Section 1.01 Entering into a Material Definitive Agreement.

On August 29, 2022, Republic Services, Inc. (the “Company”) amended its unsecured commercial paper program (the “Program”) to increase the maximum aggregate amount of unsecured commercial paper that may be issued from time to time under the $500,000,000 at $1,000,000,000 (the “Maximum Amount”). From August 29, 2022the company’s total outstanding notes under the program had a weighted average interest rate of 2.63% and a weighted average maturity of 47 days.

Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate nominal or principal amount of Notes outstanding under the Program at any time not exceeding the maximum amount. The Notes have or will have maturities of up to 397 days from the date of issue. Notes issued under the program have been or will be issued at par less an interest factor discount or, if interest bearing, at par, with interest based on market conditions and credit ratings of the Company in effect at the time of issue. Notes issued under the program are not subject to prepayment or voluntary redemption prior to maturity and rank pari passu with all other unsecured indebtedness of the Company. Ticket proceeds will continue to be used for general corporate purposes.

One or more Commercial Paper Brokers act as a Broker under the Program (each, a “Merchant” and collectively, the “Merchants”) pursuant to the terms and conditions of the respective Commercial Paper Broker Agreement that the Company concluded with this broker. (each, a “Dealer Agreement” and collectively, the “Dealer Agreements”). The Company may engage additional commercial paper brokers from time to time to act as brokers under the program. A national bank acts as Issuing and Paying Agent under the Program pursuant to the terms of an Issuing and Paying Agent Agreement.

The Dealer Agreements set forth the terms under which the Dealers will purchase from the Company or arrange for the Company to sell tickets. Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. A copy of the Dealer Agreement Form used in connection with the Program is filed herewith as Schedule 10.1 and is incorporated herein by reference, and the Program Summary herein is qualified in its entirety by the Program Terms. as set forth in each Dealer Agreement. From time to time, the Brokers and certain of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other financial advisory services to the Company and to its affiliates.

The Company may issue bonds under the Program using the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Notes offered under the Program have not been and will not be registered under the Securities Act and may not be offered or sold in United States the absence of registration or an applicable exemption from registration requirements. The information contained in this Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes under the Program.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Section 1.01 above is incorporated by reference in this Section 2.03.


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Item 9.01 Financial statements and supporting documents.



(d) Exhibits



Exhibit
  No.    Description
  10.1     Form of Dealer Agreement between Republic Services, Inc., as issuer,
         and the applicable Dealer party thereto

  104    Cover Page Interactive Data File - the cover page XBRL tags are embedded
         within the Inline XBRL document




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