Advanced Disposal Services, Inc. (ADSW) Files An 8-K Entry into a Material Definitive Agreement

Advanced Disposal Services, Inc. (ADSW) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive
Agreement.

Amended and Restated Credit Agreement

On November10, 2016, Advanced Disposal Services,Inc. (the
Company), entered into the Amendment and Restatement Agreement
(the Amendment and Restatement Agreement) by and among the
Company, the guarantors party thereto, the lenders party thereto
(the Lenders) and Deutsche Bank AG New York Branch, as
administrative agent and collateral agent (respectively, the
Administrative Agent and the Collateral Agent), to the Credit
Agreement, by and among the Company, the lenders party thereto,
the Administrative Agent and the Collateral Agent, dated as of
October9, 2012 (as amended, supplemented or modified from time to
time prior to the date hereof, the Existing Credit Agreement and
as amended and restated in accordance with the Amendment and
Restatement Agreement, the Amended and Restated Credit
Agreement).

The Amended and Restated Credit Agreement includes a $1.5 billion
term loan B facility maturing 2023, and a $300 million revolving
credit facility maturing 2021. At the Companys option, borrowings
under the Amended and Restated Credit Agreement will bear
interest at an alternate base rate or adjusted LIBOR rate in each
case plus an applicable margin.

Obligations under the Amended and Restated Credit Agreement are
guaranteed by the Companys existing and future domestic
restricted subsidiaries (subject to certain exceptions) and are
secured by a first-priority security interest in substantially
all the personal property assets, and certain real property
assets, of the Company and the guarantors, including all or a
portion of the equity interests of certain of the Companys
domestic subsidiaries (in each cases, subject to certain limited
exceptions).

Borrowings under the Amended and Restated Credit Agreement may be
prepaid at any time without premium. The Amended and Restated
Credit Agreement contains usual and customary representations and
warranties, and usual and customary affirmative and negative
covenants, including limitations on liens, additional
indebtedness, investments, restricted payments, asset sales,
mergers, affiliate transactions and other customary limitations,
as well as a total net leverage ratio financial covenant (for the
benefit of lenders under the revolving credit facility only). The
Amended and Restated Credit Agreements also contains usual and
customary events of default, including non-payment of principal,
interest, fees and other amounts, material breach of a
representation or warranty, nonperformance of covenants and
obligations, default on other material debt, bankruptcy or
insolvency, material judgments, incurrence of certain material
ERISA liabilities, impairment of loan documentation or security
and change of control.

The foregoing description of the Amendment and Restatement
Agreement and the Amended and Restated Credit Agreement is
qualified in its entirety by reference to the full and complete
terms contained in the Amendment and Restatement Agreement, a
copy of which is filed as Exhibit10.1 to this Current Report on
Form8-K and incorporated herein by reference.

Indenture

On November10, 2016, the Company closed a 144A offering (the
Notes Offering) exempt from registration under the Securities Act
of 1933, as amended (the Securities Act), of $425,000,000
aggregate principal amount of 55/8% senior notes due 2024 (the
Notes).

The Company issued the Notes under an indenture dated November10,
2016 (the Indenture) among the Company, the guarantors party
thereto, and Wells Fargo Bank, National Association, as trustee
(the Trustee). The terms of the Notes include those set forth in
the Indenture. The Notes will bear interest at the rate of
55/8%per year. Interest on the Notes is payable on May15 and
November 15 of each year, beginning on May15, 2017. The Notes
will mature on November15, 2024. Before November15, 2019, the
Company may redeem the Notes, in whole or in part, at a
redemption price equal to 50% of their principal amount plus a
make-whole premium and accrued and unpaid interest to the date of
redemption. At any time on or after November15, 2019, the Company
may redeem the Notes, in whole or in part, at the applicable
redemption prices set forth in the Indenture, plus accrued
interest. In addition, before November15, 2019, the Company may,
from time to time, redeem up to 40% of the aggregate principal
amount of the Notes with the net cash proceeds of certain equity
offerings at a redemption price equal to 105.625% of the
principal amount thereof, plus accrued and unpaid interest to the
redemption date.

The Indenture contains covenants that, among other things,
restrict the ability of the Company and its restricted
subsidiaries to incur additional debt or issue certain preferred
stock; pay dividends or make certain redemptions, repurchases or
distributions or make certain other restricted payments or
investments; create liens; enter into transactions with
affiliates; merge, consolidate or sell, transfer or otherwise
dispose of all or substantially all of the Companys assets;
transfer and sell assets; and create restrictions on dividends or


other payments by the Companys restricted subsidiaries. Certain
covenants will cease to apply to the Notes for so long as the
Notes have investment grade ratings. The Notes will be
unconditionally guaranteed, jointly and severally, on a senior
unsecured basis by all of the Companys current and future U.S.
subsidiaries that guarantee the Amended and Restated Credit
Agreement.

The foregoing description of the Notes and the Indenture is
qualified in its entirety by reference to the Indenture, a copy
of which is filed as Exhibit4.1to this Current Report on
Form8-K and incorporated herein by reference.

Item 8.01 Other Events.

On November10, 2016, the Company issued a press release
announcing the closing of its debt refinancing relating to the
Amended and Restated Credit Agreement and the Notes Offering as
described in Item 1.01 to this Form8-K. The press release also
announced the results to date of its previously announced cash
tender offer to purchase any and all of its outstanding 8%
Senior Notes due 2020. A copy of this press release is attached
hereto as Exhibit99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit No.

Description

4.1

Indenture, dated as of November10, 2016, by and among
Advanced Disposal Services,Inc., each of the Guarantors
from time to time party thereto and Wells Fargo Bank,
National Association, as Trustee

10.1

Amendment and Restatement Agreement, dated as of November
10, 2016, by and among the Company, the guarantors party
thereto, the lenders party thereto and Deutsche Bank AG
New York Branch, as administrative agent and collateral
agent

99.1

Press Release of Advanced Disposal Services,Inc., dated
October27, 2016, Announcing Closing of Debt Refinancing



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