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): May 2, 2012 (May 2, 2012)
Republic Services, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-14267 | 65-0716904 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 18500 North Allied Way Phoenix, Arizona |
85054 | |
| (Address of principal executive offices) | (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:
| ¨ | 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)) |
| Item 8.01. | OTHER EVENTS. |
On May 2, 2012, Republic Services, Inc. announced that it has notified the registered holders of its 6 7/8% Senior Notes due 2017 (the “Notes”) that it will redeem all of the Notes outstanding on June 1, 2012. This announcement is contained in a press release, a copy of which is filed under Item 9.01 as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibit
| Exhibit No. |
Description | |
| 99.1 | Press release issued May 2, 2012 announcing redemption of 6 7/8% Senior Notes due 2017 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 2, 2012
| REPUBLIC SERVICES, INC. | ||
| By: | /s/ Tod C. Holmes | |
| Tod C. Holmes | ||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| By: | /s/ Charles F. Serianni | |
| Charles F. Serianni | ||
| Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||
Exhibit 99.1
NEWS
FOR IMMEDIATE RELEASE
Contact Information:
Investor Inquiries - Ed Lang 480-627-2837
Media Inquiries - Will Flower 480-718-6565
REPUBLIC SERVICES, INC. ANNOUNCES REDEMPTION OF
6 7/8% SENIOR NOTES DUE 2017
PHOENIX—May 2, 2012—Republic Services, Inc. (NYSE:RSG), today announced that it has notified the holders of its 6 7/8% Senior Notes due 2017 (the “Notes”) that it will redeem all of the Notes outstanding on June 1, 2012 (the “Redemption Date”).
The Notes will be redeemed at a price equal to 103.438% of the principal amount of the Notes, plus accrued and unpaid interest up to, but not including, the Redemption Date. Payment of the redemption price will be made by U.S. Bank National Association, the trustee under the indenture governing the Notes, on the Redemption Date upon presentation and surrender of the Notes as set forth in the redemption notice.
The Company intends to use incremental borrowings under its revolving credit facility and cash on hand to fund the redemption. The Company may explore capital market opportunities to fund the redemption if market conditions are favorable.
The Company expects to incur a charge upon extinguishment of the Notes of approximately $97 million, of which $26 million is the cash premium and $71 million is the unamortized discount associated with these Notes. This charge will be reflected in the Company’s second quarter 2012 financial results.
About Republic Services
Republic Services, Inc. provides recycling and solid waste collection, transfer and disposal services in the United States. The Company’s various operating units, including collection companies, transfer stations, recycling centers and landfills, are focused on providing reliable environmental services and solutions for commercial, industrial, municipal and residential customers. For more information, visit the Republic Services website at www.republicservices.com.
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