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OFFON

REPUBLIC SERVICES, INC.

(RSG)
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REPUBLIC SERVICES, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

08/23/2021 | 07:14am EDT

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amended and Restated Credit Agreement

On August 17, 2021, Republic Services, Inc. (the "Company") entered into an Amended and Restated Credit Agreement, with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the "Administrative Agent") and the other lenders party thereto (the "Credit Agreement"). The Credit Agreement amends and restates the Company's prior Credit Agreement, dated as of June 8, 2018, with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders party thereto, as amended.

The Credit Agreement is unsecured and will mature in August 2026. Under the Credit Agreement, each lender agrees to make loans to the Company in an aggregate amount not to exceed the amount of such lender's commitment set forth in the Credit Agreement with the total outstanding principal amount under the Credit Agreement not to exceed the current aggregate lenders' commitments of $3.0 billion, as such amounts may be adjusted from time to time in accordance with the Credit Agreement. The Company may request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extensions. The Credit Agreement includes a feature that allows the Company to increase availability under the facility, at the Company's option, by an aggregate amount of up to $1.0 billion, through increased commitments from existing lenders or the addition of new lenders, subject to obtaining additional commitments and other customary conditions.

At the Company's option, and subject to customary conditions, borrowings bear interest at a base rate, a daily floating London Interbank Offered Rate ("LIBOR") rate or a Eurodollar rate, plus an applicable margin based on the Company's debt ratings. On the earliest of (i) the date that all available tenors of U.S. dollar LIBOR have permanently or indefinitely ceased to be provided or have been announced to be no longer representative, (ii) June 30, 2023 or (iii) the effective date of an election to opt into a secured overnight financing rate ("SOFR"), the LIBOR rate will be replaced by a forward-looking term rate based on SOFR or a daily rate based on SOFR published on such date. After the effective date of the Credit Agreement, the Company, in consultation with one or more lenders selected by the Company to be the sustainability coordinator under the Credit Agreement (the "Sustainability Coordinator"), will be entitled to establish specified key performance indicators ("KPIs") with respect to certain environmental, social and governance targets of the Company and its subsidiaries. The Sustainability Coordinator, the Company and the Administrative Agent may amend the Credit Agreement, unless such amendment is objected to by lenders holding more than 50% of the commitments under the Credit Agreement, solely for the purpose of incorporating the KPIs so that certain adjustments to the otherwise applicable facility fee or interest rate may be made based on the Company's performance against the KPIs.

Available amounts subject to outstanding letters of credit, and outstanding principal, accrued and unpaid interest and other amounts payable under the facility, may be accelerated upon the occurrence of customary events of default, including (subject to certain materiality thresholds and grace periods) payment defaults, failures to comply with covenants, material inaccuracies of representations or warranties, bankruptcy or insolvency proceedings, changes of control, ERISA matters and cross-defaults to other debt agreements.

The Credit Agreement contains customary affirmative and negative covenants, including, among other things, a covenant requiring the Company not to exceed a maximum ratio of total debt to EBITDA, as defined in the Credit Agreement. The Company may pay dividends and repurchase common stock if it is in compliance with these covenants.




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The foregoing description of the Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The Credit Agreement is not intended to be a source of factual, business or operational information about the Company or its subsidiaries. The representations and warranties contained in the Credit Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.

Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On August 17, 2021, and in connection with the execution and delivery of the Credit Agreement described in Item 1.01 above, the Company terminated its $1.0 billion 364-day revolving credit facility pursuant to a Credit Agreement with Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (the "364-Day Facility"). As of August 17, 2021, there was no indebtedness or fees outstanding under the 364-Day Facility. The disclosure provided in Item 1.01 above is incorporated herein by reference.

Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The disclosure required hereunder is provided under Item 1.01 above relating to the entry into the Credit Agreement and is incorporated by reference herein.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
  No.        Description
  4.1          Amended and Restated Credit Agreement, dated as of August 17, 2021,
             by and among Republic Services, Inc., as Borrower, Bank of America,
             N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and
             the other lenders party thereto.

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




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