UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report: March 8, 2018
(Date of earliest event reported)
Advanced Disposal Services, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE | | 001-37904 | | 90-0875845 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
90 Fort Wade Road
Ponte Vedra, Florida 32081
(Address of principal executive offices and zip code)
(904) 737-7900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 8.01 Other Events.
Completion of Secondary Public Offering
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. The Company is not selling any stock in this transaction and will not receive any proceeds from the sale of the shares by the Selling Stockholder. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference into this Item 8.01.
Underwriting Agreement
In connection with the Offering, on March 8, 2018, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with UBS Securities LLC. The Underwriting Agreement is attached as Exhibit 1.1 to this Current Report and is incorporated by reference into this Item 8.01. The Underwriting Agreement is incorporated by reference into the above referenced registration statement on Form S-3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit
No. | | Description |
| | |
1.1 | | Underwriting Agreement, dated March 8, 2018, by and among Advanced Disposal Services, Inc., the Selling Stockholder and UBS Securities LLC |
99.1 | | Press Release of Advanced Disposal Services, Inc., dated March 13, 2018 Announcing Closing of Secondary Offering Of Common Stock |
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Exhibit Index
Number and Description of Exhibit
3
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Advanced Disposal Services, Inc. |
| | |
| | |
| By: | /s/ Jeffrey C. Everett |
| Name: | Jeffrey C. Everett |
| Title: | Vice President, Associate General Counsel |
| | |
Dated: March 13, 2018 | | |
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