Item 8.01 Other Events.
Advanced Disposal Services, Inc. (the "Company") is filing this Current Report
on Form 8-K to update its prior timing expectations with respect to the
acquisition of the Company by an indirect, wholly-owned subsidiary of Waste
Management, Inc. ("Waste Management") and the corresponding sale of regulatory
divestitures to GFL Environmental, Inc. The Company now anticipates closing
these transactions early in the fourth quarter of 2020, following the
anticipated completion of the U.S. Department of Justice's regulatory review of
the acquisition.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the U.S. federal securities laws. Such statements include statements concerning
anticipated future events and expectations that are not historical facts. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements. Forward-looking statements are typically
identified by words such as "believe," "expect," "anticipate," "intend,"
"target," "estimate," "continue," "positions," "plan," "predict," "project,"
"forecast," "guidance," "goal," "objective," "prospects," "possible" or
"potential," by future conditional verbs such as "assume," "will," "would,"
"should," "could" or "may," or by variations of such words or by similar
expressions or the negative thereof. Actual results may vary materially from
those expressed or implied by forward-looking statements based on a number of
factors, including, without limitation: (1) risks related to the consummation of
the merger (the "Merger") between the Company and Waste Management in accordance
with the Agreement and Plan of Merger, dated as of April 14, 2019, as amended by
Amendment No. 1 thereto, dated as of June 24, 2020, as may be further amended
from time to time, (the "Amended Merger Agreement"), including the risks that
(a) the Merger may not be consummated within the anticipated time period, or at
all, (b) the parties may fail to secure the termination or expiration of any
waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and (c) other conditions to the consummation of the Merger
under Amended Merger Agreement may not be satisfied; (2) the effects that any
termination of the Amended Merger Agreement may have on the Company or its
business, including the risks that (a) the Company's stock price may decline
significantly if the Merger is not completed, (b) the Amended Merger Agreement
may be terminated in circumstances requiring the Company to pay Waste Management
a termination fee, or (c) the circumstances of the termination, including the
possible imposition of a 12-month tail period during which the termination fee
could be payable upon certain subsequent transactions, may have a chilling
effect on alternatives to the Merger; (3) the effects that the announcement or
pendency of the Merger may have on the Company and its business, including the
risks that as a result (a) the Company's business, operating results or stock
price may suffer, (b) the Company's current plans and operations may be
disrupted, (c) the Company's ability to retain or recruit key employees may be
adversely affected, (d) the Company's business relationships (including,
customers and suppliers) may be adversely affected, or (e) the Company's
management's or employees' attention may be diverted from other important
matters; (4) the effect of limitations that the Amended Merger Agreement places
on the Company's ability to operate its business, return capital to stockholders
or engage in alternative transactions; (5) the nature, cost and outcome of
pending and future litigation and other legal proceedings, including any such
proceedings related to the Merger and instituted against the Company and others;
(6) the risk that the Merger and related transactions may involve unexpected
costs, liabilities or delays; (7) other economic, business, competitive, legal,
regulatory, and/or tax factors, including the scope and duration of the COVID-19
(coronavirus) pandemic and actions taken by governmental authorities in response
thereto and the significant market disruption caused by the COVID-19
(coronavirus) pandemic and its impact on the businesses, operations and
financial conditions of the Company and Waste Management; and (8) other factors
described under the heading "Risk Factors" in Part I, Item 1A of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2020 as updated or
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supplemented by subsequent reports that the Company has filed or files with the
U.S. Securities and Exchange Commission. Potential investors, stockholders and
other readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. The Company
does not assume any obligation to publicly update any forward-looking statement
after it is made, whether as a result of new information, future events or
otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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