Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note is incorporated by reference into this Item 1.02.
In connection with the completion of the Merger (as described further under Item
2.01) that certain Amended and Restated Credit Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.
At the effective time of the Merger ("Effective Time"), each share of common
stock, par value
At the Effective Time, each vested and unvested option of the Company with a per share exercise price less than the Per Share Merger Consideration that was outstanding at the Effective Time was converted into the right to receive a cash amount equal to the product of (i) the number of shares of Common Stock subject to the option multiplied by (ii) the excess of the Per Share Merger Consideration over the per-share exercise price of such option, net of taxes.
At the Effective Time, each performance share unit award outstanding as of immediately prior to the Effective Time was converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock equal to the greater of (x) the target number of shares of Common Stock with respect to such performance share unit award and (y) the number of shares of Common Stock that was considered earned under the terms of such performance share unit award based on the year-end results of the Company for the 2019 fiscal year multiplied by (ii) the Per Share Merger Consideration, net of taxes.
At the Effective Time, each restricted share unit award and restricted share award outstanding immediately prior to the Effective Time was converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such restricted share unit award or restricted share award multiplied by (ii) the Per Share Merger Consideration, net of taxes.
The aggregate consideration used by Parent to consummate the Merger (including
the funds required to pay for all equity securities of the Company in connection
with the Merger) was approximately
The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Original Merger Agreement was attached as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
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Substantially concurrently with the Effective Time, the transactions contemplated by the Securities and Asset Purchase Agreement (the "Purchase . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.
On the Closing Date, in connection with the completion of the Merger, the
Company notified the
Additionally, the Company, as the surviving corporation in the Merger, intends
to file with the
Item 3.03 Material Modification to Rights of Security Holders.
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.
In connection with the completion of the Merger, at the Effective Time, each outstanding share of the Common Stock issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01) was converted into the right to receive the Per Share Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.
Item 5.01 Changes in Control of Registrant.
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.
As a result of the completion of the Merger, a change in control of the Company occurred, and the Company, as the surviving corporation in the Merger, became a wholly-owned indirect subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.
Directors
In connection with the completion of the Merger, at the Effective Time, each of
the Company's directors immediately prior to the Effective Time (
3 Officers
Immediately following the Effective Time, all prior officers of the Company were
removed, in connection with the Merger and not due to any disagreement with the
Company on any matter, and the following became officers of the Company:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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. A copy of such second amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
At the Effective Time, the amended and restated bylaws of the Company, as amended to date, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of such second amended and restated bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
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
On the Closing Date, the press release attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01 was issued announcing the completion of the Merger.
The information contained in and accompanying this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofApril 14, 2019 , by and amongAdvanced Disposal Services, Inc. ,Everglades Merger Sub Inc. and Waste Management, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onApril 15, 2019 ). 2.2* Amendment No. 1, dated as ofJune 24, 2020 , to the Agreement and Plan of Merger, datedApril 14, 2019 , by and amongAdvanced Disposal Services, Inc. , Waste Management, Inc. andEverglades Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onJune 24, 2020 ). 3.1 Amended and Restated Certificate of Incorporation ofAdvanced Disposal Services, Inc. 3.2 Amended and Restated Bylaws ofAdvanced Disposal Services, Inc. 99.1 Press Release, datedOctober 30, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K.
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