Item 8.01 OTHER EVENTS

On August 11, 2020, Republic Services, Inc. (the "Company") agreed to sell $650,000,000 aggregate principal amount of its 1.450% notes due 2031 (the "Notes"), pursuant to the Underwriting Agreement, dated August 11, 2020 (the "Underwriting Agreement"), among the Company and BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as representatives of the several underwriters listed on Schedule A of the Underwriting Agreement. The offering is expected to close on or about August 20, 2020, subject to customary closing conditions.

The 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 Tenth Supplemental Indenture, to be dated on or about August 20, 2020, between the Company and the Trustee (the "Tenth 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 Tenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of Notes is filed as Exhibit 4.2 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 August 11, 2020, among Republic
            Services, Inc. and BofA Securities, Inc., Barclays Capital Inc., J.P.
            Morgan Securities LLC and Truist Securities, Inc., as representatives
            of the underwriters named therein

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


 4.2          Form of 1.450% Notes due 2031 (included as Exhibit A 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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