Item 8.01 OTHER EVENTS

On February 18, 2020, Republic Services, Inc. (the "Company") agreed to sell $600,000,000 aggregate principal amount of its 2.300% notes due 2030 (the "2030 Notes") and $400,000,000 aggregate principal amount of its 3.050% notes due 2050 (the "2050 Notes" and, together with the 2030 Notes, the "Notes"), pursuant to the Underwriting Agreement, dated February 18, 2020 (the "Underwriting Agreement"), among the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about February 27, 2020, subject to customary closing conditions.

Each series of Notes will be issued pursuant to that certain Indenture, dated November 25, 2009 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the Ninth Supplemental Indenture, to be dated on or about February 27, 2020, between the Company and the Trustee (the "Ninth Supplemental Indenture"). The offer and sale of the Notes was registered under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (No. 333-234390).

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The form of Ninth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of 2030 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. The form of 2050 Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K. In connection with the issuance of the Notes, the opinion of Covington & Burling LLP with respect to the validity of the Notes is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated February 18, 2020, among Republic
                 Services, Inc. and BofA Securities, Inc. and J.P. Morgan Securities
                 LLC, as representatives of the underwriters named therein

    4.1            Form of Ninth Supplemental Indenture to the Indenture between
                 Republic Services, Inc. and U.S. Bank National Association, as
                 trustee

    4.2            Form of 2.300% Notes due 2030 (included as Exhibit A-1 to Exhibit
                 4.1)

    4.3            Form of 3.050% Notes due 2050 (included as Exhibit A-2 to Exhibit
                 4.1)

    5.1            Opinion of Covington & Burling LLP, as to the validity of the
                 Notes

   23.1            Consent of Covington & Burling LLP (contained in Exhibit 5.1
                 hereto)

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


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