0001193125-18-042744.txt : 20180213 0001193125-18-042744.hdr.sgml : 20180213 20180213165243 ACCESSION NUMBER: 0001193125-18-042744 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 GROUP MEMBERS: STAR ATLANTIC GP, INC. GROUP MEMBERS: STAR ATLANTIC WASTE HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Advanced Disposal Services, Inc. CENTRAL INDEX KEY: 0001585790 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 900875845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89663 FILM NUMBER: 18604348 BUSINESS ADDRESS: STREET 1: 90 FORT WADE ROAD - SUITE 200 CITY: PONTE VEDRA STATE: FL ZIP: 32081 BUSINESS PHONE: 904-737-7900 MAIL ADDRESS: STREET 1: 90 FORT WADE ROAD - SUITE 200 CITY: PONTE VEDRA STATE: FL ZIP: 32081 FORMER COMPANY: FORMER CONFORMED NAME: ADS Waste Holdings, Inc. DATE OF NAME CHANGE: 20130904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highstar Capital LP CENTRAL INDEX KEY: 0001512607 IRS NUMBER: 264571856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 646-857-8700 MAIL ADDRESS: STREET 1: 277 PARK AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10172 SC 13G/A 1 d442604dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Advanced Disposal Services, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

00790X101

(CUSIP Number)

December 31, 2017

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 00790X101    13G    Page 2 of 7 Pages

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Highstar Capital LP

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

21,987,453

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

21,987,453

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,987,453

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  

 

☐

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.8%1

12.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 

1  This percentage is calculated based upon information provided by the Company’s transfer agent, according to which there were 88,491,194 shares of the Issuer’s Common Stock outstanding as of December 29, 2017, which was the last trading day in 2017.

CUSIP No. 00790X101    13G    Page 3 of 7 Pages

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Star Atlantic GP, Inc.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

21,987,453

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

21,987,453

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,987,453

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  

 

☐

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.8%2

12.  

TYPE OF REPORTING PERSON (see instructions)

 

CO

 

 

2  This percentage is calculated based upon information provided by the Company’s transfer agent, according to which there were 88,491,194 shares of the Issuer’s Common Stock outstanding as of December 29, 2017, which was the last trading day in 2017.

CUSIP No. 00790X101    13G    Page 4 of 7 Pages

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Star Atlantic Waste Holdings, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

0

   6.   

SHARED VOTING POWER

 

21,987,453

   7.   

SOLE DISPOSITIVE POWER

 

0

   8.   

SHARED DISPOSITIVE POWER

 

21,987,453

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,987,453

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  

 

☐

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.8%3

12.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 

3  This percentage is calculated based upon information provided by the Company’s transfer agent, according to which there were 88,491,194 shares of the Issuer’s Common Stock outstanding as of December 29, 2017, which was the last trading day in 2017.

CUSIP No. 00790X101    13G    Page 5 of 7 Pages

 

Item 1.

 

  (a) Name of Issuer Advanced Disposal Services, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices

90 Fort Wade Road, Ponte Vedra, Florida 32081

Item 2.

 

  (a) Name of Person Filing

This statement is filed by:

 

  (i) Highstar Capital LP, a Delaware limited partnership;

 

  (ii) Star Atlantic GP, Inc., a Delaware corporation; and

 

  (iii) Star Atlantic Waste Holdings, L.P., a Delaware limited partnership.

 

  (b) Address of the Principal Office or, if none, residence

277 Park Avenue, 45th Floor, New York, New York 10172

 

  (c) Citizenship

See Item 4 of the cover pages.

 

  (d) Title of Class of Securities

Common Stock, $0.01 par value per share

 

  (e) CUSIP Number

00790X101

 

Item 3.

Not Applicable.

Item 4. Ownership.

This Schedule 13G filing is jointly filed in accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, by Highstar Capital LP (“Highstar”), Star Atlantic GP Inc. (“Star Atlantic GP”) and Star Atlantic Waste Holdings, L.P. (“Star Atlantic”). Highstar is a registered investment adviser. PineBridge Highstar (SPE) LLC serves as the general partner of Star Atlantic GP and has delegated management authority for Star Atlantic GP to Highstar. Highstar also serves as the investment manager for Star Atlantic. Star Atlantic is the direct holder of the shares of the Issuer’s Common Stock subject to this Schedule 13G.

CUSIP No. 00790X101    13G    Page 6 of 7 Pages

 

  (a) Amount beneficially owned: See responses to Item 9 of each of the cover pages.

 

  (b) Percent of class: See Item 11 of each of the cover pages.

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: See Item 5 of each of the cover pages.

 

  (ii) Shared power to vote or to direct the vote: See Item 6 of each of the cover pages.

 

  (iii) Sole power to dispose or to direct the disposition of: See Item 7 of each of the cover pages.

 

  (iv) Shared power to dispose or to direct the disposition of: See Item 8 of each of the cover pages.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

See response to Item 4 above.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

02/13/2018
Date
/s/ Scott Litman
Signature
Scott Litman / Authorized Signatory of Highstar Capital LP
Name/Title
02/13/2018
Date
/s/ Scott Litman
Signature
Scott Litman / Authorized Signatory of Star Atlantic GP, Inc.
Name/Title
02/13/2018
Date
/s/ Scott Litman
Signature
Scott Litman / Authorized Signatory of Star Atlantic Waste Holdings, L.P.
Name/Title
 EX-99.1 2 d442604dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G, and any amendments thereto, with respect to the common stock beneficially owned by each of them of Advanced Disposal Services, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

Date: February 13, 2018

 

02/13/2018
Date
/s/ Scott Litman
Signature

Scott Litman / Authorized Signatory of Highstar Capital

LP

Name/Title
02/13/2018
Date
/s/ Scott Litman
Signature

Scott Litman / Authorized Signatory of Star Atlantic GP,

Inc.

Name/Title
02/13/2018
Date
/s/ Scott Litman
Signature

Scott Litman / Authorized Signatory of Star Atlantic

Waste Holdings, L.P.

Name/Title