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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 18, 2009 (November 18, 2009)
Republic Services, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
     
1-14267
(Commission File Number) 		  65-0716904
(IRS Employer Identification No.)
     
18500 North Allied Way
Phoenix, Arizona
(Address of principal executive offices) 		  85054
(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 2.03.   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On November 18, 2009, Republic Services, Inc. (the “Company”) announced the commencement and the pricing of a private offering of $600 million of Senior Notes due 2021, which announcements were contained in press releases, copies of which are filed under Item 9.01 as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.
(d)   Exhibits
         
Exhibit No.   Description
  99.1    
Press release issued November 18, 2009 announcing commencement of bond offering
  99.2    
Press release issued November 18, 2009 announcing pricing of bond offering

 

 

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: November 18, 2009
         
  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)   
 

 

exv99w1
Exhibit 99.1
NEWS
Republic Contacts:
Media Inquiries: Will Flower (480) 718-6565
Investor Inquiries: Ed Lang (480) 627-7128
REPUBLIC SERVICES, INC. ANNOUNCES BOND OFFERING
PHOENIX, AZ, November 18, 2009...Republic Services, Inc. (NYSE: RSG) announced today that it has commenced a private offering of senior notes due 2021, the net proceeds of which Republic plans to use to finance the call of its 7.875% Senior Notes due 2013 (of which $450 million is outstanding) and to finance a portion of the call of its 4.250% Senior Subordinated Convertible Debentures due 2034 (of which $230 million is outstanding). The offering is subject to market and other conditions.
The notes will be our general senior unsecured obligations and will be guaranteed by each of our subsidiaries that also guarantee our revolving credit facilities. These guarantees will be general senior unsecured obligations of the subsidiary guarantors.
We are offering the notes in reliance upon an exemption from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which it would be unlawful.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
The disclosures herein include “forward looking statements” within the meaning of the federal securities law concerning Republic’s proposed offering. The terms of, and Republic’s ability to complete, such transaction will depend upon prevailing market conditions and other factors. The forward-looking statements are subject to these and other risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

exv99w2
Exhibit 99.2
NEWS
Republic Contacts:
Media Inquiries: Will Flower (480) 718-6565
Investor Inquiries: Ed Lang (480) 627-7128
REPUBLIC SERVICES, INC. PRICES BOND OFFERING
PHOENIX, AZ, November 18, 2009...Republic Services, Inc. (NYSE: RSG) announced today that it has priced a private offering of $600 million of 5.25% senior notes due November 15, 2021. We intend to use the net proceeds of the offering to finance our call of our 7.875% Senior Notes due 2013, of which $450 million is outstanding, and a portion of our call of our 4.250% Senior Subordinated Convertible Debentures due 2034, of which $230 million is outstanding. The offering is subject to market and other conditions and is expected to close on November 25, 2009.
The notes will be our general senior unsecured obligations and will mature on November 15, 2021 with interest payable semi-annually on May 15 and November 15, beginning May 15, 2010. The notes will be guaranteed by each of our subsidiaries that also guarantee our revolving credit facility. These guarantees will be general senior unsecured obligations of the subsidiary guarantors.
We are offering the notes in reliance upon an exemption from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which it would be unlawful.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
The disclosures herein include “forward looking statements” within the meaning of the federal securities law concerning Republic’s proposed offering. The forward-looking statements are subject to various risks and uncertainties, such as prevailing market conditions, that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.