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DELAWARE
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001-37904
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90-0875845
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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ADSW
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New York Stock Exchange
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•
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our ability to achieve future profitability will depend on us executing our strategy and controlling
costs;
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future results may be impacted by the expiration of net operating losses (NOLs);
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our tax position may be affected by recent changes in U.S. tax law;
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Operating in a highly competitive industry and the inability to compete effectively with larger and
better capitalized companies and governmental service providers;
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our results are vulnerable to economic conditions;
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we may lose contracts through competitive bidding, early termination or governmental action;
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•
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some of our customers, including governmental entities, have suffered financial difficulties
affecting their credit risk, which could negatively impact our operating results;
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•
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our financial and operating performance may be affected by the inability, in some instances, to renew
or expand existing landfill permits or acquire new landfills. Further, the cost of operation and/or future construction of our existing landfills may become economically unfeasible causing us to abandon or cease operations;
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•
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we could be precluded from maintaining permits or entering into certain contracts if we are unable to
obtain sufficient third-party financial assurance or adequate insurance coverage;
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•
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our accruals for our landfill site closure, post-closure and contamination related costs may be
inadequate;
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our cash flow may not be sufficient to finance our high level of capital expenditures;
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•
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our acquisitions, including our ability to integrate acquired businesses, or that acquired businesses
may have unexpected risks or liabilities;
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•
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the seasonal nature of our business and “event-driven” waste projects that could cause our results to
fluctuate;
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•
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adverse and destructive weather conditions that could result in higher fuel costs, higher labor
costs, reduced municipal contract productivity and higher disposal costs;
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•
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we may be subject in the normal course of business to judicial, administrative or other third-party
proceedings that could interrupt or limit our operations, result in adverse judgments, settlements or fines and create negative publicity;
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• | fuel supply and prices may fluctuate significantly and we may not be able to pass on cost increases to our customers; | |
• | fluctuations in the prices of commodities may adversely affect our financial condition, results of operations and cash flows; | |
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increases in labor and disposal costs and related transportation costs could adversely impact our
financial results;
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•
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efforts by labor unions could divert management attention and adversely affect operating results;
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•
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we depend significantly on the services of the members of our senior, regional and local management
teams, and the departure of any of those persons could cause our operating results to suffer;
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we are increasingly dependent on technology in our operations and, if our technology fails, our
business could be adversely affected;
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a cybersecurity incident could negatively impact our business and our relationships with customers;
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operational and safety risks, including the risk of personal injury to employees and others;
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we are subject to substantial governmental regulation and failure to comply with these requirements,
as well as enforcement actions and litigation arising from an actual or perceived breach of such requirements, could subject us to fines, penalties and judgments, and impose limits on our ability to operate and expand;
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our operations being subject to environmental, health and safety laws and regulations, as well as
contractual obligations that may result in significant liabilities;
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future changes in laws or renewed enforcement of laws regulating the flow of solid waste in
interstate commerce could adversely affect our operating results;
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•
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fundamental change in the waste management industry as traditional waste streams are increasingly
viewed as renewable resources and changes in laws and environmental policies may limit the items that enter the waste stream, any of which may adversely impact volumes and tipping fees at our landfills. Alternatives to landfill disposal may
cause our revenues and operating results to decline;
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•
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risks associated with our substantial indebtedness and working capital deficit;
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risks associated with our ability to implement our growth strategy as and when planned; and
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the other risks described in the “Risk Factors” section of our 2018 Annual Report on Form 10-K and
any subsequent Quarterly Reports on Form 10-Q.
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Exhibit No.
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Description
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ADVANCED DISPOSAL SERVICES, INC.
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Date: May 8, 2019
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By:
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/s/ Jeffrey C. Everett
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Jeffrey C. Everett
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Vice President, Associate General Counsel
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• | our ability to achieve future profitability will depend on us executing our strategy and controlling costs; |
• |
future results may be impacted by the expiration of net operating losses (NOLs); |
• |
our tax position may be affected by recent changes in U.S. tax law; |
•
|
Operating in a highly competitive industry and the inability to compete effectively with larger and better
capitalized companies and governmental service providers;
|
• |
our results are vulnerable to economic conditions; |
•
|
we may lose contracts through competitive bidding, early termination or governmental action;
|
•
|
some of our customers, including governmental entities, have suffered financial difficulties affecting their credit
risk, which could negatively impact our operating results;
|
•
|
our financial and operating performance may be affected by the inability, in some instances, to renew or expand
existing landfill permits or acquire new landfills. Further, the cost of operation and/or future construction of our existing landfills may become economically unfeasible causing us to abandon or cease operations;
|
•
|
we could be precluded from maintaining permits or entering into certain contracts if we are unable to obtain
sufficient third-party financial assurance or adequate insurance coverage;
|
•
|
our accruals for our landfill site closure, post-closure and contamination related costs may be inadequate;
|
•
|
our cash flow may not be sufficient to finance our high level of capital expenditures;
|
•
|
our acquisitions, including our ability to integrate acquired businesses, or that acquired businesses may have
unexpected risks or liabilities;
|
•
|
the seasonal nature of our business and “event-driven” waste projects that could cause our results to fluctuate;
|
•
|
adverse and destructive weather conditions that could result in higher fuel costs, higher labor costs, reduced
municipal contract productivity and higher disposal costs;
|
•
|
we may be subject in the normal course of business to judicial, administrative or other third-party proceedings that
could interrupt or limit our operations, result in adverse judgments, settlements or fines and create negative publicity;
|
•
|
fuel supply and prices may fluctuate significantly and we may not be able to pass on cost increases to our customers;
|
•
|
fluctuations in the prices of commodities may adversely affect our financial condition, results of operations and
cash flows;
|
•
|
increases in labor and disposal costs and related transportation costs could adversely impact our financial results;
|
•
|
efforts by labor unions could divert management attention and adversely affect operating results;
|
•
|
we depend significantly on the services of the members of our senior, regional and local management teams, and the
departure of any of those persons could cause our operating results to suffer;
|
•
|
we are increasingly dependent on technology in our operations and, if our technology fails, our business could be
adversely affected;
|
•
|
a cybersecurity incident could negatively impact our business and our relationships with customers;
|
•
|
operational and safety risks, including the risk of personal injury to employees and others;
|
•
|
we are subject to substantial governmental regulation and failure to comply with these requirements, as well as
enforcement actions and litigation arising from an actual or perceived breach of such requirements, could subject us to fines, penalties and judgments, and impose limits on our ability to operate and expand;
|
|
•
|
our operations being subject to environmental, health and safety laws and regulations, as well as contractual
obligations that may result in significant liabilities;
|
|
•
|
future changes in laws or renewed enforcement of laws regulating the flow of solid waste in interstate commerce could
adversely affect our operating results;
|
|
•
|
fundamental change in the waste management industry as traditional waste streams are increasingly viewed as renewable
resources and changes in laws and environmental policies may limit the items that enter the waste stream, any of which may adversely impact volumes and tipping fees at our landfills. Alternatives to landfill disposal may cause our revenues
and operating results to decline;
|
|
•
|
risks associated with our substantial indebtedness and working capital deficit;
|
|
•
|
risks associated with our ability to implement our growth strategy as and when planned; and
|
|
•
|
the other risks described in the “Risk Factors” section of our 2018 Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q.
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