Advanced Drainage Systems, Inc. (NYSE:WMS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Second Amended and Restated Credit
Agreement

On June22, 2017, Advanced Drainage Systems, Inc. (the Company)
and certain of its subsidiaries, as guarantors (collectively, the
Guarantors), entered into a Second Amended and Restated Credit
Agreement (the Credit Agreement) with PNC Bank, National
Association (PNC), as administrative agent (in such capacity, the
Agent), and various financial institutions party thereto
(together with PNC, collectively, the Lenders), to which the
Lenders have committed to provide the Company a $550,000,000
revolving credit facility (with an option to increase such
revolving credit facility or incur new term loans in an aggregate
amount of up to $150,000,000) subject to the terms and conditions
in the Credit Agreement. The Credit Agreement amends and restates
the Amended and Restated Credit Agreement dated as of June12,
2013, as amended, among the Company and certain of its
subsidiaries, as guarantors, various financial institutions party
thereto, and PNC, as administrative agent. PNC Capital Markets
LLC, Citizens Bank, N.A. and Fifth Third Bank acted as joint
bookrunners and joint lead arrangers, Citizens Bank, N.A. and
Fifth Third Bank acted as co-syndication agents, and Bank of
America, N.A., JPMorgan Chase Bank, N.A. and BMO Harris Bank N.A.
acted as documentation agents. Borrowings under the credit
facility will be used for general corporate purposes, including
repurchases of stock, repayments of existing indebtedness,
repayments of short-term borrowings, working capital
requirements, capital expenditures and acquisitions. The interest
rates under the credit facility are determined by certain base
rates or LIBOR rates, plus an applicable margin. The credit
facility has an expiration date of June22, 2022.

Obligations under the Credit Agreement are secured by capital
stock of certain direct and indirect subsidiaries of the Company
and the Guarantors and substantially all other tangible and
intangible personal property owned by the Company and the
Guarantors. Obligations under the Credit Agreement are secured by
the collateral on a pari passu basis with obligations under the
Shelf Notes (defined below).

The Credit Agreement sets forth certain customary business and
financial covenants to which the Company and Guarantors are
subject when any amounts under the Credit Agreement are
outstanding, including covenants that limit or restrict the
ability of the Company and the Guarantors to incur indebtedness,
to make capital distributions, and to incur certain liens and
encumbrances on any of its respective property.

The Credit Agreement provides for customary events of default,
including, among other things, in the event of nonpayment of
principal, interest, or other amounts, a representation or
warranty proving to have been incorrect in any material respect
when made, failure to perform or observe certain covenants within
a specified period of time, a cross-default to other Company
indebtedness of a specified amount, the bankruptcy or insolvency
of the Company or a Guarantor, monetary judgment defaults of a
specified amount, a change of control of the Company, and ERISA
defaults resulting in liability under certain circumstances. In
the event of a default by the Company, the Agent or the requisite
number of Lenders may declare all amounts owed under the Credit
Agreement and outstanding letters of credit immediately due and
payable and terminate the Lenders commitments to make loans under
the Credit Agreement. For defaults related to bankruptcy,
insolvency or reorganization proceedings, the commitments of the
Lenders will be automatically terminated and all outstanding
loans and other amounts will become immediately due and payable.

Second Amended and Restated Private Shelf Agreement
for Private Placements of Senior Notes

On June22, 2017, the Company and the Guarantors entered into the
Second Amended and Restated Private Shelf Agreement (the Private
Shelf Agreement) with PGIM, Inc. (Prudential) and certain other
parties thereto. The Private Shelf Agreement amends and restates
the Amended and Restated Private Shelf Agreement dated as of
September24, 2010, as amended, among the Company and certain of
its subsidiaries, as guarantors, Prudential, and certain other
parties thereto, to which the Company has previously issued and
sold secured senior notes of the Company. Under the terms of the
Private Shelf Agreement, the Company may request that Prudential
purchase, over the next three years, secured senior notes of the
Company so long as the aggregate principal amount of notes
outstanding at any time does not exceed $175,000,000 (the Shelf
Notes). The Shelf Notes shall bear interest at a fixed interest
rate and have a maturity date not to exceed ten (10)years from
the date of issuance. Prudential and its affiliates are under no
obligation to purchase any of the Shelf Notes. The interest rate
and terms of payment of any series of Shelf Notes will be
determined at the time of purchase. The proceeds of any series of
Shelf Notes will be

used as specified in the request for purchase with respect to
such series, subject to compliance with the requirements in the
Private Shelf Agreement, but are anticipated to be used for
general corporate purposes, including refinancing of short-term
borrowings and/or repayment of outstanding indebtedness under the
Credit Agreement, which is described above, as well as financing
of capital expenditures and acquisitions.

Obligations under the Private Shelf Agreement are secured by
capital stock of certain direct and indirect subsidiaries of the
Company and the Guarantors and substantially all other tangible
and intangible personal property owned by the Company and the
Guarantors. Obligations under the Private Shelf Agreement are
secured by the collateral on a pari passu basis with obligations
under the Credit Agreement.

The Private Shelf Agreement sets forth certain customary business
and financial covenants to which the Company and Guarantors are
subject when any Shelf Note is outstanding, including covenants
that limit or restrict the ability of the Company and the
Guarantors to incur indebtedness, to make capital distributions,
and to incur certain liens and encumbrances on any of its
respective property.

The Private Shelf Agreement provides for customary events of
default, including, among other things, in the event of
nonpayment of principal, interest, or other amounts, a
representation or warranty proving to have been incorrect in any
material respect when made, failure to perform or observe certain
covenants within a specified period of time, a cross-default to
other Company indebtedness of a specified amount, the bankruptcy
or insolvency of the Company or a Guarantor, monetary judgment
defaults of a specified amount, a change of control of the
Company, and ERISA defaults resulting in liability under certain
circumstances. In the event of a default by the Company, the
requisite number of holders of Shelf Notes may declare all
amounts owed under the Shelf Notes and Private Shelf Agreement
immediately due and payable. For defaults related to bankruptcy,
insolvency or reorganization proceedings, all amounts owed under
the Shelf Notes and Private Shelf Agreement will become
immediately due and payable.

This Form8-K does not constitute an offer to sell or a
solicitation of an offer to buy any Shelf Notes. The Shelf Notes
have not been registered under the Securities Act of 1933 or any
state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

The foregoing descriptions of the Credit Agreement and the
Private Shelf Agreement are only a summary and are qualified in
their entirety by reference to the full text of the Credit
Agreement and the Private Shelf Agreement, which are filed as
Exhibits10.1 and 10.2 to this Current Report on Form8-K and
incorporated herein by reference.

In connection with the Credit Agreement and the Private Shelf
Agreement, on June22, 2017, the Company also entered into or
acknowledged a Second Amended and Restated Security Agreement, a
Second Amended and Restated Pledge Agreement, a Second Amended
and Restated Intercompany Subordination Agreement (PNC), an
Amended and Restated Intercompany Subordination Agreement
(Prudential), and a Second Amended and Restated Intercreditor and
Collateral Agency Agreement, which are filed as Exhibits10.3,
10.4, 10.5, 10.6 and 10.7 to this Current Report on Form8-K and
incorporated herein by reference.

Private Placement of Senior Notes

On June28, 2017, the Company issued and sold Shelf Notes in the
aggregate principal amount of $75,000,000 to the Private Shelf
Agreement. Such Shelf Notes shall bear interest at a fixed
interest rate of 3.53% per annum and have a maturity date of
seven (7)years from the date of issuance. The proceeds of such
Shelf Notes will be used for repayment of outstanding
indebtedness under the Credit Agreement.

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

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.