Waste Management, Inc. (NYSE:WM) entered into a definitive agreement to acquire Advanced Disposal Services, Inc. (NYSE:ADSW) from a group of shareholders for $3 billion on April 14, 2019. Waste Management will acquire all outstanding shares of Advanced Disposal for $33.15 per share in cash. As of June 24, 2020, Waste Management entered into amendment agreement wherein per share merger consideration is now $30.30. Waste Management intends to finance the transaction using a combination of bank debt and senior notes. Waste Management announced successful pricing of $4 billion aggregate public offering of senior notes on May 14, 2019, and it completed cash tender offer for $257 million of high-coupon senior notes. Successful completion of these financing activities combined with Waste Management's strong liquidity position will be used to close the transaction. Under specified circumstance, Advanced Disposal will be required to pay Waste Management a termination fee of $100 million, including if Advanced Disposal enters into an acquisition agreement with respect to a superior proposal prior to obtaining the Stockholder Approval or the Board changes its recommendation or takes similar actions prior to the meeting of the stockholders. The merger agreement also provides that Waste Management will be required to pay to Advanced Disposal a reverse termination fee of $150 million under certain circumstances specified in the merger agreement if the merger agreement is terminated because of the issuance of a non-appealable court order or legal restraint prohibiting the transaction for antitrust reasons or the transactions have not been consummated by a certain outside date, and at such time, antitrust approval for the transaction has not been obtained but the other conditions to closing have been satisfied. As of June 24, 2020 and as per amended agreement there was increase in the termination fee from $150 million to $250 million, which Waste Management will be required to pay to Advanced Disposal. Upon completion, Advanced Disposal's common stock will be delisted from New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

The transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals, approval by a majority of the holders of Advanced Disposal's outstanding common shares, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated there under. The transaction is not subject to a financing condition. The transaction was unanimously approved by the Boards of Directors of both companies. Advanced Disposal's Board recommends shareholders to vote in favor of the transaction. As on May 8, 2019, the Board of Directors of Advanced Disposal Services, Inc. has postponed the 2019 annual meeting of stockholders to May 22, 2019. Canada Pension Plan Investment Board, which owns approximately 19% of Advanced Disposal's outstanding shares, has, under the terms of a voting agreement, agreed to vote its shares in favor of the transaction. As of June 28, 2019, the shareholders of Advanced Disposal Services approved the transaction. On July 12, 2019, Waste Management and Advanced Disposal each received a request for additional information and documentary materials from the DOJ in connection with the DOJ's review of the Merger.  The effect of the Second Request is to extend the waiting period imposed under the HSR Act until the 30th day after substantial compliance by Waste Management and Advanced Disposal with the Second Request, unless the waiting period is terminated earlier by the DOJ. Special Meeting of the stockholders of Advanced Disposal Services, Inc. is to be held on August 25, 2020 to approve the amended merger. The stockholders of Advanced Disposal Services approved the amended merger agreement at a virtual special meeting held on August 25, 2020. The transaction will close after completion of the U.S. Department of Justice's regulatory review of the acquisition. As per filing on October 23, 2020 The Department of Justice announced that Waste Management will be required to divest 15 landfills, 37 transfer stations, 29 hauling locations, over 200 waste collection routes, and other assets in order to proceed with its acquisition of Advanced Disposal. As of October 28, 2020, Federal Trade Commission has provided early termination of the waiting period under the Hart-Scott-Rodino for the transaction. The transaction is expected to close by the first quarter of 2020. As on March 18, 2020, transaction is expected to close by mid to late second quarter 2020. As of June 24, 2020, the transaction is expected to close by the end of the third quarter of 2020. As of September 25, 2020, the transaction is expected to close early in the fourth quarter of 2020. The transaction is expected to be immediately accretive to Waste Management's earnings and cash flow.

Adam Beshara and Joshua Boyd  of Centerview Partners LLC acted as financial advisors and Alan M. Klein, Jacqui Bogucki, Nate Bascom, Justin Thekkekara, Brian Robbins, Jamin Koslowe, Pasco Struhs, Caitlin Grimes, Michael Isby, Krista McManus, Dennis Loiacono, John Creed, Tyler Robbins, Sergio Torres, Brian Steinhardt, Jonathan Zane, Brian Rosenzweig, Brian Mathes, Peter Guryan, Joshua Hazan, Marcela Robledo and Melanie Jolson and Christopher R. May of Simpson Thacher & Bartlett LLP and Brian K. McCalmon of Vedder Price P.C. acted as legal advisors to Waste Management. Michael Santini, Marc-Anthony Hourihan and Vijay Kumra of UBS Securities LLC acted as financial advisors and provided fairness opinion to Advanced Disposal. Scott Petepiece, Daniel Litowitz, Grace Jamgochian, Orla McMahon, Jae Hyong Shim, T.C. Huang, Gillian Emmett Moldowan, Manonh Soumahoro, and Anne Oksala of Shearman & Sterling LLP and Mark W. Ryan and William H. Stallings of Mayer Brown LLP acted as legal advisors to Advanced Disposal. Kevin M. Schmidt of Debevoise & Plimpton LLP acted as legal advisor to Canada Pension Plan Investment Board. Innisfree M&A Incorporated acted as information agent for Advanced Disposal and will be paid a fee of $0.02 million. Melissa Sawyer of Sullivan & Cromwell LLP acted as legal advisor to UBS Investment Bank. Advanced Disposal agreed to pay UBS an aggregate fee of $23.25 million for its financial advisory services in connection with the merger, of which $2.5 million was paid upon the delivery by UBS of the opinion dated April 14, 2019, $2.25 million was paid upon the delivery by UBS of the opinion dated June 23, 2020 and the remaining $18.5 million is payable contingent upon consummation of the merger.

Waste Management, Inc. (NYSE:WM) completed the acquisition of Advanced Disposal Services, Inc. (NYSE:ADSW) from a group of shareholders on October 30, 2020. Immediately following the completion of the Advanced Disposal acquisition, Waste Management and Advanced Disposal completed the sale to GFL Environmental of all of the assets required by the U.S. Department of Justice to be divested in connection with the Advanced Disposal acquisition. The acquisition was financed with $3 billion revolving credit facility, $4 billion of senior notes, $600 million of Commercial paper program and $257 million of high-coupon senior notes. Richard Burke, E. Renae Conley, Tanuja Dehne, Michael Hoffman, Michael Koen, Ernest Mrozek and B. Clyde Preslar ceased to be directors of Advanced Disposal Services. At the Effective Time, Courtney A. Tippy became the sole director of Advanced Disposal. Immediately following the Effective Time, all prior officers of Advanced Disposal were removed and the following became officers of Advanced Disposal: Mark A. Lockett, Courtney A. Tippy, James A. Wilson, Leslie K. Nagy, David L. Reed and Jeff Bennett. The acquisition was completed following the receipt of required regulatory approvals.