UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date Of
Report (Date Of Earliest Event Reported) November 25, 2008
(Exact Name Of Registrant As Specified In Its Charter)
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| DELAWARE
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1-14267
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65-0716904 |
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(State Or Other Jurisdiction
Of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
110 S.E. 6th Street, 28
th Floor
Ft. Lauderdale, Florida 33301
(Address Of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, Including Area Code (954) 769-2400
(Former Name Or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On
November 25, 2008, Republic Services, Inc. (“Republic”) entered into a Letter Agreement
(the “Letter Agreement”) with Allied Waste Industries, Inc. (“Allied”) in furtherance of their
respective obligations under the Agreement and Plan of Merger, dated as of June 22, 2008, as
amended July 31, 2008 (the “Merger Agreement”), among Republic, RS Merger Wedge, Inc., a wholly
owned subsidiary of Republic, and Allied, to use reasonable efforts to ensure that the ratings
condition of the Merger Agreement is satisfied. In the Letter Agreement, Republic and Allied
agreed to provide, and to cause substantially all of their respective subsidiaries to provide,
guaranties of certain indebtedness to the extent any of such parties were not already obligors
thereon. Such guaranties shall not become effective, in the case of any Republic and Republic
subsidiary guaranties, until the effective date of the merger, and, in the case of any Allied and
Allied subsidiary guaranties, until the day after the effective date of the merger. Such
guaranties shall otherwise, subject to certain provisions of the Merger Agreement, be in form and
substance reasonably acceptable to Republic and Allied. Any release of Republic under any guaranty
obligation shall be limited to circumstances pertaining to the termination, satisfaction, discharge
or defeasance of the applicable indebtedness which is the subject of such guaranty obligation. The
Letter Agreement does not extend to those subsidiaries of Republic and Allied that are not required
by the terms of Republic’s $1.0 billion and $1.75 billion credit facilities to guaranty, and which
do not guaranty, such credit facilities. The obligations of the Letter Agreement will terminate in
the event the Merger Agreement terminates or expires in accordance with its terms.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Letter Agreement, dated November 25, 2008, by and between Republic
Services, Inc. and Allied Waste Industries, Inc. |
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