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Advanced Disposal Services, Inc. Form 8-K: Current report

Advanced Disposal Services, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2020-10-30: Form 8-K; Period of report 2020-10-30; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
  • 2020-09-25: Form 8-K; Period of report 2020-09-25; Description 8.01 Other Events; Details 8.01.
  • 2020-08-25: Form 8-K; Period of report 2020-08-25; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
  • 2020-07-30: Form 8-K; Period of report 2020-07-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2020-10-308-K2020-10-301.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.02 The information set forth in the Introductory Note is incorporated by reference into this Item 1.02.
2.01 The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.
3.01 The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.
3.03 The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
5.01 The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.
5.02 The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.
5.03 At the Effective Time, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety.
7.01 On the Closing Date, the Company provided a notice of redemption to the trustee and directed the trustee to deliver a corresponding notice to the holders of the outstanding $425,000,000 aggregate principal amount of 5.625% Senior Notes due 2024 (the “Notes”) that all outstanding Notes would be redeemed on November 30, 2020 (the “Redemption Date”), at a redemption price of 102.813% of principal amount of such Notes, plus accrued and unpaid interest as of the Redemption Date.
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2020-09-258-K2020-09-258.01 Other Events8.01 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.ss182459_8k.htm
2020-08-258-K2020-08-255.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On August 25, 2020, Advanced Disposal Services, Inc. (the “Company” or “Advanced Disposal”) held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 24, 2020.
8.01 On August 25, 2020, the Company issued a press release announcing the results of the Special Meeting.
ss180374_8k.htm
2020-07-308-K2020-07-302.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2020630adsearnings8-k.htm
2020-07-308-K2020-07-298.01 Other Events8.01 On July 29, 2020, Advanced Disposal Services, Inc., a Delaware corporation (the “Company” or “Advanced Disposal”), entered into Amendment No. 1 (the “Amendment”) to the previously announced Securities and Asset Purchase Agreement, dated as of June 24, 2020 (the “Original Purchase Agreement,” as amended by the Amendment, the “Purchase Agreement”), with GFL Holdco (US), LLC, a Delaware limited liability company (“GFL”), Waste Management, Inc., a Delaware corporation (“Waste Management”), and GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (solely for the purposes set forth in the Purchase Agreement).ss178885_8k.htm
2020-06-248-K2020-06-241.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On June 24, 2020, the Company and Waste Management issued a joint press release announcing that they had entered into the Amendment and an agreement to sell substantially all of the assets anticipated to be required to be divested in connection with the Merger to GFL.
ss176517_8k.htm
2020-05-078-K2020-05-072.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2020331adsearnings8-k.htm
2020-03-198-K2020-03-198.01 Other Events8.01 As previously disclosed and reported in the Current Report on Form 8-K filed on April 15, 2019 by Advanced Disposal Services, Inc. (“Advanced Disposal” or the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”), on April 14, 2019, Advanced Disposal, Waste Management, Inc. (“Waste Management”) and Everglades Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Waste Management (“Merger Sub”) entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Advanced Disposal, and Advanced Disposal will continue as the surviving company and an indirect, wholly-owned subsidiary of Waste Management (the “Merger”).ss169304_8k.htm
2020-02-208-K2020-02-202.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.ads20191231earnings8-k.htm
2019-11-268-K2019-11-205.07 Submission of Matters to a Vote of Security Holders5.07 At the Annual Meeting of Advanced Disposal Services, Inc. (the “Company”) held on November 20, 2019, a total of 68,099,517 shares of the Company’s common stock, out of a total of 89,174,915 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies.ss158377_8k.htm
2019-10-298-K2019-10-292.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2019930adsearnings8-k.htm
2019-09-238-K2019-09-238.01 Other Events8.01 Advanced Disposal Services, Inc. (the “Company”) has fixed November 20, 2019 as the date for the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) and the close of business on September 27, 2019 as the record date for determining the holders of shares of the Company’s Common Stock entitled to notice of and to vote at the 2019 Annual Meeting and any adjournment or postponement thereof.ss151174_8k.htm
2019-07-308-K2019-07-302.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2019630adsearnings8-kcover.htm
2019-07-188-K2019-07-128.01 Other Events8.01 As previously disclosed and reported in the Current Report on Form 8-K filed on April 15, 2019 by Advanced Disposal Services, Inc. (the “Company” or “Advanced Disposal”) with the U.S. Securities and Exchange Commission (the “SEC”), on April 14, 2019, Advanced Disposal, Waste Management, Inc., a Delaware corporation (“Waste Management”) and Everglades Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Waste Management (“Merger Sub”) entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Advanced Disposal, and Advanced Disposal will continue as the surviving company and an indirect, wholly-owned subsidiary of Waste Management (the “Merger”).ss144323_8k.htm
2019-06-288-K2019-06-285.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On June 28, 2019, Advanced Disposal Services, Inc. (the “Company” or “Advanced Disposal’”) held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 23, 2019 and supplemented by additional materials filed with the SEC on June 21, 2019.
8.01 On June 28, 2019, the Company issued a press release announcing the results of the Special Meeting.
ss142204_8k.htm
2019-06-218-K2019-06-218.01 Other Events8.01 As previously disclosed and reported in the Current Report on Form 8-K filed on April 15, 2019 by Advanced Disposal Services, Inc. (the “Company” or “Advanced Disposal”) with the U.S. Securities and Exchange Commission (the “SEC”), on April 14, 2019, the Company, Waste Management, Inc., a Delaware corporation (“Waste Management”), and Everglades Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Waste Management (“Merger Sub”), entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Waste Management.ss141276_8k.htm
2019-05-088-K2019-05-078.01 Other Events8.01 On May 7, 2019, Advanced Disposal Services, Inc. (“Advanced Disposal”) issued a press release announcing the postponement of the 2019 Annual Meeting of Stockholders.ss136132_8k.htm
2019-04-308-K2019-04-302.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2019331adsearnings8-kcover.htm
2019-04-158-K2019-04-141.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On April 15, 2019, the Company issued a joint press release with Waste Management, Inc. announcing the transactions contemplated by the Merger Agreement.
ss133106_8k.htm
2019-02-218-K2019-02-212.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.ads20181231earnings8-kcover.htm
2019-01-048-K2018-12-312.01 Completion of Acquisition or Disposition of Assets2.01 On December 31, 2018, Advanced Disposal Services, Inc. (“ADS”), completed its acquisition (the “Acquisition”) of Alabama Waste Disposal Solutions, L.L.C., an Alabama limited liability company (“Alabama Waste Disposal Solutions”), pursuant to a membership interest purchase agreement (the “Purchase Agreement”), dated as of December 31, 2018, between Advanced Disposal Services South, LLC, a wholly-owned subsidiary of ADS, and Land Reclamation Company, Inc. (the “Seller”), a Delaware corporation and owner of all of the right, title and interest in and to all of the issued and outstanding membership interests of Alabama Waste Disposal Solutions.ss120617_8k.htm
2018-11-148-K/A2018-06-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (c) On November 9, 2018, the Company and Ms. Westerman entered into an employment agreement (the “Employment Agreement”).ss114940_8ka.htm
2018-11-148-K2018-11-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (e) Advanced Disposal Services, Inc. (the “Company”) has entered into amended and restated employment agreements (the “Employment Agreements”) on a consistent form with certain of its executive officers that replace and supersede the previous employment agreements of such executive officers.ss114751_8k.htm
2018-10-318-K2018-10-312.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2018930adsearnings8-kcover.htm
2018-08-018-K2018-08-012.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2018630adsearnings8-kcover.htm
2018-06-288-K2018-06-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (c) Effective June 25, 2018, the Board of Directors (the “Board”) of the Advanced Disposal Services, Inc. (the “Company”) elected Melissa Westerman as Chief Accounting Officer.a18-16189_18k.htm
2018-05-248-K2018-05-235.07 Submission of Matters to a Vote of Security Holders5.07 At the Annual Meeting of Advanced Disposal Services, Inc. (the “Company”) held on May 23, 2018, a total of 67,890,396 shares of the Company’s common stock, out of a total of 88,535,054 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies.a18-14308_18k.htm
2018-05-108-K2018-05-078.01 Other Events8.01 On May 10, 2018, the Company issued a press release announcing the completion of its offering (the “Offering”) of 11,987,453 shares of common stock by an existing legacy stockholder of the Company (the “Selling Stockholder”) for cash consideration of $22.45 per share to Credit Suisse Securities (USA) LLC and UBS Securities LLC, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-221612), filed on November 16, 2017, as supplemented by the prospectus supplement dated May 7, 2018.a18-12823_48k.htm
2018-05-028-K2018-05-022.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2018331adsearnings8-kcover.htm
2018-03-308-K2018-03-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 27, 2018, in connection with the recent sale of common stock of Advanced Disposal Services, Inc. (the “Company”) by Star Atlantic Waste Holdings, L.P. (“Highstar”), Bret Budenbender and Jared Parker each submitted a notice of resignation from their positions as directors of the Company, effective May 1, 2018.a18-9345_18k.htm
2018-03-238-K2018-03-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 23, 2018, Advanced Disposal Services, Inc. (the “Company”) announced that Matthew Gunnelson, Chief Accounting Officer and Assistant Treasurer of the Company, will go on a temporary leave of absence for medical reasons.a18-8962_18k.htm
2018-03-138-K2018-03-088.01 Other Events8.01 On March 13, 2018, the Company issued a press release announcing the completion of its offering (the “Offering”) of 10,000,000 shares of common stock by an existing legacy stockholder of the Company (the “Selling Stockholder”) for cash consideration of $22.40 per share to UBS Securities LLC, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-221612), filed on November 16, 2017, as supplemented by the prospectus supplement dated March 8, 2018.a18-7344_48k.htm
2018-02-228-K2018-02-222.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.ads20171231earnings8-kcover.htm
2018-02-228-K2018-02-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (d) On February 21, 2018, the Board of Directors (the “Board”) of Advanced Disposal Services, Inc. (the “Company”) elected Ernest J. Mrozek as a director of the Company.a18-6559_18k.htm
2017-12-078-K2017-12-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 7, 2017, in connection with the sale of Advanced Disposal Services, Inc. (the “Company”) common stock by certain of the Company’s legacy stockholders, including Star Atlantic Waste Holdings, L.P. (“Highstar”), John Miller submitted an offer to resign from his position as director of the Company.ss70872_8k.htm
2017-11-218-K2017-11-161.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On November 21, 2017, the Company issued a press release announcing the completion of its offering (the “Offering”) of 6,751,860 shares of common stock by certain of the Company’s legacy stockholders (the “Selling Stockholders”) for cash consideration of $22.40 per share to Credit Suisse Securities (USA) LLC, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-221612), filed on November 16, 2017, as supplemented by the prospectus supplement dated November 16, 2017.
a17-27066_68k.htm
2017-11-158-K2017-11-158.01 Other Events8.01 On November 15, 2017, Advanced Disposal Services, Inc. issued a press release announcing the finalization of the amendment to its senior secured credit facilities.a17-27066_58k.htm
2017-11-018-K2017-11-012.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2017930adsearnings8-kcover.htm
2017-09-298-K2017-09-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (d) On September 29, 2017, the Board of Directors (the “Board”) of Advanced Disposal Services, Inc. (the “Company”) elected Michael J. Hoffman as a director of the Company, effective October 3, 2017.a17-22707_18k.htm
2017-08-088-K2017-08-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 (b) On August 8, 2017, Advanced Disposal Services, Inc. (the “Company”) announced that as part of its management restructuring, the position of Chief Administrative Officer has been eliminated as of August 8, 2017.
8.01 As previously disclosed in the Company’s Form 8-Ks filed with the Securities and Exchange Commission on May 3, 2017 and June 19, 2017, Tanuja M. Dehne and E. Renae Conley have begun serving as members of the Company’s Board of Directors from August 1, 2017.
a17-19093_18k.htm
2017-08-028-K2017-08-022.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2017630adsearnings8-kcover.htm
2017-06-198-K2017-06-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (a) On June 15 and June 16, 2017, in connection with the sale of Advanced Disposal Services, Inc. (the “Company”) common stock by certain of the Company’s stockholders, Sergio Pedreiro and Matthew Rinklin each submitted an offer to resign from their positions as directors of the Company.a17-15372_18k.htm
2017-06-198-K/A2017-05-245.07 Submission of Matters to a Vote of Security Holders5.07 (d) As previously disclosed in the Original Form 8-K, in a non-binding advisory vote on the frequency of future named executive compensation votes held at the 2017 Annual Meeting, 85,102,547 shares voted for one year, 1,408 shares voted for two years, 100,618 shares voted for three years and 300 shares abstained.a17-15372_28ka.htm
2017-05-268-K2017-05-245.07 Submission of Matters to a Vote of Security Holders5.07 At the Annual Meeting of Advanced Disposal Services, Inc. (the “Company”) held on May 24, 2017, a total of 85,884,896 shares of the Company’s common stock, out of a total of 88,263,804 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies.a17-14244_18k.htm
2017-05-238-K2017-05-178.01 Other Events8.01 On May 23, 2017, the Company issued a press release announcing the completion of its offering (the “Offering”) of 17,825,000 shares of common stock by certain of the Company’s stockholders (the “Selling Stockholders”) for cash consideration of $21.50 per share to a syndicate of underwriters led by joint-book running managers UBS Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC.a17-12593_88k.htm
2017-05-198-K2017-05-178.01 Other Events8.01 On May 17, 2017, Advanced Disposal Services, Inc. (the “Company”) priced its secondary public offering (the “Offering”) of 15,500,000 shares of common stock by certain of the Company’s stockholders (the “Selling Stockholders”) for cash consideration of $21.50 per share ($20.69375 per share net of underwriting discounts) to a syndicate of underwriters led by joint book-running managers UBS Securities LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC.a17-12593_68k.htm
2017-05-158-K2017-05-157.01 Regulation FD Disclosure7.01 On May 15, 2017, the Company issued a press release announcing the proposed secondary public offering of its common stock.a17-12593_38k.htm
2017-05-048-K2017-05-042.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2017331adsearnings8-kcover.htm
2017-05-038-K2017-05-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (d) On May 2, 2017, the Board of Directors (the “Board”) of Advanced Disposal Services, Inc. (the “Company”) elected Tanuja M. Dehne as a director of the Company with her term beginning at the next meeting of the Board of Directors, currently scheduled for August 1, 2017.a17-12370_18k.htm
2017-02-238-K2017-02-232.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.ads20161231earnings8-kcover.htm
2016-11-148-K2016-11-101.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On November 10, 2016, the Company issued a press release announcing the closing of its debt refinancing relating to the Amended and Restated Credit Agreement and the Notes Offering as described in Item 1.01 to this Form 8-K. The press release also announced the results to date of its previously announced cash tender offer to purchase any and all of its outstanding 8¼% Senior Notes due 2020.
a16-21427_18k.htm
2016-11-028-K2016-11-022.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a930adsearnings8-kcover.htm
2016-10-288-K2016-10-278.01 Other Events8.01 On October 27, 2016, Advanced Disposal Services, Inc. issued a press release announcing that it has priced its previously announced private offering of $425 million aggregate principal amount of its 55/8% Senior Notes due 2024.a16-20302_38k.htm
2016-10-268-K2016-10-268.01 Other Events8.01 On October 26, 2016, Advanced Disposal Services, Inc. (the “Company”) issued a press release announcing that it has commenced an offer to purchase for cash any and all of its 8¼% Senior Notes due 2020 (the “Tender Offer”).a16-20302_28k.htm
2016-10-218-K2016-10-217.01 Regulation FD Disclosure7.01 Advanced Disposal Services, Inc. issued a press release announcing that it has invited certain prospective lenders to a meeting for purposes of considering a potential debt refinancing.a16-20229_18k.htm
2016-10-198-K2016-10-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On October 17, Christopher Beall resigned from the board of directors of Advanced Disposal Services, Inc. Mr. Beall’s decision to resign did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.a16-20152_18k.htm
2016-10-128-K2016-10-128.01 Other Events8.01 In connection with the completion of the initial public offering (the “Offering”) of the common stock, par value $0.01 per share (the “Common Stock”) of Advanced Disposal Services, Inc. (the “Company”), the Company effected a stock split and recapitalization and issued 64,493,536 shares of Common Stock directly to existing shareholders.a15-18130_328k.htm
2016-10-128-K2016-10-111.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 In connection with the Merger, on October 12, 2016, the Company issued 64,493,536 shares of Common Stock directly to existing shareholders of shares of common stock and preferred stock in Parent in a private placement in reliance on Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
3.03 The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
5.02 Effective October 12, 2016, the Board of Directors (the “Board”) of the Company elected B. Clyde Preslar as an independent director of the Company, as described in the Prospectus.
5.03 On October 12, 2016 the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) became effective and the Company’s bylaws were also amended and restated (the “Bylaws”), each as contemplated in the Prospectus.
8.01 On October 12, 2016, the Company issued a press release announcing the completion of its Offering of 19,250,000 shares of common stock for cash consideration of $18.00 per share to a syndicate of underwriters led by joint-book running managers Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, and Barclays Capital Inc. UBS Securities LLC also acted as a joint-book running manager.
a15-18130_318k.htm
2016-10-068-K2016-10-058.01 Other Events8.01 On October 5, 2016, Advanced Disposal Services, Inc. (the “Company”) priced its initial public offering (the “Offering”) of 19,250,000 shares of common stock for cash consideration of $18.00 per share to a syndicate of underwriters led by joint-book running managers Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, and Barclays Capital Inc. UBS Securities LLC also acted as a joint-book running manager.a15-18130_308k.htm
2016-09-268-K2016-09-267.01 Regulation FD Disclosure7.01 On September 26, 2016, the Company issued a press release announcing the proposed initial public offering of its common stock.a15-18130_258k.htm
2016-08-058-K2016-08-031.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 On August 3, 2016, the Board of Directors (the “Board”) of the Company elected Michael Koen as a director of the Company, effective August 3, 2016.
a16-16263_18k.htm
2016-08-048-K2016-08-042.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2016630adsearnings8-kcover.htm
2016-06-308-K2016-06-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (e) By unanimous written consent dated June 24, 2016, the Board of Directors (the “Board”) of Advanced Disposal Waste Holdings Corp. (the “Parent”), the parent company of Advanced Disposal Services, Inc., amended the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan (the “2012 Plan”) to allow for the grant of performance shares, restricted shares, restricted share units and other equity awards in addition to stock options and stock purchase rights as originally provided for under the 2012 Plan.ss371_8k.htm
2016-05-038-K2016-05-032.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2016331earnings8-kcover.htm
2016-03-038-K2016-03-032.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.ads20151231earnings8-kcover.htm
2016-02-018-K2016-01-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure5.02 On January 29, 2016, the Board of Directors (the “Board”) of Advanced Disposal Services, Inc. (formerly known as ADS Waste Holdings, Inc.) (the “Company”) elected Sergio Pedreiro as an independent director of the Company, effective January 29, 2016.
5.03 On January 18, 2016, the Board approved a change in the Company’s name from ADS Waste Holdings, Inc. to “Advanced Disposal Services, Inc.” The change in the Company’s name was effected by the filing of a Certificate of Amendment, pursuant to Section 242 of the Delaware General Corporation Law, on January 27, 2016.
7.01 On February 1, 2016, the Company issued a press release announcing a proposed initial public offering of its common stock by the Company and a selling stockholder.
a15-18130_118k.htm
2015-12-028-K2015-12-015.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics5.05 On December 1, 2015, the board of directors (the “Board”) of ADS Waste Holdings, Inc. (the “Company”) adopted and approved certain amendments to the Code of Business Conduct (the “Code”).a15-18130_78k.htm
2015-10-298-K2015-10-292.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2015930earnings8-kcover.htm
2015-08-108-K2015-08-102.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2015630earnings8-kcover.htm
2015-05-058-K2015-05-052.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2015331earnings8-kcover.htm
2015-03-098-K2015-03-092.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a20141231earnings8-kcover.htm
2014-11-128-K2014-11-122.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2014930earnings8-kcover.htm
2014-08-128-K2014-08-122.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.a2014630earnings8-kcover.htm
2014-07-238-K2014-07-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 18, 2014, ADS Waste Holdings, Inc. (the “Company”) and Richard Burke entered into an amendment (“Amendment”) to the employment agreement, dated as of November 20, 2012, between the Company and Mr. Burke.a20147248-kcover.htm
2014-06-268-K2014-06-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 20, 2014, ADS Waste Holdings, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Charles C. Appleby, the Company’s Chief Executive Officer, who had previously notified the Board of Directors of the Company (the “Board of Directors”) of his intention to retire as Chief Executive Officer.d746988d8k.htm
2014-05-138-K2014-05-132.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.d723646d8k.htm
2014-04-238-K2014-04-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 23, 2014, ADS Waste Holdings, Inc. (the “Company”) issued a press release announcing that John Spegal, was appointed as the Company’s Chief Operating Officer, effective immediately.d714223d8k.htm
2014-03-218-K2014-03-202.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.d692890d8k.htm
2014-02-198-K2014-02-191.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ss203673_8k.htm
2014-01-318-K2014-01-317.01 Regulation FD Disclosure7.01 On January 31, 2014, ADS Waste Holdings, Inc. (the “Company”) held a lender meeting in connection with a proposed re-pricing of its existing Term Loan B Facility.d667812d8k.htm
2014-01-218-K2014-01-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 21, 2014, ADS Waste Holdings, Inc. (the “Company”) issued a press release announcing that Charles C. Appleby, the Company’s Chief Executive Officer, notified the Board of Directors of the Company (the “Board of Directors”) of his intention to retire as Chief Executive Officer, effective July 1, 2014.d660785d8k.htm
2013-11-128-K2013-11-122.02 Results of Operations and Financial Condition2.02 The information under this Item 2.02, including the Exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.d627047d8k.htm