| Item 1.01 | Entry Into a Material Definitive Agreement. |
Amendment No. 1 to Amended and Restated Credit Agreement
On February 23, 2023, Republic Services, Inc. (the “Company”) and its subsidiary USE Canada Holdings, Inc. (the “Canadian Borrower”) entered into Amendment No. 1 (the “Credit Agreement Amendment”) to the Amended and Restated Credit Agreement, dated as of August 17, 2021 (the “Credit Agreement”), with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders party thereto.
The Company executed the Credit Agreement Amendment to add the Canadian Borrower as an additional borrower under the Credit Agreement and to provide that the aggregate of (i) all loans made to the Canadian Borrower and (ii) all loans denominated in Canadian dollars, cannot exceed $500 million (the “Canadian Sublimit”). The Canadian Sublimit is part of, and not in addition to, the aggregate commitments under the Credit Agreement. The Credit Agreement Amendment also amends the Credit Agreement to, among other things, (i) provide that Canadian dollar-denominated loans are made using an interest rate based on the Canadian Dollar Offered Rate (“CDOR”), (ii) modify certain swing line mechanics in connection with implementing the new Canadian Sublimit, (iii) implement an interest rate based on the Secured Overnight Financing Rate (“SOFR”) instead of the London Interbank Offered Rate (“LIBOR”) and remove LIBOR transition language in the Credit Agreement and (iv) include the sustainability rate adjustment targets and update mechanics contained in the Credit Agreement.
Amendment No. 1 to Term Loan Credit Agreement
On February 23, 2023, the Company entered into Amendment No. 1 (the “Term Loan Credit Agreement Amendment”) to the Term Loan Credit Agreement, dated as of April 29, 2022, with Bank of America, N.A., as Administrative Agent, and the other lenders party thereto to make certain conforming changes to the Term Loan Credit Agreement.
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The foregoing descriptions of the Credit Agreement Amendment and the Term Loan Credit Agreement Amendment (each, an “Amendment,” and collectively, the “Amendments”) do not purport to be complete and are qualified in their entirety by reference to the Credit Agreement Amendment and the Term Loan Credit Agreement Amendment, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. Neither Amendment is intended to be a source of factual, business or operational information about the Company or its subsidiaries. The representations and warranties contained in each Amendment 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
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