08/05/2022 | Press release | Distributed by Public on 08/05/2022 04:08
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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65-0716904
(I.R.S. Employer
Identification Number) |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Page
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ABOUT THIS PROSPECTUS
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RISK FACTORS
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
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DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
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THE COMPANY
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USE OF PROCEEDS
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DESCRIPTION OF SECURITIES
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DESCRIPTION OF DEBT SECURITIES
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| | | | 5 | | |
DESCRIPTION OF CAPITAL STOCK
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| | | | 13 | | |
DESCRIPTION OF WARRANTS
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| | | | 18 | | |
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
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| | | | 19 | | |
DESCRIPTION OF SUBSCRIPTION RIGHTS
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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SEC registration fee
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| | | $ | (1) | | |
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Printing expenses
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| | | | (2) | | |
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Legal fees and expenses
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| | | | (2) | | |
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Accounting fees and expenses
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Trustee fees and expenses
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| | | | (2) | | |
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Rating agency fees
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| | | | (2) | | |
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Miscellaneous
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| | | | (2) | | |
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Total
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Exhibit Number |
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Description
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1.1* | | | Form of Underwriting Agreement. | |
4.1 | | | Amended and Restated Certificate of Incorporation of Republic Services, Inc. (incorporated by reference to Exhibit 3.1 to Republic's Quarterly Report on Form 10-Q for the period ended June 30, 1998). | |
4.2 | | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Republic Services, Inc. (incorporated by reference to Exhibit 4.2 to Republic's Registration Statement on Form S-8, Registration No. 333-81801, filed with the SEC on June 29, 1999). | |
4.3 | | | | |
4.4 | | | Common Stock Certificate of Republic Services, Inc. (incorporated by reference to Exhibit 4.4 to Republic's Registration Statement on Form S-8, Registration No. 333-81801, filed with the SEC on June 29, 1999). | |
4.5* | | | Specimen Certificate of Preferred Stock. | |
4.6* | | | Certificate of Designation of Preferred Stock. | |
4.7 | | | Indenture, dated as of November 25, 2009, by and between Republic Services, Inc. and U.S. Bank Trust Company National Association as successor-in-interest to U.S. Bank National Association, as trustee, including form of Debt Security (incorporated by reference to Exhibit 4.1 to Republic's Current Report on Form 8-K filed on November 25, 2009). | |
4.8* | | | Form of Warrant Agreement, including form of Warrant Certificate. | |
4.9* | | | Form of Stock Purchase Contract Agreement, including form of Security Certificate. | |
4.10* | | | Form of Stock Purchase Unit Agreement, including form of Unit Certificate. | |
4.11* | | | Form of Subscription Rights Agreement, including form of Rights Certificate. | |
5.1** | | |
Opinion of Covington & Burling LLP as to the legality of the securities being registered.
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23.1** | | |
Consent of Ernst & Young LLP.
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23.2** | | |
Consent of Covington & Burling LLP (contained in Exhibit 5.1).
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24.1** | | |
Powers of attorney (included in the signature pages to this registration statement).
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25.1** | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association with respect to the indenture, dated as of August 2, 2022. | |
107** | | |
Filing Fee Table
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Signature
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Title
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/s/ Jon Vander Ark
Jon Vander Ark
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ Brian DelGhiaccio
Brian DelGhiaccio
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
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/s/ Brian A. Goebel
Brian A. Goebel
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Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
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/s/ Manuel Kadre
Manuel Kadre
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Chairman of the Board of Directors
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/s/ Tomago Collins
Tomago Collins
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Director
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/s/ Michael A. Duffy
Michael A. Duffy
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Director
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Signature
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Title
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/s/ Thomas W. Handley
Thomas W. Handley
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Director
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/s/ Jennifer M. Kirk
Jennifer M. Kirk
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Director
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/s/ Michael Larson
Michael Larson
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Director
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Kim S. Pegula
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Director
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/s/ James. P. Snee
James P. Snee
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Director
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/s/ Brian S. Tyler
Brian S. Tyler
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Director
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/s/ Sandra M. Volpe
Sandra M. Volpe
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Director
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/s/ Katharine B. Weymouth
Katharine B. Weymouth
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Director
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