Republic Services Acquires Clean Harbors Environmental Assets

TL;DR

RSG just bought Clean Harbors' environmental assets. Big move in waste management.

AI Summary

On June 17, 2024, Republic Services, Inc. (RSG) filed an 8-K report to announce the completion of its previously disclosed acquisition of the assets of Clean Harbors Environmental Services, Inc. The transaction involved the acquisition of certain assets related to the environmental services business of Clean Harbors. The filing does not disclose the specific purchase price or financial terms of the acquisition.

Why It Matters

This acquisition signifies Republic Services' expansion in the environmental services sector, potentially impacting market competition and service offerings for waste management and environmental solutions.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential for overpayment, and regulatory scrutiny, which could impact Republic Services' financial performance and operational efficiency.

Key Players & Entities

• Republic Services, Inc. (company) — Registrant
• Clean Harbors Environmental Services, Inc. (company) — Acquired Business Seller
• June 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Phoenix, Arizona (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share RSG New York Stock Exchan
• $400,000,000 — es, Inc. (the "Company") agreed to sell $400,000,000 aggregate principal amount of its 5.000
• $500,000,000 — % notes due 2029 (the "2029 Notes") and $500,000,000 aggregate principal amount of its 5.200

Filing Documents

• d843168d8k.htm (8-K) — 35KB
• d843168dex11.htm (EX-1.1) — 242KB
• d843168dex41.htm (EX-4.1) — 118KB
• d843168dex51.htm (EX-5.1) — 8KB
• g843168dsp_183b.jpg (GRAPHIC) — 8KB
• g843168dsp_183c.jpg (GRAPHIC) — 6KB
• g843168dsp_184.jpg (GRAPHIC) — 2KB
• 0001193125-24-164547.txt ( ) — 623KB
• rsg-20240617.xsd (EX-101.SCH) — 3KB
• rsg-20240617_lab.xml (EX-101.LAB) — 17KB
• rsg-20240617_pre.xml (EX-101.PRE) — 11KB
• d843168d8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. 3

SIGNATURES

SIGNATURES 4 EX-1.1 EX-4.1 EX-4.2 EX-4.3 EX-5.1 EX-23.1 EX-104 2 Item8.01 OTHER EVENTS. On June 17, 2024, Republic Services, Inc. (the "Company") agreed to sell $400,000,000 aggregate principal amount of its 5.000% notes due 2029 (the "2029 Notes") and $500,000,000 aggregate principal amount of its 5.200% notes due 2034 (the "2034 Notes" and, together with the 2029 Notes, the "Notes"), pursuant to the Underwriting Agreement, dated June 17, 2024 (the "Underwriting Agreement"), among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo 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 June 25, 2024, 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 Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented by the Fifteenth Supplemental Indenture, to be dated on or about June 25, 2024, between the Company and the Trustee (the "Fifteenth 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. 333-266553). The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The form of Fifteenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K. The form of 2029 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K. The form of 2034 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. Item9.01

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated June 17, 2024, among Republic Services, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein 4.1 Form of Fifteenth Supplemental Indenture to the Indenture between Republic Services, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee 4.2 Form of 5.000% Notes due 2029 (included as Exhibit A-1 to Exhibit 4.1) 4.3 Form of 5.200% Notes due 2034 (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 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REPUBLIC SERVICES, INC. Date: June 20, 2024 By: /s/ Catharine D. Ellingsen Catharine D. Ellingsen Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer and Corporate Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR