resales. Failure to complete the exchange offer within a specified timeframe may result in additional interest payments.

Key Highlights

  • 1Republic Services, Inc. successfully issued $600 million in Senior Notes due 2021.
  • 2Net proceeds of approximately $595.6 million will be used to refinance existing debt.
  • 3The issuance aims to call $450 million of 7.875% Senior Notes due 2013.
  • 4Approximately $145.6 million will be used to finance the call of 4.250% Senior Subordinated Convertible Debentures due 2034.
  • 5The notes were issued through a private offering to qualified institutional buyers and non-U.S. persons.
  • 6A Registration Rights Agreement is in place to register the notes for public resale or exchange.
  • 7The indenture includes covenants related to liens, sale and leaseback transactions, and change of control provisions.

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