Proxy Statement - Merger or Acquistion (preliminary) (prem14a)

Date : 05/10/2019 @ 10:10PM
Source : Edgar (US Regulatory)
Stock : Advanced Disposal Services, Inc. (ADSW)
Quote : 32.07  0.0 (0.00%) @ 1:00AM

Proxy Statement - Merger or Acquistion (preliminary) (prem14a)


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 14A

(Rule 14a-101)



INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )



Filed by the Registrant ý   Filed by a Party other than the Registrant o
     
Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

 

Advanced Disposal Services, Inc.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
o   No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
       
Common stock, par value $0.01 per share, of Advanced Disposal Services, Inc.
    (2)   Aggregate number of securities to which transaction applies:
       
94,365,579 shares of common stock, which consist of: (A) 88,792,415 shares of common stock (excluding 2,274 shares held by Advanced Disposal Services, Inc. in treasury) issued and outstanding as of May 7, 2019; (B) 4,673,450 shares of common stock issuable upon exercise of outstanding Advanced Disposal Services, Inc. stock options with exercise prices below the per share merger consideration of $33.15 as of May 7, 2019; (C) 489,948 shares of common stock underlying outstanding restricted share unit awards as of May 7, 2019; (D) 335,591 shares of common stock underlying outstanding performance share unit awards as of May 7, 2019; and (E) 74,175 shares of common stock underlying outstanding restricted share awards granted under the stock plans or otherwise as of May 7, 2019.
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
       
Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of: (A) 88,792,415 shares of common stock (excluding 2,274 shares held by Advanced Disposal Services, Inc. in treasury) multiplied by the per share merger consideration of $33.15; (B) 4,673,450 shares of common stock issuable upon exercise of outstanding Advanced Disposal Services, Inc. stock options with exercise prices below the per share merger consideration of $33.15, multiplied by $11.78, which is the excess of the per share merger consideration over the weighted average exercise price of $21.37 per share; (C) 489,948 shares of common stock underlying outstanding restricted share unit awards multiplied by the per share merger consideration of $33.15; (D) 335,591 shares of common stock underlying outstanding performance share unit awards multiplied by the per share merger consideration of $33.15; and (E) 74,175 shares of common stock underlying outstanding restricted share awards granted under the stock plans or otherwise multiplied by the per share merger consideration of $33.15. The filing fee was determined by multiplying 0.0001212 by the proposed maximum aggregate value of the transaction of $3,028,347,317.35.
    (4)   Proposed maximum aggregate value of transaction:
       
$3,028,347,317.35
    (5)   Total fee paid:
       
$367,035.69
o   Fee paid previously with preliminary materials.
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:
 
    (2)   Form, Schedule or Registration Statement No.:
 
    (3)   Filing Party:
 
    (4)   Date Filed:
 
         

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
DATED MAY 10, 2019

LOGO

[ · ], 2019

Dear Stockholders of Advanced Disposal:

You are cordially invited to attend a Special Meeting (which we refer to as the “ Special Meeting ”) of the stockholders of Advanced Disposal Services, Inc. (which we refer to as “ Advanced Disposal ,” “ we ,” “ us ,” “ our ,” and the “ Company ”). The Special Meeting will be held on [ · ], 2019 at [ · ] located at [ · ], beginning at [ · ], Eastern Time.

At the Special Meeting, you will be asked to consider and vote upon (1) a proposal to adopt the Agreement and Plan of Merger, dated as of April 14, 2019, as may be amended from time to time (which we refer to as the “ merger agreement ”), by and among Advanced Disposal, Waste Management, Inc. (which we refer to as “ Waste Management ”) and Everglades Merger Sub Inc. (which we refer to as “ Merger Sub ”), which is an indirect, wholly-owned subsidiary of Waste Management, pursuant to which Merger Sub will merge with and into Advanced Disposal (which we refer to as the “ merger ”), and Advanced Disposal will continue as the surviving company and an indirect, wholly-owned subsidiary of Waste Management, (2) a non-binding advisory proposal to approve specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement (which we refer to as the “ compensation advisory proposal ”) and (3) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement (which we refer to as the “ adjournment proposal ”).

If the merger is completed, you will be entitled to receive $33.15 in cash, without interest and less applicable withholding taxes, for each share of Advanced Disposal common stock, par value $0.01 per share (which we refer to as “ Advanced Disposal common stock ”) you own (unless you have properly exercised your appraisal rights with respect to such shares).

The Advanced Disposal Board of Directors (which we refer to as the “ Board ”) unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Advanced Disposal and its stockholders, approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and approved the execution, delivery and performance by Advanced Disposal of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger. The Board unanimously recommends that you vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the compensation advisory proposal and (3) “FOR” the adjournment proposal.

All Advanced Disposal stockholders of record at the close of business on [ · ], 2019 are welcome to attend the Special Meeting. Every stockholder’s vote is important to us, so it is important that your shares are represented at the Special Meeting whether or not you plan to attend. To ensure that you will be represented, please promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you plan to attend the Special Meeting in person, you must provide appropriate proof of share ownership and a form of photo identification in order to be admitted to the Special Meeting. If you attend the Special Meeting and vote in


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person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in street name, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.

The enclosed proxy statement provides detailed information about the Special Meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Advanced Disposal from documents we file with the Securities and Exchange Commission (which we refer to as the “ SEC ”) from time to time.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the shares of Advanced Disposal common stock issued and outstanding and entitled to vote thereon. The failure of any stockholder to vote in person by ballot at the Special Meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in street name, the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions or need assistance voting your shares of Advanced Disposal common stock, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling the toll-free number at +1 (888) 750-5834.

On behalf of the Board, management and employees of Advanced Disposal, thank you for your continued support of Advanced Disposal and we appreciate your consideration of this matter.

Sincerely,

GRAPHIC

Richard Burke
Chairman and Chief Executive Officer

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [ · ], 2019 and, together with the enclosed form of proxy card, is first being mailed to stockholders of record of Advanced Disposal on or about [ · ], 2019.


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LOGO

Advanced Disposal Services, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting (which we refer to as the “ Special Meeting ”) of the stockholders of Advanced Disposal Services, Inc. (which we refer to as “ Advanced Disposal ,” “ we ,” “ us ,” “ our ,” and the “ Company ”), is to be held on [ · ], 2019 at [ · ] located at [ · ] beginning at [ · ], Eastern Time, to consider and vote upon the following proposals:

    1.
    to adopt the Agreement and Plan of Merger, dated as of April 14, 2019, as may be amended from time to time (which we refer to as the “ merger agreement ”), by and among Advanced Disposal, Waste Management, Inc. (which we refer to as “ Waste Management ”) and Everglades Merger Sub Inc. (which we refer to as “ Merger Sub ”), pursuant to which Merger Sub will merge with and into Advanced Disposal (which we refer to as the “ merger ”), and Advanced Disposal will continue as the surviving company and an indirect, wholly-owned subsidiary of Waste Management;

    2.
    to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement (which we refer to as the “ compensation advisory proposal ”); and

    3.
    to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement (which we refer to as the “ adjournment proposal ”).

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the shares of Advanced Disposal common stock, par value $0.01 per share (which we refer to as the “ Advanced Disposal common stock ”) issued and outstanding at the close of business on the record date and entitled to vote thereon.

Even if you plan to attend the Special Meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy or voting instructions by telephone or the Internet prior to the Special Meeting to ensure that your shares of Advanced Disposal common stock will be represented and voted at the Special Meeting if you are unable to attend.

For Advanced Disposal to consummate the merger, stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “ FOR ” the proposal to adopt the merger agreement. Failure to submit a signed proxy card, grant a proxy by phone or the Internet or to vote in person by ballot at the Special Meeting or an abstention from voting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

The approval of the compensation advisory proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Advanced Disposal common stock that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, so long as a quorum is


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present, to vote “ FOR ” the compensation advisory proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

The affirmative vote of the holders of a majority of the issued and outstanding shares of Advanced Disposal common stock that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the adjournment proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Only stockholders of record as of the close of business on [ · ], 2019 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. As required by our amended and restated bylaws, a list of stockholders entitled to vote at the Special Meeting will be available in our corporate offices located at 90 Fort Wade Road, Ponte Vedra, FL 32081 during regular business hours for a period of at least ten (10) days before the Special Meeting and at the place of the Special Meeting during the meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Advanced Disposal from documents we file with the U.S. Securities and Exchange Commission from time to time. If you have any questions concerning the merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Advanced Disposal common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: +1 (888) 750-5834
Banks and brokers may call collect: +1 (212) 750-5833

Stockholders who do not vote “ FOR ” the proposal to adopt the merger agreement will have the right to seek appraisal for the fair value of their shares of Advanced Disposal common stock if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all applicable requirements under Delaware law, which are summarized herein and reproduced in their entirety in Annex D to the proxy statement.

The Advanced Disposal Board of Directors unanimously recommends that you vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the compensation advisory proposal and (3) “FOR” the adjournment proposal.

By Order of the Board of Directors,

GRAPHIC

Michael K. Slattery
Corporate Secretary

Ponte Vedra, Florida
[
· ], 2019


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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) THROUGH THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

If you fail to return your proxy card, to grant your proxy electronically over the Internet or by telephone, or to vote by ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote in person at the Special Meeting.


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SUMMARY     1  

Parties Involved in the Merger

    1  

The Merger and Merger Consideration

    2  

The Special Meeting

    2  

Record Date and Quorum

    2  

Required Vote

    2  

How to Vote Your Shares

    4  

Closing of the Merger

    4  

Conditions to the Merger

    4  

Recommendation of the Advanced Disposal Board of Directors and Reasons for the Merger

    5  

Voting Agreement with CPPIB

    5  

Opinion of Financial Advisor

    5  

Treatment of Advanced Disposal Equity Awards

    6  

Interests of Advanced Disposal Directors and Executive Officers in the Merger

    7  

Financing

    7  

Material U.S. Federal Income Tax Consequences of the Merger

    7  

Regulatory Clearances

    8  

Appraisal Rights

    8  

De-listing and De-registration of Advanced Disposal Common Stock

    8  

No Solicitation; Acquisition Proposals

    8  

Termination

    9  

Termination Fees

    10  

Expenses

    11  

Limitations on Remedies; Specific Performance

    11  

Litigation Relating to the Merger

    11  

Market Price of Advanced Disposal Common Stock and Dividend Data

    11  
QUESTIONS AND ANSWERS     13  
FORWARD-LOOKING STATEMENTS     26  
PARTIES INVOLVED IN THE MERGER     28  
THE SPECIAL MEETING     29  

Date, Time and Place of the Special Meeting

    29  

Purposes of the Special Meeting

    29  

Record Date and Quorum

    30  

Required Vote

    30  

Voting by CPPIB

    31  

Voting by Advanced Disposal Directors and Executive Officers

    31  

Attendance; Voting; Proxies; Revocation

    31  

Abstentions

    33  

Adjournments or Postponements

    33  

Solicitation of Proxies

    34  

Householding

    34  

Other Information

    34  
THE MERGER (PROPOSAL 1)     35  

Certain Effects of the Merger; Merger Consideration

    35  

Background of the Merger

    35  

Recommendation of the Board and Reasons for Recommendation

    41  

Opinion of Financial Advisor

    46  

Projected Financial Information

    52  

Interests of Advanced Disposal Directors and Executive Officers in the Merger

    55  

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Insurance and Indemnification of Directors and Executive Officers

    63  

Compensation and Benefits-Related Arrangements with the Surviving Company

    63  

Financing

    63  

Material U.S. Federal Income Tax Consequences of the Merger

    63  

Regulatory Clearances

    66  

De-listing and De-registration of Advanced Disposal Common Stock

    67  

Litigation Relating to the Merger

    67  
THE MERGER AGREEMENT     68  

Explanatory Note Regarding the Merger Agreement

    68  

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

    68  

Closing of the Merger

    69  

Effect of the Merger on Advanced Disposal Common Stock

    69  

Payment Procedures

    69  

Treatment of Advanced Disposal Equity Awards

    70  

Appraisal Rights

    71  

Representations and Warranties; Material Adverse Effect

    72  

Conduct of Business Pending the Merger

    75  

Other Covenants and Agreements

    78  

Conditions to the Merger

    85  

Termination; Effect of Termination

    87  

Company Termination Fee; Waste Management Termination Fee

    88  

Limitations on Remedies; Specific Performance

    89  

Amendment; Extension; Waivers

    89  

Expenses

    89  

Governing Law; Jurisdiction

    89  
THE VOTING AGREEMENT     90  
ADVISORY VOTE ON SPECIFIED COMPENSATION (PROPOSAL 2)     91  

Golden Parachute Compensation

    91  
ADJOURNMENT OF THE SPECIAL MEETING (PROPOSAL 3)     95  
MARKET PRICES AND DIVIDEND DATA     96  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     97  

Security Ownership of Certain Beneficial Owners

    98  
APPRAISAL RIGHTS     99  

Filing Written Demand

    100  

Notice by the Surviving Company

    101  

Filing a Petition for Appraisal

    101  

Determination of Fair Value

    102  
FUTURE STOCKHOLDER PROPOSALS     104  
WHERE YOU CAN FIND ADDITIONAL INFORMATION     105  


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SUMMARY

This Summary, together with the following section entitled “Questions and Answers,” highlights selected information from this proxy statement and does not contain all of the information that may be important to you. You should read the entire proxy statement and the additional documents referred to in this proxy statement carefully for a more complete understanding of the matters being considered at the Special Meeting. This summary includes references to other parts of this proxy statement to direct you to a more complete description of the topics presented in this summary. This proxy statement is dated [ · ], 2019 and is first being mailed to stockholders of record on or about [ · ], 2019.

In this proxy statement, the terms “ Advanced Disposal ,” the “ Company ,” “ we ,” “ us ,” and “ our ” refer to Advanced Disposal Services, Inc. and, where appropriate, its subsidiaries. We refer to Waste Management, Inc. as “ Waste Management ” and Everglades Merger Sub Inc. as “ Merger Sub .” The shares of Advanced Disposal common stock, par value $0.01 per share are referred to as “ Advanced Disposal common stock ” or “ our common stock .” All references to the “ merger agreement ” refer to the Agreement and Plan of Merger, dated as of April 14, 2019, as it may be amended from time to time, by and among Advanced Disposal, Waste Management and Merger Sub, a copy of which is included as Annex A to this proxy statement. All references to the “ merger ” refer to the merger of Merger Sub with and into Advanced Disposal pursuant to the merger agreement, with Advanced Disposal continuing as the surviving company and becoming an indirect, wholly-owned subsidiary of Waste Management. We refer to the “ transactions ” as the merger, collectively with all of the other transactions contemplated by the merger agreement. Advanced Disposal, following the consummation of the merger, is sometimes referred to as the “ surviving company .” All references to the “ Special Meeting ” refer to the Special Meeting of the stockholders of Advanced Disposal to be held on [ · ], 2019 at [ · ] located at [ · ] beginning at [ · ], Eastern Time, or any adjournment or postponement thereof.

Parties Involved in the Merger (page 28)

Advanced Disposal Services, Inc.

Advanced Disposal, a Delaware corporation based in Ponte Vedra, Florida, is a leading integrated provider of nonhazardous solid waste collection, transfer, recycling and disposal services operating primarily in secondary markets or under exclusive arrangements. The Company has a presence in 16 states across the Midwest, South and East regions of the United States as well as in the Commonwealth of the Bahamas, serving approximately 2.8 million residential customers and over 200,000 commercial and industrial customers through our extensive network of 95 collection operations, 73 transfer stations, 22 owned or operated recycling facilities and 41 owned or operated active landfills.

Waste Management, Inc.

Waste Management, a Delaware corporation based in Houston, Texas, is the leading provider of comprehensive waste management environmental services in North America. Through its subsidiaries, Waste Management provides collection, transfer, disposal services, and recycling and resource recovery. It is also a leading developer, operator and owner of landfill gas-to-energy facilities in the United States. Waste Management’s customers include residential, commercial, industrial, and municipal customers throughout North America.

Everglades Merger Sub Inc.

Merger Sub is a Delaware corporation formed for the sole purpose of completing the merger with Advanced Disposal. Merger Sub is an indirect, wholly-owned subsidiary of Waste Management. Merger Sub has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in furtherance of the transactions.

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The Merger and Merger Consideration (page 35)

At the Special Meeting, you will be asked to consider and vote upon a proposal to adopt the merger agreement. Pursuant to the merger agreement, upon consummation of the merger, Merger Sub will merge with and into Advanced Disposal, the separate corporate existence of Merger Sub will cease and Advanced Disposal will continue as the surviving company and become an indirect, wholly-owned subsidiary of Waste Management. If the merger is completed, you will be entitled to receive $33.15 in cash, without interest and less applicable withholding taxes, for each share of Advanced Disposal common stock you own (unless you have properly exercised your appraisal rights with respect to such shares) (which we refer to as the “ merger consideration ”).

If the merger agreement is not adopted by Advanced Disposal stockholders, or if the merger is not completed for any other reason, the Advanced Disposal stockholders will not receive any payment for their shares of Advanced Disposal common stock in connection with the merger. Except in certain circumstances where Advanced Disposal has entered into an alternative transaction to the merger, Advanced Disposal will remain a public company, and shares of Advanced Disposal common stock will continue to be registered under the Securities Act of 1934, as amended (which we refer to as the “ Exchange Act ”), as well as listed and traded on the New York Stock Exchange (which we refer to as “ NYSE ”). In the event that the merger agreement is terminated, in certain specified circumstances, a termination fee of $100,000,000 (or potentially an amount of up to $15,000,000 in expenses) will be due and payable by Advanced Disposal to Waste Management, and in certain other specified circumstances, a termination fee of $150,000,000 will be due and payable by Waste Management to Advanced Disposal. See the sections entitled “ The Merger Agreement—Termination; Effect of Termination ” beginning on page 87 of this proxy statement and “ The Merger Agreement—Company Termination Fee; Waste Management Termination Fee ” beginning on page 88 of this proxy statement.

The Special Meeting (page 29)

The Special Meeting will be held on [ · ], 2019 at [ · ] located at [ · ] beginning at [ · ], Eastern Time.

Record Date and Quorum (page 30)

Only individuals who were Advanced Disposal stockholders of record as of the close of business on [ · ], 2019 (which we refer to as the “ record date ”) are entitled to notice of and to vote at the Special Meeting or at any adjournment or postponement thereof.

The presence at the Special Meeting of the holders of record of a majority of the shares entitled to vote, present in person or represented by proxy, at the close of business on the record date will constitute a quorum. Abstentions will be counted as present for the purpose of determining whether a quorum is present at the Special Meeting, however “broker non-votes” (described in more detail in the section entitled “ Questions and Answers ” beginning on page 13 of this proxy statement) will not be counted as present for the purpose of determining whether a quorum is present at the Special Meeting.

Required Vote (page 30)

Holders of Advanced Disposal common stock are entitled to one vote for each share of Advanced Disposal common stock they owned at the close of business on the record date on each proposal submitted to a vote at the Special Meeting.

For Advanced Disposal to complete the merger, stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “ FOR ” the proposal to adopt the merger agreement (which we refer to as the “ Advanced Disposal stockholder approval ”). A failure to vote your shares of Advanced Disposal common

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stock or an abstention from voting for the proposal to adopt the merger agreement will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee, and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

For stockholders to approve, on a non-binding advisory basis, the proposal regarding specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement (which we refer to as the “ compensation advisory proposal ”), stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock, present in person or represented by proxy at the Special Meeting and entitled to vote thereon, at which a quorum is present, must vote “ FOR ” the compensation advisory proposal. An abstention from voting for the compensation advisory proposal will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

Stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock, present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, must vote “ FOR ” the proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement (which we refer to as the “ adjournment proposal ”). An abstention from voting on the adjournment proposal will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

As of the close of business on the record date, there were [ · ] shares of Advanced Disposal common stock issued and outstanding.

In connection with the transactions, Waste Management and Canada Pension Plan Investment Board (“ CPPIB ”) entered into a Voting and Support Agreement, dated as of April 14, 2019 (which we refer to as the “ voting agreement ”). Subject to certain terms and conditions contained in the voting agreement, CPPIB agreed, among other things, not to transfer the shares it held on the date of the voting agreement and vote its shares of Advanced Disposal common stock for the adoption of the merger agreement and the transactions and against any alternative acquisition proposal (unless the Advanced Disposal Board of Directors (which we refer to as the “ Board ”) withdraws or changes the Board recommendation (as defined in the section entitled “ Summary No Solicitation; Acquisition Proposals ” beginning on page 8 of this proxy statement) or until the voting agreement has terminated in accordance with its terms). The voting agreement is described in more detail in the section entitled “ The Voting Agreement ” beginning on page 90 of this proxy statement.

Furthermore, we currently expect that Advanced Disposal directors and executive officers will vote their shares of Advanced Disposal common stock, representing, as of the close of business on the record date, approximately [ · ]% of the issued and outstanding shares of Advanced Disposal common stock, “ FOR ” the proposal to adopt the merger agreement, the compensation advisory proposal and the adjournment proposal, although they have no obligation to do so.

The directors and executive officers of Advanced Disposal have interests in the merger that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. These interests are described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

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How to Vote Your Shares

If you are a stockholder of record, you may vote your shares using one of the four (4) methods described below:

in person at the Special Meeting;

via the Internet, at the Internet address provided on the proxy card;

by telephone, by using the toll-free number listed on the proxy card; or

by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.

If you are a beneficial owner of shares held in street name, you will receive instructions from your broker, bank or other nominee as to how to vote your shares. You must follow the instructions of your broker, bank or other nominee in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain brokers, banks and other nominees. If your shares are not registered in your own name but are held through your broker, bank or other nominee and you plan to vote your shares in person at the Special Meeting, you should contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card executed in your favor and bring the original signed “legal proxy” to the Special Meeting in order to vote. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. The “legal proxy” is not the form of proxy enclosed with this proxy statement. If you hold your shares through a broker, bank or other nominee, such nominee cannot vote your shares unless you have given your nominee specific instructions as to how to vote.

Closing of the Merger (page 69)

The closing of the merger (which we refer to as the “ closing ”) will take place at the offices of Simpson Thacher & Bartlett, 600 Travis Street, Suite 5400, Houston, Texas, at 8:00 a.m., Central Time, on the third (3 rd ) business day after the satisfaction of, or, to the extent permissible by law, waiver of the conditions to closing set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions at the closing) or at such other time, date and place as Advanced Disposal and Waste Management may agree in writing.

The merger will become effective at the time of filing of the certificate of merger with the Secretary of State of the State of Delaware or on such later date and time as may be agreed to in writing by Advanced Disposal, Waste Management and Merger Sub and set forth in the certificate of merger (which date and time, in either case, we refer to as the “ effective time ”). The date on which the closing occurs is sometimes referred to as the “ closing date .”

Conditions to the Merger (page 85)

The following are certain of the conditions that must be satisfied or, if permissible by law, waived before each party is required to consummate the merger, in each case as more fully described in the section entitled “ The Merger Agreement—Conditions to the Merger ” beginning on page 85 of this proxy statement:

the Advanced Disposal stockholder approval will have been obtained;

no governmental authority of competent jurisdiction will have enacted, entered, promulgated or enforced a law or injunction which prevents, makes illegal, prohibits, restrains or enjoins the consummation of the merger;

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any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the “ HSR Act ”), will have expired or been terminated;

the accuracy of the representations and warranties of Advanced Disposal, on the one hand, and Waste Management and Merger Sub, on the other hand, in the merger agreement, subject in some instances to de minimis , materiality, “material adverse effect” (as defined in the section entitled “ The Merger Agreement—Representations and Warranties; Material Adverse Effect ” beginning on page 72 of this proxy statement) or other qualifiers, as of April 14, 2019 and as of the closing date;

the performance of or compliance with, in all material respects by, Advanced Disposal, on the one hand, and Waste Management and Merger Sub, on the other hand, of their respective covenants, agreements and obligations required to be performed by them or complied with under the merger agreement on or prior to the closing date; and

since the date of the merger agreement, no material adverse effect with respect to Advanced Disposal having occurred.

Recommendation of the Advanced Disposal Board of Directors and Reasons for the Merger (page 41)

The Board unanimously recommends that Advanced Disposal stockholders vote “ FOR ” the proposal to adopt the merger agreement and “ FOR ” the other proposals to be considered at the Special Meeting. For a description of the reasons considered by the Board in deciding to recommend the adoption of the merger agreement, see the section entitled “ The Merger (Proposal 1)—Recommendation of the Board and Reasons for Recommendation ” beginning on page 41 of this proxy statement.

Voting Agreement with CPPIB (page 90)

Concurrently with the execution of the merger agreement, on April 14, 2019, CPPIB entered into the voting agreement with Waste Management, pursuant to which, among other things, and subject to the terms and conditions set forth therein, CPPIB agreed to vote its shares of Advanced Disposal common stock at the Special Meeting for the adoption of the merger agreement and against any alternative proposal (unless the Board withdraws or changes the Board recommendation or until the voting agreement has terminated in accordance with its terms). The voting agreement automatically terminates upon the earliest to occur of: (i) the merger contemplated by the merger agreement becoming effective, (ii) the merger agreement being validly terminated in accordance with the terms thereof, or (iii) CPPIB’s election to terminate in its sole discretion promptly following any amendment to the merger agreement that reduces or changes the form of consideration payable. See the section entitled “ The Voting Agreement ” beginning on page 90 of this proxy statement for a more detailed summary of the voting agreement.

CPPIB owned, as of the close of business on the record date, approximately [ · ]% of the outstanding Advanced Disposal common stock.

Opinion of Financial Advisor (page 46)

Opinion of UBS

On April 14, 2019, at a meeting of the Board held to evaluate the proposed merger, UBS Securities LLC (which we refer to as “ UBS ”), delivered to the Board an oral opinion, which oral opinion was subsequently confirmed by delivery of a written opinion, dated April 14, 2019, to the effect that, as of that date and based on and subject to various procedures, assumptions and matters considered and the qualifications and limitations described in its opinion, the merger consideration to be received by the Advanced Disposal stockholders (other than the holders of excluded shares (as defined in the section entitled “ The Merger

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(Proposal 1)—Certain Effects of the Merger; Merger Consideration ” beginning on page 35 of this proxy statement) in the merger was fair, from a financial point of view, to such stockholders.

The full text of UBS’s opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. UBS’s opinion is attached as Annex C to this proxy statement and is incorporated herein by reference. Advanced Disposal stockholders are encouraged to read UBS’s opinion carefully in its entirety. UBS’s opinion was provided for the benefit of the Board (in its capacity as such) in connection with and for the purpose of its evaluation of the fairness, from a financial point of view, of the merger consideration to be received by the Advanced Disposal stockholders (other than the holders of excluded shares as defined in the section entitled “ The Merger (Proposal 1)—Certain Effects of the Merger; Merger Consideration ” beginning on page 35 of this proxy statement) in the merger, and does not address any other aspect of the merger or any related transaction. UBS’s opinion does not address the relative merits of the merger or any related transaction as compared to other business strategies or transactions that might be available to Advanced Disposal or Advanced Disposal’s underlying business decision to effect the merger or any related transaction. UBS’s opinion does not constitute a recommendation to any Advanced Disposal stockholder as to how such stockholder should vote or act with respect to the merger or any related transaction.

Treatment of Advanced Disposal Equity Awards (page 70)

The merger agreement provides that at the effective time, each option to purchase shares of Advanced Disposal common stock granted under the Advanced Disposal Waste Holdings Corp. Amended and Restated 2012 Stock Incentive Plan, the Advanced Disposal Services, Inc. 2016 Omnibus Equity Plan (which we refer to as the “ stock plans ”) or otherwise (which we refer to as an “ Advanced Disposal stock option ”) that is outstanding immediately prior to the effective time and that has an exercise price per share that is less than $33.15, whether or not vested, will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the excess of $33.15 over the per-share exercise price of such Advanced Disposal stock option and (ii) the number of shares issuable upon exercise of such Advanced Disposal stock option. Each Advanced Disposal stock option with an exercise price equal to or greater than $33.15 will be cancelled as of the effective time without payment of any consideration and will have no further force or effect.

The merger agreement provides that at the effective time, each performance share unit award granted under the stock plans or otherwise (which we refer to as a “ performance share unit award ”) that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares equal to the greater of (x) the target number of shares with respect to such performance share unit award and (y) the number of shares that would be considered earned under the terms of such performance share unit award based on the most recent fiscal year-end results multiplied by (ii) $33.15.

The merger agreement provides that at the effective time, each restricted share unit award granted under the stock plans or otherwise (which we refer to as a “ restricted share unit award ”) that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share unit award and (ii) $33.15.

The merger agreement provides that at the effective time, each restricted share award granted under the stock plans or otherwise (which we refer to as a “ restricted share award ”) that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax

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withholding requirements) equal to the product of (i) the number of shares subject to such restricted share award and (ii) $33.15.

Together, the Advanced Disposal stock options, performance share unit awards, restricted share unit awards and restricted share awards are referred to herein as the “ Advanced Disposal equity awards .”

Interests of Advanced Disposal Directors and Executive Officers in the Merger (page 55)

The directors and executive officers of Advanced Disposal have interests in the merger that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. These interests are described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement. The Board was aware of these interests in approving the merger agreement and in determining to recommend that the Advanced Disposal stockholders adopt the merger agreement. These interests may include the following, among others:

the accelerated vesting, cancellation and cash-out of all outstanding Advanced Disposal equity awards;

guaranteed annual bonus amounts for the 2019 and 2020 fiscal years at no less than an employee’s 2019 target annual bonus to employees in good standing;

the entitlement to benefits under existing employment agreements; and

continuation of indemnification, directors’ and officers’ liability insurance and other compensation and employee benefits to be provided by the surviving company or one of its affiliates.

Financing (page 63)

Waste Management has committed to have, at the closing, access to sufficient cash, available lines of credit or other sources of immediately available funds to enable Waste Management to consummate the transactions contemplated by the merger agreement, including payment of the aggregate merger consideration to the stockholders of Advanced Disposal and all other required payments payable in connection with the transactions contemplated by the merger agreement. Waste Management expects to finance the merger using a combination of bank debt and senior notes. The consummation of the merger is not conditioned upon Waste Management’s or Merger Sub’s receipt of financing.

Material U.S. Federal Income Tax Consequences of the Merger (page 63)

The exchange of shares of Advanced Disposal common stock for the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, an Advanced Disposal stockholder that is a “U.S. holder” (as defined in the section entitled “ The Merger (Proposal 1) Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement) will recognize taxable gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. holder in the merger plus the amount used to satisfy any applicable withholding taxes and (ii) such U.S. holder’s adjusted tax basis in the shares of Advanced Disposal common stock exchanged therefor. With respect to an Advanced Disposal stockholder that is a “non-U.S. holder” (as defined in the section entitled “ The Merger (Proposal 1) Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement), the exchange of shares of Advanced Disposal common stock for the merger consideration pursuant to the merger generally will not result in tax to such non-U.S. holder under U.S. federal income tax laws unless such non-U.S. holder has certain connections with the United States. Backup withholding may apply to the cash payment made pursuant to the merger unless the Advanced Disposal stockholder or other payee provides a valid taxpayer

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identification number and complies with certain certification procedures (generally, by providing a properly completed and executed U.S. Internal Revenue Service (which we refer to as “ IRS ”) Form W-9 or IRS Form W-8 or applicable successor form).

Each Advanced Disposal stockholder is urged to read the discussion in the section entitled “ The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger.

Regulatory Clearances (page 66)

Under the merger agreement, the merger cannot be completed until any applicable waiting period under the HSR Act has expired or been terminated following the filing of premerger notification and report forms with the Federal Trade Commission (which we refer to as the “ FTC ”) and the Antitrust Division of the U.S. Department of Justice (which we refer to as the “ DOJ ”). Advanced Disposal and Waste Management made the necessary filings with the FTC and the Antitrust Division of the DOJ on May 9, 2019. See the section entitled “ The Merger (Proposal 1)—Regulatory Clearances ” beginning on page 66 of this proxy statement for additional details.

Appraisal Rights (page 99)

Under the General Corporation Law of the State of Delaware (which we refer to as the “ DGCL ”), Advanced Disposal stockholders who do not vote for the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery, but only if they fully comply with all of the applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to Advanced Disposal before the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Failure to follow the procedures specified under the DGCL exactly will result in the loss of appraisal rights. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex D to this proxy statement. For additional information, see the section entitled “ Appraisal Rights ” beginning on page 99 of this proxy statement.

De-listing and De-registration of Advanced Disposal Common Stock (page 67)

If the merger is completed, Advanced Disposal common stock will be de-listed from the NYSE and de-registered under the Exchange Act. As such, following completion of the merger and such de-registration, Advanced Disposal will no longer file periodic reports with the SEC on account of Advanced Disposal common stock.

No Solicitation; Acquisition Proposals (page 78)

Under the merger agreement, Advanced Disposal is subject to customary restrictions on its ability to solicit acquisition proposals (as defined in the section entitled “ The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals ” beginning on page 78 of this proxy statement) from third parties, to provide information to, and enter into discussions or negotiations with, third parties regarding acquisition proposals, and to withdraw or change its recommendation that Advanced Disposal

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stockholders vote “ FOR ” the proposal to approve the merger agreement and the transactions, including the merger (which we refer to as the “ Board recommendation ”). However, prior to the Special Meeting, these restrictions are subject to customary “fiduciary out” provisions that allow, under certain circumstances, (i) Advanced Disposal to provide information to, and enter into discussions or negotiations with, third parties with respect to an acquisition proposal if the Board determines in good faith, after consultation with and taking into account the advice of, Advanced Disposal’s financial advisor and outside legal counsel, that such acquisition proposal could reasonably be expected to constitute or result in a superior proposal and that failure to take such actions would be inconsistent with its fiduciary duties and (ii) the Board to withdraw or change the Board recommendation if it determines that its failure to take such action would be inconsistent with its fiduciary duties, including in connection with an intervening event that was not known by or reasonably foreseeable by the Board as of the date of the merger agreement that is unrelated to any acquisition proposal (as more fully described in the section entitled “ The Merger Agreement—Other Covenants and Agreements—The Advanced Disposal Board Recommendation; Change of Recommendation; Fiduciary Exception ” beginning on page 78 of this proxy statement).

Termination (page 87)

The merger agreement may be terminated and the transactions may be abandoned at any time prior to the effective time of the merger:

by mutual written consent of Waste Management and Advanced Disposal; or

by either Waste Management or Advanced Disposal if:

a governmental entity of competent jurisdiction sitting in the United States has adopted a law or issued a governmental order (which has become final and nonappealable) prohibiting the merger, except this termination right will not be available to a party whose breach of the merger agreement was the primary cause of, or primarily resulted in, the issuance of such legal restraint;

the effective time has not occurred on or before April 14, 2020, as may be extended by the mutual written consent of Waste Management and Advanced Disposal and as will be extended by ninety (90) days if all of the conditions set forth in the merger agreement have been satisfied (or, with respect to the conditions that by their terms must be satisfied at the closing, would have been so satisfied if the closing had occurred) or remain capable of being satisfied other than (i) the absence of legal restraints imposed by a governmental entity and (ii) approval under the HSR Act not having been obtained (which date we refer to as the “ end date ”), except that this termination right will not be available to a party whose breach of the merger agreement was the primary cause of, or primarily resulted in, the failure of the effective time of the merger to occur before April 14, 2020;

the Advanced Disposal stockholder approval is not obtained at the Special Meeting (or any adjournment or postponement thereof); or

by Advanced Disposal if:

there is an uncured breach by Waste Management or Merger Sub of any of their respective representations, warranties or covenants in the merger agreement; or

the Board determines to enter into an acquisition agreement with respect to a superior proposal prior to (but not after) obtaining the Advanced Disposal stockholder approval at the Special Meeting (or any adjournment or postponement thereof);

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by Waste Management if:

there is an uncured breach by Advanced Disposal of any of its representations, warranties or covenants in the merger agreement; or

the Board has changed the Board recommendation prior to obtaining the Advanced Disposal stockholder approval at the Special Meeting (or any adjournment or postponement thereof) or has taken similar actions as specified in the merger agreement (see “ The Merger Agreement—Termination; Effect of Termination ” beginning on page 87 of this proxy statement for additional details).

If the merger agreement is validly terminated pursuant to the termination rights described in the bullet points above, the merger agreement will become void and of no further force or effect and there will be no liability or obligation on the part of any party, except for the confidentiality provisions, provisions relating to the effect of termination (including the termination fees described in the section entitled “ The Merger Agreement—Company Termination Fee; Waste Management Termination Fee ” beginning on page 88 of this proxy statement) and certain other specified general provisions of the merger agreement, each of which will survive the termination of the merger agreement, and liabilities or damages resulting from a party’s fraud or willful breach of the merger agreement prior to such termination.

Termination Fees (page 88)

Under the merger agreement, Advanced Disposal is required to pay Waste Management a termination fee of $100,000,000 (which we refer to as the “ Company termination fee ”) if the merger agreement is terminated by the applicable party under the following circumstances:

if Advanced Disposal enters into an acquisition agreement with respect to a superior proposal prior to obtaining Advanced Disposal stockholder approval;

if the Board changes the Board recommendation or takes similar actions prior to the Special Meeting;

if Advanced Disposal stockholders do not approve the transaction at a time when Waste Management is entitled to terminate the merger agreement due to the Board’s change of the Board recommendation; or

if (i) the Advanced Disposal stockholder approval is not obtained at the Special Meeting (or any adjournment or postponement thereof), (ii) there is an uncured breach by Advanced Disposal of its representations, warranties or covenants in the merger agreement or (iii) the merger is not consummated by the end date, and, in each case, prior to the applicable termination event, (A) a third party announces its intention to make an acquisition proposal, which acquisition proposal is not withdrawn, and (B) within 12 months after the termination date, Advanced Disposal has entered into an agreement with a third party with respect to an acquisition proposal or an acquisition proposal has been consummated involving Advanced Disposal or any of its subsidiaries.

Under the merger agreement, Waste Management is required to pay Advanced Disposal a termination fee of $150,000,000 (which we refer to as the “ Waste Management termination fee ”) if the merger agreement is terminated by Advanced Disposal because:

a nonappealable court order or legal restraint has been issued prohibiting the merger due to antitrust reasons; or

the transactions contemplated by the merger agreement have not been completed by the end date, and at such time, antitrust approval under the HSR Act has not been obtained;

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provided that, in either case, at the time of termination, (i) a breach by Advanced Disposal of a covenant in the merger agreement is not the cause of such order, legal restraint or lack of approval, (ii) Advanced Disposal must have satisfied its closing conditions and (iii) the Advanced Disposal stockholder approval must have been obtained.

Advanced Disposal will be required to reimburse Waste Management’s expenses of up to $15,000,000 if the merger agreement is terminated by either Advanced Disposal or Waste Management as a result of a failure to obtain the Advanced Disposal stockholder approval or by Waste Management for Advanced Disposal’s uncured breach of any of its representations, warranties or covenants; however, such reimbursement amount can be credited against the Company termination fee.

Expenses (page 89)

Except as otherwise provided in the merger agreement, whether or not the merger is consummated, all expenses incurred in connection with the merger, the merger agreement and the other transactions will be paid by the party incurring or required to incur such expenses. However, Waste Management has agreed to pay all filing fees required under the HSR Act with respect to the transactions contemplated by the merger agreement.

Limitations on Remedies; Specific Performance (page 89)

Advanced Disposal and Waste Management have agreed that the parties will be entitled to an injunction, specific performance and other equitable relief to prevent actual or threatened breaches of the merger agreement and to specifically enforce the terms of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity.

The parties have also agreed that, if the Company termination fee is payable as a result of an acceptance by the Board of a superior proposal (as defined in the section entitled “ The Merger Agreement—Other Covenants and Agreements; The Advanced Disposal Board Recommendation; Change of Recommendation; Fiduciary Exception ”), Waste Management’s and Merger Sub’s right to terminate the merger agreement and receive payment of the Company termination fee will be the sole and exclusive remedy of Waste Management and Merger Sub for any loss suffered by Waste Management or Merger Sub as a result of a breach by Advanced Disposal of its obligations with respect to the non-solicitation provisions under the merger agreement. In addition, the parties have agreed that Advanced Disposal’s right to terminate the merger agreement and receive payment of the Waste Management termination fee will be the sole and exclusive remedy of Advanced Disposal against Waste Management and Merger Sub for any loss suffered by Advanced Disposal as a result of a breach by Waste Management or Merger Sub of certain of its obligations with respect to regulatory matters under the merger agreement.

Litigation Relating to the Merger (page 67)

No litigation relating to the merger was pending as of the time of filing this proxy statement.

Market Price of Advanced Disposal Common Stock and Dividend Data (page 96)

Advanced Disposal common stock is listed on NYSE under the symbol “ADSW.” The closing sale price of Advanced Disposal common stock on April 12, 2019, the last trading day prior to the execution of the merger agreement, was $27.14 per share. On May 9, 2019 the most recent practicable date before the filing of this proxy statement, the closing sale price of Advanced Disposal common stock was $32.33 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

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Following completion of the merger, there will be no further market for Advanced Disposal common stock, and our common stock will be de-listed from NYSE and de-registered under the Exchange Act. As a result, following completion of the merger and such de-registration, we will no longer file periodic reports with the SEC.

For a more complete description, please see the section entitled “ Market Prices and Dividend Data ” beginning on page 96 of this proxy statement.

* * *

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the merger agreement and the transactions. These questions and answers may not address all questions that may be important to you as an Advanced Disposal stockholder. Please refer to the section entitled “Summary” preceding this section and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, all of which you should read carefully.

Q:
Why am I receiving this proxy statement?

A:     On April 14, 2019, Advanced Disposal entered into the merger agreement providing for the merger of Merger Sub with and into Advanced Disposal, with Advanced Disposal surviving the merger as an indirect, wholly-owned subsidiary of Waste Management. You are receiving this proxy statement in connection with the solicitation of proxies by the Board “ FOR ” the proposal to adopt the merger agreement and to approve the other proposals to be voted on at the Special Meeting.

Q:
What is a proxy?

A:     A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Advanced Disposal common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Advanced Disposal common stock is called a “form of proxy” or “proxy card.” The Board has designated each of Richard Burke, Chairman and Chief Executive Officer, and Michael K. Slattery, Corporate Secretary, with full power of substitution, as proxy for the Special Meeting.

Q:
What is the proposed transaction?

A:     The proposed transaction is the acquisition of Advanced Disposal by Waste Management through the merger of Merger Sub with and into Advanced Disposal pursuant to the merger agreement. Following the effective time, Advanced Disposal will be privately held as an indirect, wholly-owned subsidiary of Waste Management, and you will no longer own shares of Advanced Disposal common stock and instead will have only the right to receive the merger consideration. Following the consummation of the merger, Advanced Disposal common stock will be de-listed from NYSE and de-registered under the Exchange Act; thus, Advanced Disposal will no longer be a public company.

Q:
What will I receive in the merger?

A:     If the merger is consummated, you will be entitled to receive $33.15 in cash for each share of Advanced Disposal common stock you own, without interest and less applicable withholding taxes. For example, if you own 100 shares of Advanced Disposal common stock, you will be entitled to receive $3,315.00 in cash, without interest and less applicable withholding taxes. After the effective time, you will no longer have any rights as an Advanced Disposal stockholder, other than the right to receive the merger consideration.

Q:
What is included in these materials?

A:     These materials include:

this proxy statement for the Special Meeting;

a proxy card or voting instruction form (enclosed with this proxy statement);

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a copy of the merger agreement (attached as Annex A to this proxy statement);

a copy of the voting agreement (attached as Annex B to this proxy statement);

the written opinion of UBS (attached as Annex C to this proxy statement); and

the full text of Section 262 of the DGCL (attached as Annex D to this proxy statement).

Q:
Where and when is the Special Meeting?

A:     The Special Meeting will take place on [ · ], 2019 at [ · ] located at [ · ], beginning at [ · ], Eastern Time. To ensure that you will be represented, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. In certain circumstances, the Special Meeting could be adjourned to another time or place. All references in our proxy materials to Special Meeting include any adjournment or postponement of the Special Meeting.

Q:
How do I attend the Special Meeting?

A:     To attend the meeting, you will need to present valid photo identification, such as a driver’s license or passport, and proof of ownership of our common stock. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. If you are not a holder of record as of the close of business on the record date, you will be permitted to vote at the meeting only if you have a valid legal proxy from a holder of record as of the close of business on the record date.

Q:
What proposals will be voted on at the Special Meeting?

A:     There are three (3) proposals scheduled to be voted on at the Special Meeting:

to adopt the merger agreement;

to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement (which we refer to as the compensation advisory proposal); and

to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement (which we refer to as the adjournment proposal).

Q:
What is the Board’s voting recommendation?

A:     Upon consideration, the Board unanimously recommends that you vote your shares:

FOR ” the proposal to adopt the merger agreement;

FOR ” the compensation advisory proposal; and

FOR ” the adjournment proposal.

For a discussion of the factors that the Board considered in determining to approve the execution and delivery of the merger agreement by Advanced Disposal and to recommend the adoption of the merger agreement, please see the section entitled “ The Merger (Proposal 1)—Recommendation of the Board and Reasons for Recommendation ” beginning on page 41 of this proxy statement. In addition, in considering the

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recommendation of the Board with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. For a discussion of these interests, please see the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

Q:
Who is entitled to vote at the Special Meeting?

A:     All shares of Advanced Disposal common stock owned by you as of the record date, which is the close of business on [ · ], 2019, may be voted by you. You may cast one vote per share of Advanced Disposal common stock that you held on the record date. These shares include shares that are:

held directly in your name as the stockholder of record; and

held through a broker, bank or other nominee for you as the beneficial owner, including those shares over which a broker, bank or other nominees has granted you a “legal proxy” allowing you to vote those shares in person at the Special Meeting.

As of the close of business on the record date, there were [ · ] shares of Advanced Disposal common stock issued and outstanding, and entitled to vote at the Special Meeting. Each share of Advanced Disposal common stock issued and outstanding as of the close of business on the record date will be entitled to one vote on each matter submitted to a vote at the Special Meeting.

Q:
What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

A:     Our stockholders may hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Stockholder of Record .     If your shares of Advanced Disposal common stock are registered directly in your name with Advanced Disposal’s transfer agent, EQ Shareowner Services, you are considered, with respect to those shares, the stockholder of record, and this proxy statement was sent directly to you by Advanced Disposal. As the stockholder of record, you have the right to vote in person at the Special Meeting, grant your voting proxy directly to certain officers of Advanced Disposal or to appoint a representative of your choosing to attend the Special Meeting and vote on your behalf by granting such person a “legal proxy.”

Beneficial Owner .     If your shares of Advanced Disposal common stock are held in an account at a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name, and this proxy statement was forwarded to you by your broker, bank or other nominee, who is considered, with respect to those shares, to be the “stockholder of record.” As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares on your behalf at the Special Meeting, or you may contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card to authorize you to vote your shares in person at the Special Meeting. However, because you are not the “stockholder of record,” you may not vote your shares in person at the Special Meeting, unless you request and obtain a valid proxy from your broker, bank or other nominee.

Q:
What must I do if I want to attend the Special Meeting in person?

A:     Only individuals who were Advanced Disposal stockholders as of the close of business on the record date and their authorized representatives may attend the Special Meeting. Proof of ownership of Advanced

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Disposal common stock (which may be the appearance of such stockholder’s name on Advanced Disposal stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. To ensure that you will be represented, even if you plan to attend the Special Meeting in person, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.” No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

Q:
If I am a stockholder of record of shares of Advanced Disposal common stock, how do I vote?

A:     You do not need to physically attend the Special Meeting in person in order to vote your shares of Advanced Disposal common stock. If you are a stockholder of record, there are four (4) ways you can vote:

in person at the Special Meeting;

via the Internet, at the Internet address provided on the proxy card;

by telephone, by using the toll-free number listed on the proxy card; or

by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.

Q:
If I am a beneficial owner of shares of Advanced Disposal common stock held in street name, how do I vote?

A:     If you are a beneficial owner of shares of Advanced Disposal common stock held in street name, you will receive instructions from your broker, bank or other nominee as to how to vote your shares. You must follow the instructions of your broker, bank or other nominee in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain brokers, banks and other nominees. If your shares are not registered in your own name but are held through your broker, bank or other nominee and you plan to vote your shares in person at the Special Meeting, you should contact your broker, bank or other nominee to obtain a “legal proxy” or broker’s proxy card and bring it to the Special Meeting in order to vote. Please note that if you hold your shares through a broker, bank or other nominee, such nominee cannot vote your shares unless you have given your nominee specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker, bank or other nominee.

Q:
Will my shares of Advanced Disposal common stock held in street name or another form of record ownership be combined for voting purposes with shares I hold of record?

A:     No. Because any shares of Advanced Disposal common stock you may hold in street name will be deemed to be held by a different stockholder of record than any shares of Advanced Disposal common stock you hold of record, any shares of Advanced Disposal common stock held in street name will not be combined for voting purposes with shares of Advanced Disposal common stock you hold of record. Similarly, if you own shares of Advanced Disposal common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card or vote separately by telephone or Internet with respect to those shares of Advanced Disposal common stock because they are held in a different form of record ownership.

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Shares of Advanced Disposal common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Shares of Advanced Disposal common stock held in an individual retirement account must be voted under the rules governing such account.

Q:
What is the quorum requirement for the Special Meeting?

A:     A quorum is necessary to hold a valid meeting of the Advanced Disposal stockholders. The holders of record of a majority of the shares entitled to vote, present in person or represented by proxy, at the close of business on the record date will constitute a quorum at the Special Meeting. If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned or postponed from time to time until a quorum is obtained. Pursuant to the voting agreement, CPPIB has agreed to cause its shares of Advanced Disposal common stock to be counted at the Special Meeting for purposes of determining whether a quorum has been obtained.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Special Meeting.

If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting.

In the event that a quorum is not present at the Special Meeting, we expect to adjourn or postpone the Special Meeting until we solicit enough proxies to obtain a quorum.

Q:
What happens if I do not give specific voting instructions?

A:      Stockholder of Record .     If you are a stockholder of record and you submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this proxy statement. Thus, your shares of Advanced Disposal common stock will be voted:

FOR ” the proposal to adopt the merger agreement;

FOR ” the compensation advisory proposal; and

FOR ” the adjournment proposal.

Beneficial Owner .     If you are a beneficial owner of shares held in street name, under applicable stock exchange rules the broker, bank or other nominee that holds your shares may generally vote on routine proposals but cannot vote without instructions on non-routine matters unless they have discretionary authority. None of the proposals to be voted on at the Special Meeting are considered routine proposals. As a result, if the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares, a “broker non-vote” will occur. Therefore, we urge you to give voting instructions to your broker. Shares represented by such “broker non-votes” will not be counted as present in person or represented by proxy in determining whether there is a quorum. A “broker non-vote” will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. Your abstention will have no effect on the compensation advisory proposal or the adjournment proposal.

Q:
What is the voting requirement to approve the proposal to adopt the merger agreement?

A:     Adoption of the merger agreement requires stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to

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vote thereon to vote “ FOR ” the proposal to adopt the merger agreement. A failure to vote your shares of Advanced Disposal common stock or an abstention from voting on this proposal will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

Q:
What is the voting requirement to approve the compensation advisory proposal?

A:     The approval of the compensation advisory proposal requires stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock which are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, so long as a quorum is present, to vote “ FOR ” the compensation advisory proposal. An abstention from voting on the compensation advisory proposal will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but, so long as a quorum is otherwise present at the Special Meeting, will have no effect on the compensation advisory proposal. Because the vote to approve the compensation advisory proposal is only advisory in nature, it will not be binding on Advanced Disposal, Waste Management or the surviving company. Accordingly, if the merger agreement is adopted by Advanced Disposal stockholders and the merger is completed, the merger-related compensation may be paid to Advanced Disposal’s named executive officers even if stockholders fail to approve the compensation advisory proposal, so long as quorum is otherwise present.

Q:
What is the voting requirement to approve the adjournment proposal?

A:     The approval of the adjournment proposal requires stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock, present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, to vote “ FOR ” the adjournment proposal. An abstention from voting on the adjournment proposal will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Q:
How do Advanced Disposal directors and executive officers intend to vote?

A:     We currently expect that Advanced Disposal directors and executive officers will vote their shares of Advanced Disposal common stock “ FOR ” the proposal to adopt the merger agreement and the other proposals to be considered at the Special Meeting, although they have no obligation to do so.

The directors and executive officers of Advanced Disposal have interests in the merger that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. These interests are described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

Q:
Have any stockholders already agreed to vote “FOR” the adoption of the merger agreement?

A:     Yes. CPPIB, which beneficially owned approximately [ · ]% of the issued and outstanding shares of Advanced Disposal common stock as of the close of business on the record date, entered into the voting agreement with Waste Management to vote the Advanced Disposal common stock beneficially owned by it as of the close of business on the record date for the adoption of the merger agreement, subject to the

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terms and conditions of the voting agreement. The voting agreement is described in more detail in the section entitled “ The Voting Agreement ” beginning on page 90 of this proxy statement.

Q:
What effects will the merger have on Advanced Disposal and the Advanced Disposal common stock?

A:     Advanced Disposal common stock is currently registered under the Exchange Act, and is listed on NYSE under the symbol “ADSW.” At the effective time, Merger Sub will merge with and into Advanced Disposal, with Advanced Disposal continuing as the surviving company and as an indirect, wholly-owned subsidiary of Waste Management. As a result of the merger, Advanced Disposal will cease to be a publicly traded company. Following the consummation of the merger, Advanced Disposal common stock will be de-listed from NYSE and de-registered under the Exchange Act.

Q:
What effects will the merger have on Advanced Disposal equity awards?

A:     At the effective time, each Advanced Disposal stock option that is outstanding immediately prior to the effective time and that has an exercise price per share that is less than $33.15, whether or not vested, will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the excess of $33.15 over the per-share exercise price of such Advanced Disposal stock option and (ii) the number of shares issuable upon exercise of such Advanced Disposal stock option. Each Advanced Disposal stock option with an exercise price equal to or greater than $33.15 will be cancelled as of the effective time without payment of any consideration and will have no further force or effect.

At the effective time, each performance share unit award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares equal to the greater of (x) the target number of shares with respect to such performance share unit award and (y) the number of shares that would be considered earned under the terms of such performance share unit award based on the most recent fiscal year-end results multiplied by (ii) $33.15.

At the effective time, each restricted share unit award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share unit award and (ii) $33.15.

Further, at the effective time, each restricted share award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share award and (ii) $33.15.

Q:
When is the merger expected to be completed?

A:     Together with Waste Management, we are working toward completing the merger as quickly as possible after the date of the Special Meeting, and currently expect to consummate the merger by the first quarter of 2020. We cannot be certain when or if the conditions to the merger will be satisfied (or, to the extent permitted, waived). The merger cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived), including the adoption of the merger agreement by Advanced Disposal stockholders.

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Q:
What happens if the merger is not completed?

A:     If the merger agreement is not adopted by Advanced Disposal stockholders, or if the merger is not completed for any other reason, the Advanced Disposal stockholders will not receive any payment for their shares of Advanced Disposal common stock in connection with the merger. Except in certain circumstances where Advanced Disposal has entered into an alternative transaction to the merger, Advanced Disposal would remain a public company, and shares of Advanced Disposal common stock would continue to be registered under the Exchange Act, as well as listed and traded on NYSE. In the event that the merger agreement is terminated, in certain specified circumstances, the Company termination fee (or potentially an amount of up to $15,000,000 in expenses) will be due and payable by Advanced Disposal to Waste Management, and in certain other specified circumstances, the Waste Management termination fee will be due and payable by Waste Management to Advanced Disposal. See the sections entitled “ The Merger Agreement—Termination; Effect of Termination ” beginning on page 87 of this proxy statement and “ The Merger Agreement—Company Termination Fee; Waste Management Termination Fee ” beginning on page 88 of this proxy statement.

Q:
What will happen if stockholders do not approve the compensation advisory proposal?

A:     The inclusion of this proposal is required by the SEC rules. However, the approval of the compensation advisory proposal is not a condition to the completion of the merger and the vote on the compensation advisory proposal is an advisory vote and will not be binding on Advanced Disposal, Waste Management or the surviving company. If the merger agreement is adopted by Advanced Disposal stockholders and the merger is completed, the merger-related compensation may be paid to Advanced Disposal’s named executive officers even if stockholders fail to approve the compensation advisory proposal.

Q:
Can I revoke my proxy or change my vote?

A:     Yes. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

voting over the Internet or by telephone as instructed on the proxy card. Only your latest Internet or telephone vote will be counted. You may not change your vote over the Internet or by telephone after 11:59 p.m. Eastern Time, on [ · ];

providing a written notice of revocation that is received before the Special Meeting by the Corporate Secretary at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, Florida 32081, Attention: Michael K. Slattery, Corporate Secretary;

completing, signing, dating and returning a new proxy card by mail to Advanced Disposal before the Special Meeting (received by or with our last mail delivery before the Special Meeting); or

attending the Special Meeting and requesting that your proxy be revoked and/or voting in person as instructed above.

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Advanced Disposal, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Advanced Disposal before the Special Meeting (such new proxy cards or written notices of revocation received by or with our last mail delivery before the Special Meeting begins will be counted).

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If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining a “legal proxy” or broker’s proxy card from your broker, bank or other nominee that holds the shares of record and voting your shares in person at the Special Meeting.

Q:
What happens if I do not vote or if I abstain from voting on the proposals?

A:     The requisite number of shares to approve the proposal to adopt the merger agreement is based on the total number of shares of Advanced Disposal common stock issued and outstanding, not just the shares that are voted. Failure to submit a signed proxy card, grant a proxy by phone or the Internet or to vote in person by ballot at the Special Meeting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. For more information concerning the Special Meeting, the merger agreement and the merger, please review this proxy statement and the copy of the merger agreement attached as Annex A thereto.

The requisite number of shares to approve the compensation advisory proposal is a majority of the shares of Advanced Disposal common stock issued and outstanding and that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon. A quorum is a majority of the shares of Advanced Disposal common stock issued and outstanding. An abstention from voting will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

The requisite number of shares to approve the adjournment proposal is a majority of shares of Advanced Disposal common stock issued and outstanding and that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present. An abstention from voting will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Only shares of Advanced Disposal common stock that are issued and outstanding as of the close of business on the record date are eligible to be voted on each of the three (3) proposals and will be counted for purposes of determining whether a quorum is present at the Special Meeting.

Q:
If the merger is consummated, how will I receive the cash for my shares of Advanced Disposal common stock?

A:     If the merger is consummated and your shares of Advanced Disposal common stock are held in book-entry or in the name of a broker, bank or other custodian, the cash proceeds will be deposited into your bank or brokerage account without any further action on your part. If you hold your shares of Advanced Disposal common stock in certificate form, you will receive a letter of transmittal with instructions on how to send your shares of Advanced Disposal common stock to the paying agent in connection with the merger. The paying agent will issue and deliver to you a check for your shares of Advanced Disposal common stock after you comply with such instructions.

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Q:
What happens if the market price of shares of Advanced Disposal common stock significantly changes before the closing?

A:     Waste Management is not obligated to change the merger consideration of $33.15 per share of Advanced Disposal common stock as a result of a change in the market price of Advanced Disposal common stock.

Q:
What happens if I sell my shares of Advanced Disposal common stock before completion of the merger?

A:     In order to receive the merger consideration, you must hold your shares of Advanced Disposal common stock through completion of the merger. Consequently, if you transfer your shares of Advanced Disposal common stock before completion of the merger, you will have transferred your right to receive the merger consideration in the merger.

The record date for stockholders entitled to vote at the Special Meeting is [ · ]. If you transfer your shares of Advanced Disposal common stock after the record date but before the closing, unless you have granted a “legal proxy” to the purchaser as part of the transfer, you will have the right to vote at the Special Meeting, although you will have transferred your right to receive the merger consideration in the merger.

Q:
Should I send in my evidence of ownership now?

A:     No. After the merger is completed, you will receive a letter of transmittal, if applicable, and related materials from the paying agent for the merger with detailed written instructions for exchanging your shares of Advanced Disposal common stock evidenced by stock certificates for the merger consideration. If your shares of Advanced Disposal common stock are held in street name by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to what action, if any, you need to take in order to effect the surrender of your street name shares in exchange for the merger consideration. Please do not send in any documentation of evidence of ownership now.

Q:
Am I entitled to exercise dissenters’ or appraisal rights instead of receiving the merger consideration for my shares of Advanced Disposal common stock?

A:     Yes. Under Section 262 of the DGCL, stockholders who do not vote for the adoption of the merger agreement have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery, but only if they fully comply with all applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to Advanced Disposal before the vote on the proposal to adopt the merger agreement and such stockholder must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Failure to comply exactly with the procedures and requirements specified under the DGCL will result in the loss of appraisal rights. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex D to this proxy statement. For additional information, see the section entitled “ Appraisal Rights ” beginning on page 99 of this proxy statement. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel.

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Q:
Will I be subject to U.S. federal income tax upon the exchange of Advanced Disposal common stock for the merger consideration pursuant to the merger?

A:     Generally, yes, if you are a U.S. stockholder. The exchange of shares of Advanced Disposal common stock for the merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, an Advanced Disposal stockholder that is a “U.S. holder” (as defined in the section entitled “ The Merger (Proposal 1) Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement) will recognize taxable gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. holder in the merger plus the amount used to satisfy any applicable withholding taxes and (ii) such U.S. holder’s adjusted tax basis in the shares of Advanced Disposal common stock exchanged therefor. With respect to an Advanced Disposal stockholder that is a “non-U.S. holder” (as defined in the section entitled “ The Merger (Proposal 1) Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement), the exchange of shares of Advanced Disposal common stock for the merger consideration pursuant to the merger generally will not result in tax to such non-U.S. holder under U.S. federal income tax laws unless such non-U.S. holder has certain connections with the United States. Backup withholding may apply to the cash payment made pursuant to the merger unless the Advanced Disposal stockholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9 or IRS Form W-8 or applicable successor form).

Each Advanced Disposal stockholder is urged to read the discussion in the section entitled “ The Merger (Proposal 1) Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement and to consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger.

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under any state, local or non-U.S. tax laws or tax treaties.

Q:
What does it mean if I get more than one proxy card?

A:     If your shares of Advanced Disposal common stock are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction form. Please complete and return all of the proxy cards or voting instructions forms you receive (or submit each of your proxies or voting instructions forms by telephone or the Internet, if available to you) to ensure that all of your shares of Advanced Disposal common stock are voted.

Q:
How many copies should I receive if I share an address with another stockholder?

A:     Some banks, brokers and other nominees may participate in the practice of “householding” proxy statements, annual reports and notices of Internet availability of proxy materials. This means that a single set of our proxy materials, containing a single copy of this proxy statement but multiple proxy cards or voting instruction forms, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of our proxy materials to you if you write or call our proxy solicitor, Innisfree M&A Incorporated (which we refer to as “ Innisfree ”) by phone, toll-free at +1 (888) 750-5834, or in writing at Innisfree M&A Incorporated, 501 Madison Avenue, 20 th  Floor, New York, NY 10022. Banks and brokers may call collect at +1 (212) 750-5833. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting (i) Advanced Disposal at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Michael K. Slattery, Corporate Secretary or by calling +1 (904) 737-7900 (if your

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shares are registered in your own name) or (ii) your broker, bank or other nominee (if your shares are registered in their name).

Q:
Who will count the votes?

A:     The votes will be counted by one or more inspectors of election appointed for the Special Meeting.

Q:
Who will solicit and bear the cost of soliciting votes for the Special Meeting?

A:     Advanced Disposal will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Advanced Disposal has engaged Innisfree as proxy advisor to assist in the solicitation of proxies for the Advanced Disposal Special Meeting. Advanced Disposal estimates that it will pay the proxy advisor a fee of approximately $20,000, plus reimbursement of certain expenses. In addition, Advanced Disposal may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Advanced Disposal common stock for their expenses in forwarding solicitation material to such beneficial owners.

Q:
Are there any other risks to me from the merger that I should consider?

A:     Yes. There are risks associated with all business combinations, including the merger. See the section entitled “ Forward-Looking Statements ” beginning on page 26 of this proxy statement.

Q:
Where can I find the voting results of the Special Meeting?

A:     Advanced Disposal will announce preliminary voting results at the Special Meeting and publish preliminary, or final results if available, in a current report on Form 8-K filed with the SEC within four (4) business days after the Special Meeting.

Q:
What do I need to do now?

A:     We urge you to read this entire document carefully, including its appendices and the documents incorporated by reference, and to consider how the merger affects you. Your vote is important, regardless of the number of shares of Advanced Disposal common stock you own. Please see the above questions “If I am a stockholder of record of Advanced Disposal shares, how do I vote?” and “If I am a beneficial owner of shares held in street name, how do I vote?” for a summary of instructions on how to vote.

Q:
Where can I find more information about Advanced Disposal?

A:     You can find more information about us from various sources described in the section entitled “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement.

Q:
Who can help answer my other questions?

A:     If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact

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Innisfree, which is acting as the proxy solicitor and information agent for Advanced Disposal in connection with the merger:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: +1 (888) 750-5834
Banks and brokers may call collect: +1 (212) 750-5833

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. All forward-looking statements included in this proxy statement are based upon information available to us as of the filing date of this proxy statement, and, except to the extent required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include the factors identified in Advanced Disposal annual report on Form 10-K for the year ended December 31, 2018, under the heading “Risk Factors,” as updated from time to time by Advanced Disposal quarterly reports on Form 10-Q, including Advanced Disposal Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, and other documents of Advanced Disposal on file with the SEC or in this proxy statement filed with the SEC by Advanced Disposal, and the following factors:

risks related to the consummation of the merger, including the risks that (i) the merger may not be consummated within the anticipated time period, or at all, (ii) the parties may fail to obtain stockholder approval of the merger agreement, (iii) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iv) other conditions to the consummation of the merger under the merger agreement may not be satisfied;

the effects that any termination of the merger agreement may have on Advanced Disposal or its business, including the risks that (i) Advanced Disposal’s stock price may decline significantly if the merger is not completed, (ii) the merger agreement may be terminated in circumstances requiring Advanced Disposal to pay to Waste Management the Company termination fee or reimburse certain of Waste Management’s expenses, or (iii) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon the occurrence of, or entry into a definitive agreement for, certain subsequent transactions, which may have a chilling effect on alternatives to the merger;

the effects that the announcement or pendency of the merger may have on Advanced Disposal and its business, including the risks that as a result (i) Advanced Disposal’s business, operating results or stock price may suffer, (ii) Advanced Disposal’s current plans and operations may be disrupted, (iii) Advanced Disposal’s ability to retain or recruit key employees may be adversely affected, (iv) Advanced Disposal’s business relationships (including customers and suppliers) may be adversely affected, or (v) Advanced Disposal’s management’s or employees’ attention may be diverted from other important matters;

the effect of limitations that the merger agreement places on Advanced Disposal’s ability to operate its business, return capital to stockholders or engage in alternative transactions;

the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against Advanced Disposal and others;

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the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; and

other economic, business, competitive, legal, regulatory, and/or tax factors.

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the heading “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filing on Form 10-K and subsequent periodic and interim report filings (see “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

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PARTIES INVOLVED IN THE MERGER

Advanced Disposal Services, Inc.
90 Fort Wade Road
Ponte Vedra, FL 32081
Telephone: (904) 737-7900

Advanced Disposal is a leading integrated provider of nonhazardous solid waste collection, transfer, recycling and disposal services operating primarily in secondary markets or under exclusive arrangements. We have a presence in 16 states across the Midwest, South and East regions of the United States as well as in the Commonwealth of the Bahamas, serving approximately 2.8 million residential customers and over 200,000 commercial and industrial customers through our extensive network of 95 collection operations, 73 transfer stations, 22 owned or operated recycling facilities and 41 owned or operated active landfills. Our principal executive offices are located at 90 Fort Wade Road, Ponte Vedra, FL 32081 and our telephone number is (904) 737-7900.

Advanced Disposal is a Delaware corporation and Advanced Disposal common stock trades on NYSE under the symbol “ADSW.”

Additional information about Advanced Disposal is contained in our public filings, which are incorporated by reference herein. See “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement.

Waste Management, Inc.
1001 Fannin Street
Houston, Texas 77002
Telephone: (713) 512-6200

Waste Management, a Delaware corporation, is North America’s leading provider of comprehensive waste management environmental services that partners with residential, commercial, industrial and municipal customers and the communities it serves to manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable energy. Waste Management’s “Solid Waste” business is operated and managed locally by its subsidiaries that focus on distinct geographic areas and provides collection, transfer, disposal, and recycling and resource recovery services. Through its subsidiaries, Waste Management is also a leading developer, operator and owner of landfill gas-to-energy facilities in the United States. Waste Management’s stock is traded on NYSE under the symbol “WM.” Its principal executive offices are located at 1001 Fannin Street, Houston, Texas 77002 and its telephone number is (713) 512-6200.

Everglades Merger Sub Inc.
1001 Fannin Street
Houston, Texas 77002
Telephone: (713) 512-6200

Merger Sub is a Delaware corporation formed for the purpose of entering into the merger agreement and completing the merger with Advanced Disposal. Merger Sub is an indirect, wholly-owned subsidiary of Waste Management. Merger Sub has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in furtherance of the transactions. Upon completion of the merger, Merger Sub will merge with and into Advanced Disposal and will cease to exist. Merger Sub’s principal executive offices are located at 1001 Fannin Street, Houston, Texas 77002 and its telephone number is (713) 512-6200.

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THE SPECIAL MEETING

We are furnishing this proxy statement to Advanced Disposal stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides Advanced Disposal stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [ · ], 2019 at [ · ], located at [ · ] beginning at [ · ], Eastern Time or at any adjournment or postponement thereof.

Only individuals who were Advanced Disposal stockholders as of the close of business on the record date and their authorized representatives may attend the Special Meeting. Proof of ownership of Advanced Disposal common stock (which may be the appearance of such stockholder’s name on Advanced Disposal stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. To ensure that you will be represented, even if you plan to attend the Special Meeting in person, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.” No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders of record on or about [ · ].

Purposes of the Special Meeting

The primary purpose of the Special Meeting is for our stockholders to consider and vote upon the proposal to adopt the merger agreement. Our stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must adopt the merger agreement in order for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, and the material provisions of the merger agreement are summarized in the section of this proxy statement entitled “ The Merger Agreement ” beginning on page 68 of this proxy statement.

In addition, our stockholders are being asked to approve the compensation advisory proposal, which is the approval, on a non-binding advisory basis, of specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement, the value of which is disclosed in the table entitled “Golden Parachute Compensation” and the notes accompanying that table in the section entitled “ Advisory Vote on Specified Compensation (Proposal 2) ” beginning on page 91 of this proxy statement.

Our stockholders are also being asked to approve the adjournment proposal, which is one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement.

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Record Date and Quorum

The holders of record of Advanced Disposal common stock as of the close of business on [ · ], the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. As of the close of business on the record date, [ · ] shares of Advanced Disposal common stock were issued and outstanding.

The presence at the Special Meeting of the holders of record of a majority of the shares of Advanced Disposal common stock entitled to vote, present in person or represented by proxy, at the close of business on the record date will constitute a quorum. Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting. However, if a new record date is set for an adjourned Special Meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the Special Meeting. “Broker non-votes,” described below under the section entitled “ The Special Meeting—Attendance; Voting; Proxies; Revocation—Providing Voting Instructions by Proxy—Shares of Advanced Disposal Common Stock Held in Street Name ” beginning on page 32 of this proxy statement, will not be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the Special Meeting.

Pursuant to the voting agreement, CPPIB has agreed to cause its shares of Advanced Disposal common stock to be counted at the Special Meeting for quorum purposes pursuant to this proxy statement.

Required Vote

Holders of Advanced Disposal common stock are entitled to one vote on each proposal submitted to a vote at the Special Meeting for each share of Advanced Disposal common stock they own at the close of business on the record date. As of the close of business on the record date, there were [ · ] shares of Advanced Disposal common stock issued and outstanding.

For Advanced Disposal to complete the merger, stockholders holding a majority of the shares of Advanced Disposal common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “ FOR ” the proposal to adopt the merger agreement. A failure to vote your shares of Advanced Disposal common stock or an abstention from voting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

The approval, on a non-binding advisory basis, of the compensation advisory proposal requires the affirmative vote of stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock which are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, so long as a quorum is present, to vote “ FOR ” the proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

The affirmative vote of stockholders holding a majority of the issued and outstanding shares of Advanced Disposal common stock which are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the adjournment proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

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Voting by CPPIB

Concurrently with the execution of the merger agreement, on April 14, 2019, CPPIB entered into the voting agreement with Waste Management, pursuant to which, among other things, and subject to the terms and conditions set forth therein, CPPIB agreed to vote its shares of Advanced Disposal common stock at the Special Meeting for the adoption of the merger agreement and against any alternative proposal (unless the Board withdraws or changes the Board recommendation or until the voting agreement has terminated in accordance with its terms). The voting agreement terminates upon the earliest to occur of: (i) the merger becoming effective, (ii) the merger agreement being validly terminated in accordance with the terms thereof, or (iii) CPPIB’s election to terminate in its sole discretion promptly following any amendment to the merger agreement that reduces or changes the form of consideration payable. In addition, CPPIB waived its appraisal rights. The voting agreement is described in more detail in the section entitled “ The Voting Agreement ” beginning on page 90 of this proxy statement. CPPIB owned, as of the close of business on the record date, approximately [ · ]% of the outstanding Advanced Disposal common stock.

Voting by Advanced Disposal Directors and Executive Officers

At the close of business on the record date, directors and executive officers of Advanced Disposal were entitled to vote [ · ] shares of Advanced Disposal common stock, or approximately [ · ]% of the shares of Advanced Disposal common stock issued and outstanding on that date. We currently expect that Advanced Disposal directors and executive officers will vote their shares “ FOR ” the proposal to adopt the merger agreement and “ FOR ” the other proposals to be considered at the Special Meeting, although they have no obligation to do so.

The directors and executive officers of Advanced Disposal have interests in the merger that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. These interests are described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

Attendance; Voting; Proxies; Revocation

Attendance

All holders of shares of Advanced Disposal common stock as of the close of business on the record date, including stockholders of record and beneficial owners of Advanced Disposal common stock registered in the street name of a broker, bank or other nominee, are invited to attend the Special Meeting. Proof of ownership of Advanced Disposal common stock (which may be the appearance of such stockholder’s name on Advanced Disposal stockholder list as of the record date), along with valid photo identification (such as a driver’s license or passport), must be presented to be admitted to the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting.

Voting in Person

Stockholders of record will be able to vote in person at the Special Meeting. If you are a beneficial owner of shares held in street name and wish to vote in person at the Special Meeting, you must obtain a “legal proxy” or broker’s proxy card from your broker, bank or other nominee. A “legal proxy” is a written document that will authorize you to vote your shares held in street name at the Special Meeting. Please contact your broker, bank or other nominee for instructions regarding obtaining a “legal proxy.”

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Providing Voting Instructions by Proxy

To ensure that your shares of Advanced Disposal common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting in person.

Shares of Advanced Disposal Common Stock Held by Record Holder

If you are a stockholder of record, you may provide voting instructions by proxy using one of the following methods:

via the Internet, at the Internet address provided on the proxy card;

by telephone, by using the toll-free number listed on the proxy card; or

by mail, by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.

If you submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this proxy statement. If you fail to return your proxy card and you are a holder of record as of the close of business on the record date, unless you attend the Special Meeting and vote in person, the effect will be that your shares of Advanced Disposal common stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, will have no effect on the vote regarding the compensation advisory proposal, so long as a quorum is otherwise present, and will have no effect on the vote regarding the adjournment proposal.

Shares of Advanced Disposal Common Stock Held in Street Name

If your shares of Advanced Disposal common stock are held in the name of a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee as to how to vote your shares. You must follow the instructions of your bank, broker or other nominee in order for your shares of Advanced Disposal common stock to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks, brokers and other nominees. If your shares of Advanced Disposal common stock are not registered in your own name but are held through your bank, broker or other nominee and you plan to vote your shares in person at the Special Meeting, you should contact your bank, broker or other nominee to obtain a “legal proxy” or broker’s proxy card and bring it to the Special Meeting in order to vote.

In accordance with the rules of NYSE, brokers, banks and other nominees that hold shares of Advanced Disposal common stock in street name for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement, the compensation advisory proposal or the adjournment proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. “Broker non-votes,” if any, will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement and will have no effect (x) so long as a quorum is otherwise present, on the compensation advisory proposal or (y) on the adjournment proposal. Thus, for shares of Advanced Disposal common stock held in street name, only shares of Advanced Disposal common stock affirmatively voted “ FOR ” the proposal to adopt the merger agreement will be counted as a vote “ FOR ” such proposal.

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Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

voting over the Internet or by telephone as instructed on the proxy card. Only your latest Internet or telephone vote will be counted. You may not change your vote over the Internet or by telephone after 11:59 p.m. Eastern Time, on [ · ];

providing a written notice of revocation that is received before the Special Meeting by the Corporate Secretary at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Michael K. Slattery, Corporate Secretary;

completing, signing, dating and returning a new proxy card by mail to Advanced Disposal before the Special Meeting (received by or with our last mail delivery before the Special Meeting); or

attending the Special Meeting and request that your proxy be revoked and/or voting in person as instructed above.

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. If you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Advanced Disposal, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Advanced Disposal before the Special Meeting (such new proxy cards or written notices of revocation received by or with our last mail delivery before the Special Meeting will be counted).

If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining a legal proxy from your broker, bank or other nominee and voting your shares in person at the Special Meeting.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included as shares of Advanced Disposal common stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, the compensation advisory proposal and the adjournment proposal.

Adjournments or Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed if necessary or appropriate, including for the purpose of soliciting a sufficient number of proxies “ FOR ” the proposal to adopt the merger agreement. In the event that a sufficient number of shares of Advanced Disposal common stock is present or represented, in person or by proxy, and voted “ FOR ” the proposal to adopt the merger agreement at the Special Meeting such that the Advanced Disposal stockholder approval will have been obtained, Advanced Disposal does not anticipate that it will adjourn or postpone the Special Meeting.

The Special Meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of Advanced Disposal common stock that are present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting or as otherwise permitted by law, whether or not a quorum is present. Any adjournment or postponement of the Special Meeting will allow Advanced

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Disposal stockholders who have already sent in their proxies to revoke them at any time before their use at the Special Meeting that was adjourned or postponed.

Solicitation of Proxies

We are paying the cost for the preparation, printing and distribution of the proxy materials. We may use the services of our directors, officers and employees, without additional compensation, to solicit proxies. We will reimburse any holder of record for its reasonable expenses incurred in completing the mailing of stockholder requested proxy materials to the beneficial owners of our common stock. Advanced Disposal has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. Advanced Disposal estimates that it will pay Innisfree a fee of approximately $20,000, plus reimbursement of certain expenses. In addition, Advanced Disposal may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of Advanced Disposal common stock for their expenses in forwarding solicitation material to such beneficial owners.

Householding

We are permitted to send a single set of proxy materials to stockholders who share the same last name and address. This procedure is called “householding” and is designed to reduce our printing and postage costs. This means that we may send a single set of our proxy materials, containing a single copy of this proxy statement but separate proxy cards or voting instruction forms for each stockholder in your household. We will promptly deliver a separate copy of our proxy materials to you if you write or call Innisfree by phone, toll-free at +1 (888) 750-5834, or in writing to Innisfree M&A Incorporated, 501 Madison Avenue, 20 th  Floor, New York, NY 10022. Such requests by street name holders should be made through their broker, bank or other nominee.

In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting (i) Advanced Disposal at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Corporate Secretary or by calling +1 (904) 737-7900 (if your shares are registered in your own name) or (ii) your broker, bank or other nominee (if your shares are registered in their name).

Other Information

You should not return any evidence of your shares of Advanced Disposal common stock or send documents representing Advanced Disposal common stock with the proxy card. If the merger is completed, the paying agent for the merger will send to you a letter of transmittal, if applicable, and related materials and instructions for exchanging your shares of Advanced Disposal common stock.

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THE MERGER (PROPOSAL 1)

The description of the merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety.

Certain Effects of the Merger; Merger Consideration

If the merger agreement is adopted by Advanced Disposal stockholders and the other conditions to the closing are either satisfied or waived, Merger Sub will merge with and into Advanced Disposal, the separate corporate existence of Merger Sub will cease, and Advanced Disposal will continue as the surviving company in the merger as an indirect, wholly-owned subsidiary of Waste Management.

Upon the consummation of the merger, each share of Advanced Disposal common stock issued and outstanding immediately prior to the effective time, other than shares of Advanced Disposal common stock (i) owned by Waste Management, Merger Sub or Advanced Disposal, including shares held in treasury by Advanced Disposal, (ii) held by stockholders who will have neither voted for the merger nor consented thereto in writing and who will have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL, and (iii) owned by any direct or indirect, wholly-owned subsidiary of Advanced Disposal or Waste Management (which we refer to as the “ excluded shares ”), will be cancelled and converted into the right to receive $33.15 in cash, without interest and less applicable withholding taxes. At the effective time of the merger, Advanced Disposal stockholders will cease to have ownership interests in Advanced Disposal or rights as stockholders of Advanced Disposal, except as provided in the merger agreement or by law.

Advanced Disposal common stock is currently registered under the Exchange Act and is listed on NYSE under the symbol “ADSW.” As a result of the merger, Advanced Disposal will cease to be a publicly traded company and will be an indirect, wholly-owned subsidiary of Waste Management. Following the consummation of the merger, Advanced Disposal common stock will be de-listed from NYSE and de-registered under the Exchange Act, in each case in accordance with applicable law, rules and regulations.

If the merger agreement is not adopted by Advanced Disposal stockholders, or if the merger is not completed for any other reason, the Advanced Disposal stockholders will not receive any payment for their shares of Advanced Disposal common stock in connection with the merger. Except in certain circumstances where Advanced Disposal has entered into an alternative transaction to the merger, Advanced Disposal will remain a public company, and shares of Advanced Disposal common stock will continue to be registered under the Exchange Act, as well as listed and traded on NYSE.

Background of the Merger

The Board and Advanced Disposal’s senior management regularly review and assess Advanced Disposal’s business strategies and objectives, and the Board regularly discusses Advanced Disposal’s performance, risks and opportunities, all with the goal of enhancing stockholder value. As part of these ongoing efforts, the Board and Advanced Disposal’s senior management evaluate from time to time various strategic alternatives, taking into account current and expected economic and other market conditions and developments and trends in the solid waste industry. These strategic alternatives include the continued operation of Advanced Disposal as an independent, standalone company, acquiring new businesses to complement or expand existing businesses, divesting one or more of its businesses, and entering into strategic partnerships or other investments with respect to one or more of Advanced Disposal’s businesses. In addition, Advanced Disposal and its representatives have been approached periodically by other companies and their representatives regarding potential interest in a material transaction involving Advanced Disposal.

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During the second quarter of 2018, an industry participant (which we refer to as “ Company A ”) approached Mr. Richard Burke, Chairman and Chief Executive Officer of Advanced Disposal, regarding its potential interest in a material transaction involving Advanced Disposal. Separately, a financial sponsor (which we refer to as “ Company B ”) also contacted Mr. Burke with respect to its potential interest in a material transaction involving Advanced Disposal. In June 2018, Advanced Disposal entered into confidentiality agreements with each of Company A and Company B to facilitate ongoing discussions.

On July 9, 2018, senior management of Advanced Disposal, including Mr. Burke, participated in a meeting with Company A to discuss an overview of Advanced Disposal’s business.

On July 31, 2018, the Board convened a regular meeting, during which the Board discussed the status of preliminary discussions with each of Company A and Company B. A representative of Shearman & Sterling LLP (which we refer to as “ Shearman & Sterling ”), Advanced Disposal’s legal advisor, presented on the fiduciary duties and confidentiality obligations of the directors under Delaware law, as well as considerations in the context of discussions with potential counterparties. The Board authorized Advanced Disposal’s senior management to continue preliminary discussions with Company A and Company B and requested updates as such discussions progressed.

Following the July 9, 2018 meeting with Company A, representatives of Advanced Disposal held calls and meetings with representatives of Company A pursuant to which Company A conducted preliminary diligence on Advanced Disposal. By early September 2018, representatives of Company A informed Mr. Burke that Company A could not offer a price that, in Company A's opinion, would be considered an attractive premium to the trading price of Advanced Disposal common stock around such time. Company A did not engage in further discussions with Advanced Disposal with respect to a potential transaction following early September 2018.

Also in the summer of 2018, representatives of Advanced Disposal had preliminary discussions with Company B, including an in-person meeting in June 2018 among representatives of Company B and senior management of Advanced Disposal, including Mr. Burke, to discuss an overview of Advanced Disposal’s business, and provided Company B with preliminary diligence materials. By the end of August 2018, representatives of Company B informed Advanced Disposal that Company B was not prepared to proceed with a material transaction involving Advanced Disposal at a price that, in Company B’s opinion, would be acceptable to the Board.

On October 11, 2018, Mr. Burke received a call from Mr. James C. Fish, Jr., President and Chief Executive Officer of Waste Management, to request a meeting. At a meeting in Dallas, Texas on November 9, 2018, Mr. Fish expressed to Mr. Burke Waste Management’s potential interest in pursuing an acquisition of Advanced Disposal.

On November 23, 2018, Waste Management and Advanced Disposal executed a mutual confidentiality agreement, which was followed by the execution of a joint defense agreement on December 7, 2018 for the purpose of sharing confidential information in connection with regulatory matters without waiving legal privileges or protections.

On December 10, 2018, the Board held a meeting with Advanced Disposal’s senior management and representatives of UBS in attendance. The representatives of UBS provided an update on recent developments in the solid waste industry and activities being undertaken by other industry participants, discussed its preliminary financial analyses of Advanced Disposal and certain valuation considerations, and reviewed with the Board various strategic alternatives potentially available to Advanced Disposal. The Board discussed various options, including (i) continuing as an independent, standalone company, (ii) engaging in a material acquisition, (iii) merging with or engaging in a strategic transaction with another strategic company, (iv) a sale to an industry participant (including a discussion of potential counterparties), and (v) a sale to a financial sponsor (including a discussion of potential counterparties).

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On December 21, 2018, senior management of Advanced Disposal, including Mr. Burke, participated in a meeting in Charleston, South Carolina with senior management of Waste Management, including Mr. John J. Morris Jr., Executive Vice President and Chief Operating Officer of Waste Management, to discuss, among other things, an overview of Advanced Disposal’s business, as well as the possible synergies that could result from an acquisition of Advanced Disposal by Waste Management.

On January 23, 2019, Mr. Morris telephoned Mr. Burke and submitted a verbal expression of interest on behalf of Waste Management to purchase all of the outstanding shares of Advanced Disposal for a price of $32.00 per share in cash. The closing price of Advanced Disposal common stock was $24.35 per share on January 23, 2019.

On January 25, 2019, the Board convened a special telephonic meeting to discuss Waste Management’s verbal expression of interest. During such meeting, a representative of Shearman & Sterling discussed with the Board certain corporate governance matters and reviewed the fiduciary duties and confidentiality obligations of the directors under Delaware law generally and in the context of inquiries of this type. In light of the earlier discussions with Company A and Company B, the Board noted the low probability that another industry participant or financial sponsor would be in a position to propose a transaction more favorable to the stockholders of Advanced Disposal than the transaction proposed by Waste Management. The Board, Advanced Disposal’s senior management and Shearman & Sterling also discussed the considerations of conducting a broader market check, including the risk of a leak. Following such discussion, the Board concluded that it would not be in the best interests of stockholders to solicit any other alternatives to Waste Management’s proposal at that time. After deliberations, the Board authorized Mr. Burke to inform Mr. Morris that prior to further engagement by Advanced Disposal, Waste Management should submit its indication of interest in writing. Mr. Burke conveyed the Board’s message to Mr. Morris on the same date.

On February 5, 2019, Waste Management submitted a written, non-binding indication of interest that stated Waste Management would be prepared to acquire all of the Advanced Disposal common stock for a price of $32.00 per share in cash. In addition, Waste Management requested a 45-day exclusivity period during which Advanced Disposal would not be permitted to discuss a potential material transaction with another counterparty.

On February 6, 2019, the Board convened a special telephonic meeting, attended by representatives of UBS and Shearman & Sterling, to discuss Waste Management’s written, non-binding indication of interest. A representative of Shearman & Sterling reminded the Board of its fiduciary duties and confidentiality obligations under Delaware law. The Board discussed the terms of Waste Management’s written, non-binding indication of interest, including the price, approach on regulatory matters, and the request for a 45-day exclusivity period. At the conclusion of such discussion, the Board authorized Advanced Disposal’s senior management to continue to have preliminary discussions with Waste Management but to convey that Advanced Disposal would not agree to Waste Management’s request for exclusivity and that Advanced Disposal would not respond to Waste Management’s proposed price without first getting a clearer understanding of Waste Management’s regulatory analysis of the potential transaction. Following the February 6, 2019 Board meeting, Mr. Burke contacted Mr. Morris to communicate the Board’s position and schedule an in-person meeting.

On February 12, 2019, UBS provided the Board with certain disclosures relating to its relationships with Advanced Disposal and Waste Management. The Company and UBS entered into an engagement letter, dated February 14, 2019, pursuant to which UBS would provide certain services, including, if requested, rendering an opinion as to the fairness, from a financial point of view, to the holders of the Company’s common stock (other than the excluded shares), of the consideration to be received in a proposed transaction.

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On February 15, 2019, senior management of Advanced Disposal, including Mr. Burke, met with senior management of Waste Management, including Mr. Morris, in Roanoke, Virginia, and the participants further discussed operational and regulatory matters.

On February 20, 2019, the Board convened a regular meeting, attended by representatives of UBS and Shearman & Sterling, during which Mr. Burke updated the Board on discussions with Waste Management since the previous Board meeting. A representative of Shearman & Sterling then reviewed certain legal considerations in the context of these discussions. Following such discussion, at the direction of the Board, representatives of UBS reviewed with the Board the strategic alternatives potentially available to Advanced Disposal and financial analyses of Advanced Disposal, including some of those that were previously discussed with the Board at the December 10, 2018 meeting. The Board discussed the prospects of Advanced Disposal continuing on a standalone basis and other alternatives. The Board also noted the low probability that another industry participant or financial sponsor would be in a position to propose a transaction more favorable to the stockholders of Advanced Disposal than the transaction proposed by Waste Management.

The Board held a special telephonic meeting on February 25, 2019 to discuss the current status of discussions with Waste Management. After discussion, the Board instructed representatives of UBS to make a counterproposal to representatives of Centerview Partners LLC (which we refer to as " Centerview "), the financial advisor of Waste Management, that included a price of $34.50 per share in cash, no exclusivity, 30 days to complete any remaining due diligence and a requirement that a meeting be scheduled between the legal advisors of Advanced Disposal and Waste Management to discuss regulatory matters (which we refer to as the “ February 25 proposal ”).

On February 26, 2019, at the direction of the Board, representatives of UBS met with representatives of Centerview to discuss the February 25 proposal, valuation and feasibility of a transaction between Advanced Disposal and Waste Management. After representatives of UBS raised the February 25 proposal, representatives of Centerview reiterated that the board of directors and senior management of Waste Management considered the $32.00 per share in cash pursuant to Waste Management’s original proposal as an appropriate valuation based on the diligence information provided by Advanced Disposal as of such date, which information representatives of UBS relayed to senior management of Advanced Disposal.

On March 1, 2019, representatives of Centerview contacted representatives of UBS to indicate that Waste Management had discussed the February 25 proposal and that Waste Management needed access to additional information in order to properly evaluate the February 25 proposal. Representatives of Centerview indicated that thereafter, Waste Management would be in a position to respond to the February 25 proposal. Representatives of Centerview stated that Waste Management agreed that, while other diligence was occurring, a meeting should be scheduled between the legal advisors of Advanced Disposal and Waste Management to discuss regulatory matters. Representatives of UBS relayed the response from representatives of Centerview to senior management of Advanced Disposal.

On March 7, 2019, at the direction of the Board, senior management of Advanced Disposal, including Mr. Burke, met with senior management of Waste Management, including Mr. Morris and Ms. Devina A. Rankin, Senior Vice President and Chief Financial Officer of Waste Management, along with representatives of UBS and Centerview, in New York City, New York, during which meeting the senior management of Advanced Disposal presented a business overview of Advanced Disposal, including the projections (as described in the section entitled “ The Merger (Proposal 1)—Projected Financial Information ” beginning on page 52 of this proxy statement). On the same day, Advanced Disposal made available an online data room with due diligence materials regarding Advanced Disposal to representatives of Waste Management. Over the course of the following several weeks, Advanced Disposal and its representatives facilitated Waste Management’s and its representatives’ due diligence investigations of Advanced Disposal and its business, including participation in a March 20, 2019 meeting among representatives of Advanced

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Disposal, Waste Management, Mayer Brown LLP (which we refer to as “ Mayer Brown ”), regulatory counsel for Advanced Disposal, Vedder Price P.C., regulatory counsel for Waste Management, and Simpson Thacher & Bartlett LLP (which we refer to as “ Simpson Thacher ”), legal counsel to Waste Management, in Washington, DC to discuss regulatory matters.

On March 26, 2019, the Board convened a special telephonic meeting to discuss the status of discussions between representatives of Advanced Disposal and Waste Management.

Later on March 26, 2019, Waste Management submitted an updated non-binding indication of interest, which outlined Waste Management’s proposal to acquire all of the Advanced Disposal common stock for a price of $32.75 per share in cash. The letter also contemplated other material terms, including the level of potential divestitures that might be required in the potential transaction, as well as the amount of any termination fees payable by and to Advanced Disposal in certain circumstances. Representatives of Waste Management also circulated an initial draft of the merger agreement on the same date. The draft merger agreement contemplated a voting agreement to be executed by CPPIB, which was a condition of Waste Management’s proposal. The closing price of Advanced Disposal common stock was $28.00 per share on March 26, 2019.

The Board convened a special telephonic meeting on March 28, 2019, attended by representatives of UBS and Shearman & Sterling, to discuss Waste Management’s updated non-binding indication of interest. Representatives of UBS reviewed with the Board its preliminary financial analyses of the proposed transaction and discussed with the Board the prior written indication of interest submitted by Waste Management. The Board, with the assistance of its legal and financial advisors, then discussed potential responses to the indication of interest. A representative of Shearman & Sterling then discussed certain corporate governance matters with the Board and reviewed the fiduciary duties and confidentiality obligations of the directors under Delaware law. The Board then discussed Advanced Disposal’s strategic plan as an independent, standalone company, including the timing and achievability of such plan, as compared to the transaction contemplated by Waste Management’s updated indication of interest. The Board determined to continue to explore a potential transaction with Waste Management and authorized Advanced Disposal’s senior management and representatives of Advanced Disposal to counter Waste Management’s proposal with a counterproposal of $33.50 per share in cash (which we refer to as the “ March 28 proposal ”). The Board also authorized Mr. Burke to negotiate other material terms within certain specified parameters.

On March 29, 2019, Mr. Burke sent a letter to Mr. Morris indicating that the Board authorized Advanced Disposal’s senior management to proceed with negotiations with Waste Management, subject to Waste Management’s acceptance of the March 28 proposal.

On April 1, 2019, Mr. Morris telephoned Mr. Burke and informed him that Waste Management would be willing to acquire Advanced Disposal at a price of $33.15 per share in cash in what was described as the “best and final” price. Mr. Morris also stated that the reverse termination fee payable by Waste Management should be equal to the termination fee payable by Advanced Disposal. As directed by the Board, representatives of UBS contacted representatives of Centerview and proposed a price of $33.25 per share in cash. Later on April 1, 2019, representatives of Centerview reiterated to representatives of UBS that $33.15 was Waste Management’s “best and final” price, but, after discussing with Waste Management, Waste Management would be willing to consider a lower termination fee payable by Advanced Disposal and a higher reverse termination fee payable by Waste Management than had been previously discussed (which we refer to as the “ April 1 proposal ”).

On April 2, 2019, the Board convened a special telephonic meeting, attended by representatives of UBS and Shearman & Sterling, and Mr. Burke relayed the conversation he had the previous day with Mr. Morris and the subsequent conversations between UBS and Centerview, held at the direction of the Board. A representative of Shearman & Sterling then discussed with the Board the legal obligations of the directors in the context of a sale of Advanced Disposal. During this meeting, the Board, Advanced

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Disposal's senior management and representatives of UBS and Shearman & Sterling discussed and considered the risks and benefits of performing a further “market check” to assess whether a transaction that offered greater immediate value to Advanced Disposal stockholders was reasonably available as compared to the transaction proposed by Waste Management, in terms of price, timing, likelihood of consummation, regulatory and other considerations, and the effect such “market check” would have on Waste Management’s engagement and interest. The participants also noted that any “market check” could result in public leaks of a potential sale process, which could also have an adverse impact on employees, customers and external partners. The participants further discussed parties that could potentially be interested in acquiring Advanced Disposal, including whether Company A or Company B might re-engage in discussions regarding a potential transaction, and whether any such parties could have the financial capacity and interest to make such acquisition. Mr. Burke reminded the Board of the history of prior discussions with Company A and Company B. Following this discussion, the Board concluded that it was unlikely that any other party would be able to match or exceed the terms of the transaction proposed by Waste Management. The Board also unanimously authorized Advanced Disposal’s senior management to proceed with negotiations on the merger agreement based on the price and material terms of the April 1 proposal, as described by Mr. Burke.

On April 5, 2019, Simpson Thacher circulated an initial draft of the voting agreement to Shearman & Sterling, which Shearman & Sterling shared with CPPIB’s legal counsel, Debevoise & Plimpton LLP on April 7, 2019.

Between April 6, 2019 and April 8, 2019, Advanced Disposal, Waste Management and their respective legal counsel (Shearman & Sterling and Mayer Brown, on behalf of Advanced Disposal, and Simpson Thacher, on behalf of Waste Management), engaged in various negotiations regarding the terms of the merger agreement and exchanged drafts. During this time, Waste Management, CPPIB and their respective legal counsel engaged in various negotiations regarding the terms of the voting agreement and exchanged drafts.

On April 10, 2019, the Board convened a special telephonic meeting, during which the Board discussed the status of negotiations between Advanced Disposal and Waste Management, including with respect to employment matters. The Board also discussed the materials provided to the Board, including Advanced Disposal's strategic plan as an independent, standalone company and the projections (as defined in the section entitled “ The Merger (Proposal 1)—Projected Financial Information ” beginning on page 52 of this proxy statement). Senior management of Advanced Disposal explained how the materials differed from materials previously distributed to the Board, including to update the strategic plan to take into account fiscal year 2018 actual results and among other things, changes to the fuel and commodities prices and volume growth used in developing Advanced Disposal’s projected results. Later on April 10, 2019, Shearman & Sterling provided Simpson Thacher with a revised draft of the merger agreement.

From April 11, 2019 through April 13, 2019, Advanced Disposal, Waste Management and their respective legal counsel continued to engage in negotiations regarding, and exchange drafts of, the merger agreement. Waste Management and CPPIB and their respective legal counsel also continued to negotiate, and exchange drafts of, the voting agreement.

On April 14, 2019, Mr. Burke reported to the Board that negotiations with Waste Management on the transaction documents had substantially concluded and that the language of the merger agreement was being finalized and would reflect the April 1 proposal. In the late afternoon of April 14, 2019, the Board convened a special telephonic meeting, attended by representatives of UBS, Mayer Brown and Shearman & Sterling.

During the meeting, a representative of Mayer Brown discussed the process of obtaining regulatory approvals with respect to the merger agreement, and a representative of Shearman & Sterling summarized the regulatory covenants and commitments in the merger agreement, including each party’s obligations in connection with obtaining the applicable regulatory approvals, the risks that approval would not be

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obtained and the circumstances under which the reverse termination fee would be payable by Waste Management in the event regulatory approvals are not obtained, as well as the amount payable under such circumstances.

Representatives of UBS reviewed with the Board UBS’s financial analysis of the proposed transaction with Waste Management. Representatives of UBS also provided certain disclosures relating to UBS’s relationships with Advanced Disposal, CPPIB, and Waste Management, including the fee UBS would receive from Advanced Disposal in connection with the proposed transaction with Waste Management, which disclosures were updated relative to those that UBS provided to the Board on February 12, 2019, as described above. At the conclusion of such discussions, a representative of UBS delivered to the Board an oral opinion (which oral opinion was subsequently confirmed by delivery of a written opinion, dated April 14, 2019), to the effect that, as of that date and based on and subject to various procedures, assumptions and matters considered and the qualifications and limitations described in its opinion, the merger consideration to be received by the holders of Advanced Disposal common stock (other than the holders of excluded shares) in the merger was fair, from a financial point of view, to such holders. A copy of the written opinion of UBS is attached to this proxy statement as Annex C . Following this discussion, representatives of UBS left the meeting.

A representative of Shearman & Sterling then presented certain corporate governance matters and the fiduciary duties of the directors under Delaware law. Such representative of Shearman & Sterling then provided the Board with an overview of the proposed transaction, including the principal terms of the transaction documents that would be executed in connection with the proposed transaction. The Board and the remaining participants again discussed the merits and considerations of a “market check” process, both prior to and after entering into a merger agreement (taking into account the terms and conditions of the merger agreement and the voting agreement), and the Board concluded not to pursue a further “market check.”

After deliberation and consideration of the factors described in the section entitled “ The Merger (Proposal 1)—Recommendation of the Board and Reasons for Recommendation—Reasons for Recommendation ” beginning on page 41 of this proxy statement, the Board unanimously (i) determined that the merger agreement and the transactions were fair to, and in the best interests of, Advanced Disposal and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions, including the merger, (iii) approved the execution, delivery and performance by Advanced Disposal of the merger agreement and the consummation of the transactions, including the merger, upon the terms and subject to the conditions of the merger agreement, (iv) recommended the approval of the adoption of the merger agreement by the stockholders of Advanced Disposal, and (v) directed that the adoption of the merger agreement be submitted to a vote of the holders of Advanced Disposal common stock.

Following the conclusion of the Board meeting, Advanced Disposal, Waste Management, and their respective legal counsel finalized negotiations of the merger agreement on terms consistent with the terms approved by the Board and the April 1 proposal, and all relevant parties executed and exchanged the definitive documentation on April 14, 2019.

Prior to the opening of U.S. stock markets on April 15, 2019, Advanced Disposal and Waste Management issued a joint press release publicly announcing their entry into the merger agreement.

Recommendation of the Board and Reasons for Recommendation

Recommendation of the Board

After considering the various factors described below, the Board unanimously (i) determined that the merger agreement and the transactions were fair to, and in the best interests of, Advanced Disposal and its stockholders, (ii) approved and declared advisable to enter into the merger agreement and the

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transactions, (iii) approved the execution, delivery and performance by Advanced Disposal of the merger agreement and the consummation of the transactions upon the terms and subject to the conditions set forth in the merger agreement, (iv) recommended the adoption of the merger agreement by Advanced Disposal stockholders, and (v) directed that the merger agreement be submitted to a vote of Advanced Disposal stockholders.

The Board unanimously recommends that you vote (1) “FOR” the proposal to adopt the merger agreement (2) “FOR” the compensation advisory proposal and (3) “FOR” the adjournment proposal.

Reasons for Recommendation

In evaluating the merger agreement and the merger, the Board consulted with Advanced Disposal’s senior management and its outside legal and financial advisors and, in reaching its determination to recommend that the Advanced Disposal stockholders adopt the merger agreement, the Board relied upon and considered numerous factors, including the material factors set forth below (the order in which the following factors appear does not reflect any relative significance):

Financial Terms; Certainty of Value

The belief of the Board that the merger consideration of $33.15 per share in cash of Advanced Disposal common stock represents full and fair value for shares of Advanced Disposal common stock, taking into account Advanced Disposal’s current and historical financial condition, results of operations, business, competitive position and prospects, as well as Advanced Disposal’s near-term and long-term standalone plan in the event Advanced Disposal were to remain an independent public company, and the future prospects and risks associated with remaining an independent public company and the risks and uncertainties associated with the execution of the standalone plan.

The opportunity for Advanced Disposal’s stockholders to realize substantial value based on the receipt of the merger consideration representing a significant premium of 22.1% to the closing share price of April 12, 2019, the last trading day prior to the announcement of the merger, a premium of approximately 20.9% to the 30-day volume weighted average price of April 12, 2019, and a premium of approximately 18.3% to the all-time highest closing share price prior to April 12, 2019.

The fact that the merger consideration consists solely of cash, which provides certainty of value and liquidity to the stockholders of Advanced Disposal and does not expose them to any future risks related to the business or the financial markets generally, as compared to a transaction in which stockholders receive equity or other securities, or as compared to remaining an independent, standalone company.

The oral opinion of UBS (which oral opinion was subsequently confirmed by delivery of a written opinion, dated as of April 14, 2019), provided to the Board, to the effect that, as of that date and based on and subject to various procedures, assumptions and matters considered and the qualifications and limitations described in its opinion, the merger consideration to be received by the holders of Advanced Disposal common stock (other than the holders of excluded shares) in the merger was fair, from a financial point of view, to such holders. A copy of the written opinion of UBS is attached to this proxy statement as Annex C .

The fact that appraisal rights will be available to the holders of Advanced Disposal common stock who properly exercise their rights under the DGCL, which would give these stockholders the ability to seek and be paid a judicially determined appraisal of the “fair value” of their shares of Advanced Disposal common stock if they do not wish to accept the merger consideration.

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The fact that the merger consideration Waste Management agreed pay to the holders of Advanced Disposal common stock was increased from $32.00 to $33.15 per share of Advanced Disposal common stock as a result of extensive negotiations, as described in the section above entitled “ The Merger (Proposal 1) Background of the Merger ” beginning on page 35 of this proxy statement.

The fact that the parties have agreed that all vested and unvested equity awards of Advanced Disposal will automatically accelerate and settle in cash based on the value of the merger consideration, rather than be assumed by, and converted into equity awards of, Waste Management, which provides certainty of value and liquidity to holders of Advanced Disposal equity awards and does not expose them to the risk of lost value based on Waste Management’s performance or future risks related to the financial markets generally.

Prospects of Advanced Disposal

Advanced Disposal’s current and historical business, financial condition, results of operations, competitive position, strategic options and prospects, as well as Advanced Disposal’s near-term and long-term standalone plan in the event Advanced Disposal were to remain an independent public company, the risks and challenges associated with remaining an independent public company and the risks and uncertainties associated with the execution of the standalone plan, and the potential impact of those factors on the future trading price of Advanced Disposal common stock, including risks related to:

the general business environment for the solid waste industry, including industry trends, increased labor, transportation and fuel costs, high level of capital expenditures, and substantial governmental regulation and involvement;

the costs, risks and uncertainties relating to the execution by Advanced Disposal of its near-term and long-term standalone plan in the event Advanced Disposal were to remain an independent public company;

the additional costs and burdens involved with being a public company;

the U.S. and global economy and general stock market conditions and volatility;

the other risks and uncertainties identified in Advanced Disposal’s filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019; and

the Board’s belief, after consideration of the factors described in this section, that the consummation of the transactions represent Advanced Disposal’s best reasonably available alternative for maximizing stockholder value.

Process and Consideration of Alternatives

The Board’s belief, based on a review of the possible alternatives to a sale of Advanced Disposal, including the prospects of continuing to operate in accordance with the near-term and long-term strategic plan, the potential value to Advanced Disposal stockholders of such alternatives and the timing and likelihood of actually achieving additional value for such stockholders from these alternatives, that none of these options, on a risk- and time-adjusted basis, was reasonably likely to create value for Advanced Disposal stockholders greater than the merger consideration.

The fact that Advanced Disposal had preliminary discussions with respect to a potential material transaction involving Advanced Disposal with at least two other potential strategic or financial counterparties in 2018, none of which provided any indication that it was interested in proceeding with a transaction on terms competitive with the proposal made by Waste Management, as described in “ The Merger (Proposal 1)—Background of the Merger ,” beginning on page 35 of this proxy statement.

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The determination by the Board, after discussion with Advanced Disposal’s senior management, that Waste Management was one of the most logical acquirers of Advanced Disposal and, in light of Waste Management’s complementary businesses, as well as the projected synergies that would result from the combination, together with Waste Management’s strong balance sheet and financial position, that Waste Management would be the potential transaction partner most likely to offer the best combination of value and closing certainty to Advanced Disposal’s stockholders.

The Board’s belief that there were no other credible potential parties that might have an interest in engaging in a strategic transaction with Advanced Disposal at a value higher than Waste Management’s proposal; the potential regulatory, commercial and financing issues that might arise in connection with pursuing such an alternative transaction; and the belief that Waste Management would withdraw from consideration of a potential transaction if Advanced Disposal were to pursue discussions with other potential counterparties.

Likelihood of Consummation

The business reputation and capabilities of Waste Management and its management.

The fact that Waste Management’s obligation to complete the transactions is not conditioned on Waste Management or Merger Sub obtaining financing.

The fact that concurrently with the execution of the merger agreement, Advanced Disposal’s largest stockholder, CPPIB, entered into the voting agreement with Waste Management, pursuant to which, among other things, and subject to the terms and conditions set forth therein, CPPIB agreed to vote its shares of Advanced Disposal common stock for the adoption of the merger agreement and against any alternative proposal.

The fact that the merger is not subject to approval by Waste Management’s stockholders.

The fact that the merger agreement requires Waste Management to use its reasonable best efforts to take actions necessary to satisfy the regulatory conditions set forth in the merger agreement, and includes a commitment by Waste Management to obtain applicable consents and approvals under antitrust laws and assume the risks related to certain conditions and requirements that may be imposed by regulators in connection with securing such consents and approvals up to specified thresholds and limitations, as more fully described in the section entitled “ The Merger Agreement—Efforts to Complete the Merger; Regulatory Approvals ” beginning on page 80 of this proxy statement.

Terms of the Merger Agreement

The Board considered all of the terms and conditions of the merger agreement, including the representations, warranties, covenants and agreements of the parties, the conditions to closing, the form of the merger consideration and the termination rights, including:

that the terms of the merger agreement were the products of arms’-length negotiations among sophisticated parties and their respective legal and financial advisors, as more fully described in “ The Merger (Proposal 1)—Background of the Merger ” beginning on page 35 of this proxy statement;

that the “fiduciary out” provisions, subject to Advanced Disposal’s compliance with the terms and conditions of the merger agreement, give the Board the ability to furnish information to, and engage in negotiations with, third parties that have made a bona fide unsolicited proposal that is a superior proposal or could reasonably be expected to lead to a superior proposal, and, upon payment of the Company termination fee and compliance with the other terms and conditions of the merger agreement, terminate the merger agreement in order to enter into an agreement with respect to a superior proposal (as more fully described in the section entitled “ The Merger Agreement—Other Covenants and Agreements—No Solicitation; Acquisition Proposals ” beginning on page 78 of this proxy statement);

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    that the Board has the ability in certain circumstances, and subject to certain conditions, to change, qualify, withdraw or modify its recommendation that the Advanced Disposal stockholders vote to adopt the merger agreement (as more fully described in the section entitled “ The Merger Agreement—Other Covenants and Agreements—The Advanced Disposal Board Recommendation; Change of Recommendation; Fiduciary Exception ” beginning on page 78 of this proxy statement;

    the availability of appraisal rights for the holders of Advanced Disposal common stock who do not vote in favor of the merger and otherwise properly exercise their appraisal rights under the DGCL;

    the fact that, if the merger agreement is terminated by Advanced Disposal due to a nonappealable court order or legal restraint has been issued prohibiting the merger due to antitrust reasons or the failure of the merger to be consummated by the end date, and at such time, antitrust approval under the HSR Act has not been obtained, Waste Management will be required to pay Advanced Disposal the Waste Management termination fee if certain specified conditions are met;

    the fact that, subject to certain customary limitations, Advanced Disposal will have sufficient operating flexibility for it to conduct its business in the ordinary course consistent with past practice during the pre-closing period;

    the fact that the conditions to the closing are specific and limited in scope;

    the fact that a vote of Advanced Disposal stockholders is required under the DGCL to adopt the merger agreement; and

    that the remedies of specific performance and monetary damages are available to Advanced Disposal under the merger agreement as more fully described in the section entitled “ The Merger Agreement—Limitations on Remedies; Specific Performance ” beginning on page 89 of this proxy statement.

In addition to the factors above, the Board identified and considered a variety of risks and potentially negative factors concerning the merger, including:

the possibility that the merger might not be consummated, and the risks and costs to Advanced Disposal in such event, including the diversion of management and employee attention and the potential disruptive effect on business and customer relationships, vendor relationships, stock price and ability to attract and retain key management personnel and employees;

the possibility that completion of the merger might be delayed or subject to adverse conditions that may be imposed by governmental authorities that are not within Advanced Disposal’s control, that the required governmental approvals may not be obtained at all, and the period of time Advanced Disposal may be subject to the merger agreement without assurance that the merger will be completed;

the fact that upon termination of the merger agreement under specified circumstances, Advanced Disposal may be required to pay Waste Management the Company termination fee or reimburse Waste Management’s expenses of up to $15,000,000 and that this termination fee may discourage other parties that may otherwise have an interest in a business combination with, or an acquisition of Advanced Disposal;

the significant costs involved in connection with completing the merger, the substantial management time and effort required to complete the merger, and the related disruption to Advanced Disposal’s operations;

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the limitations imposed on the solicitation or consideration by Advanced Disposal of alternative transactions prior to the completion of the Special Meeting and the other terms and conditions of the merger agreement;

that the Board is required to submit the merger to the vote of the Advanced Disposal stockholders at the Special Meeting even if the Board has made a change of recommendation, unless the merger agreement is terminated;

the interests that certain Advanced Disposal executive officers and directors may have with respect to the merger in addition to their interests as Advanced Disposal stockholders as described in “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement; and

that the gain likely to be realized by Advanced Disposal stockholders as a result of the merger generally will be taxable to such stockholders for U.S. federal income tax purposes if they are not otherwise exempt from the payment of such taxes (as more fully described in “ The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 63 of this proxy statement.

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but rather includes the principal material information, factors and analyses considered by the Board in reaching its conclusions and recommendation in relation to the merger agreement and the transactions. The Board evaluated the various factors listed above in light of its knowledge of the business, financial condition and prospects of Advanced Disposal, in consultation with Advanced Disposal’s senior management and outside legal and financial advisors. The Board did not provide a specific assessment of, quantify or otherwise assign any relative weights to, the factors considered in determining its recommendation. Instead, the Board conducted an overall analysis of the factors and reasons described above and determined in its business judgment that, in the aggregate, the potential benefits of the merger to the stockholders of Advanced Disposal outweighed the risks or potential negative consequences. Individual members of the Board may have given different weight to different factors. In addition, in arriving at its recommendation, the directors of Advanced Disposal were aware of the interests of certain officers and directors of Advanced Disposal as described in “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement.

Opinion of Financial Advisor

UBS was retained as financial advisor to the Board in connection with the merger. As part of that engagement, the Board requested that UBS render an opinion, as to the fairness, from a financial point of view, to the Advanced Disposal stockholders (other than holders of excluded shares) of the merger consideration to be received by such stockholders in the merger. On April 14, 2019, at a meeting of the Board held to evaluate the proposed merger, UBS delivered to the Board an oral opinion, confirmed by delivery of a written opinion, dated April 14, 2019, to the effect that, as of that date and based on and subject to various procedures, assumptions and matters considered and the qualifications and limitations described in its opinion, the merger consideration to be received by the Advanced Disposal stockholders (other than the holders of excluded shares) in the merger was fair, from a financial point of view, to such stockholders.

The full text of UBS’s opinion describes the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by UBS. UBS’s opinion is attached as Annex C to this proxy statement and is incorporated by reference herein. UBS’s opinion was provided for the benefit of the Board (in its capacity as such) in connection with, and for the purpose of, its evaluation of the fairness, from a financial point of view, of the merger consideration to be received by the Advanced Disposal

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stockholders (other than the holders of excluded shares) in the merger, and does not address any other aspect of the merger or any related transaction. UBS’s opinion does not address the relative merits of the merger or any related transaction as compared to other business strategies or transactions that might be available to Advanced Disposal or Advanced Disposal’s underlying business decision to effect the merger or any related transaction. UBS’s opinion does not constitute a recommendation to any Advanced Disposal stockholder as to how such stockholder should vote or act with respect to the merger or any related transaction. The following summary of UBS’s opinion is qualified in its entirety by reference to the full text of UBS’s opinion.

In arriving at its opinion, UBS, among other things:

reviewed certain publicly available business and financial information relating to Advanced Disposal and Waste Management;

reviewed certain internal financial information and other data relating to the business and financial prospects of Advanced Disposal that were not publicly available, including the projections (as defined in the section entitled “ The Merger (Proposal 1)—Projected Financial Information ” beginning on page 52 of this proxy statement) that the Board directed UBS to utilize for purposes of its analysis;

conducted discussions with members of the senior management of Advanced Disposal concerning the businesses and financial prospects of Advanced Disposal;

performed a discounted cash flow analysis of Advanced Disposal in which UBS analyzed the future cash flows of Advanced Disposal using the projections;

reviewed publicly available financial and stock market data with respect to certain other companies UBS believed to be generally relevant;

compared the financial terms of the merger with the publicly available financial terms of certain other transactions that UBS believed to be generally relevant;

reviewed current and historical market prices of Advanced Disposal common stock;

reviewed a draft, dated April 14, 2019, of the merger agreement; and

conducted such other financial studies, analyses and investigations, and considered such other information, as UBS deemed necessary or appropriate.

In connection with its review, with the consent of the Board, UBS assumed and relied upon, without independent verification, the accuracy and completeness in all material respects of the information provided to or reviewed by UBS for the purpose of its opinion. In addition, with the consent of the Board, UBS did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Advanced Disposal, nor was UBS furnished with any such evaluation or appraisal. With respect to the projections that UBS utilized for its analysis, UBS assumed at the direction of the Board, that they were reasonably prepared on a basis reflecting the best currently available estimates and judgements of the management of Advanced Disposal as to the future financial performance of Advanced Disposal. In addition, UBS assumed with the approval of the Board that the financial forecasts and estimates referred to above would be achieved at the times and in the amounts projected. UBS’s opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to UBS as of, the date of its opinion.

UBS’s opinion does not address the relative merits of the merger or any related transaction as compared to other business strategies or transactions that might be available to Advanced Disposal or Advanced Disposal’s underlying business decision to effect the merger or any related transaction. UBS’s opinion does not constitute a recommendation to any Advanced Disposal stockholder as to how such stockholder should vote or act with respect to the merger or any related transaction. At the direction of the Board, UBS was

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not asked to, nor did it, offer any opinion as to the terms, other than the merger consideration to the extent expressly specified in its opinion, of the merger agreement or any related documents or the form of the merger or any related transaction. In addition, UBS expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration. UBS expressed no opinion as to the price at which Advanced Disposal common stock will trade at any time. In rendering its opinion, UBS assumed, with the consent of the Board, that (i) the final executed form of the merger agreement would not differ in any material respect from the draft UBS reviewed dated April 14, 2019, (ii) the parties to the merger agreement would comply with all material terms of the merger agreement and (iii) the merger would be consummated in accordance with the terms of the merger agreement and in accordance with all applicable laws and other relevant documents or requirements without any adverse waiver or amendment of any material term or condition thereof. UBS also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on Advanced Disposal, Waste Management or the merger. The issuance of UBS’s opinion was approved by an authorized committee of UBS.

In connection with rendering its opinion to the Board, UBS performed a variety of financial and comparative analyses, which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by UBS in connection with its opinion. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies analysis and the selected transactions analysis summarized below, no company or transaction used as a comparison was identical to Advanced Disposal, Waste Management or the merger. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

UBS believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, creates a misleading or incomplete view of the processes underlying UBS’s analyses and opinion. UBS did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of analyses undertaken by it and assessed as a whole.

The projections in or underlying UBS’s analyses are not necessarily indicative of actual future results or values, which may be significantly more or less favorable than those estimates. In performing these analyses, UBS considered industry performance, general business and economic conditions and other matters, many of which were beyond Advanced Disposal’s control. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold or acquired.

The merger consideration was determined through negotiations between Advanced Disposal and Waste Management and their respective representatives and the decision by the Board to recommend that Advanced Disposal enter into the merger was solely that of the Board, and the decision by Advanced Disposal to enter into the merger was solely that of the Board. UBS’s opinion and financial analyses were only one of many factors considered by the Board in its evaluation of the merger and should not be viewed as determinative of the views of the Board or the management of Advanced Disposal with respect to the merger or the merger consideration to be received by the Advanced Disposal stockholders (other than the holders of excluded shares) in the merger.

The following is a brief summary of the material financial analyses performed by UBS and reviewed with the Board on April 14, 2019 in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order for UBS’s financial analyses to be fully

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understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of UBS’s financial analyses.

Trading Statistics for Selected Public Companies Analysis

UBS compared selected financial and stock market data of Advanced Disposal with corresponding data of certain publicly traded companies whose primary business is municipal solid waste collection and disposal in the United States and Canada (collectively referred to as the selected companies):

Waste Management;

Republic Services, Inc. (which we refer to as “ Republic ”);

Waste Connections, Inc. (which we refer to as “ Waste Connections ”); and

Casella Waste Systems, Inc. (which we refer to as “ Casella ”).

Although none of the selected companies is directly comparable to Advanced Disposal, the companies included were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered generally relevant to certain operations of Advanced Disposal.

UBS reviewed, among other things:

the enterprise values of each of the selected companies, calculated as equity market value based on closing stock prices on April 12, 2019, the last trading date prior to the delivery of UBS’s oral opinion, plus debt at book value, less cash and cash equivalents, plus minority interest at book value of each of the selected companies, as a multiple of earnings before taxes, interest and depreciation (after stock-based compensation and before landfill retirement accretion and certain non-recurring items based on prevalent treatment by selected public companies, where available) (which we refer to as “ Market Adjusted EBITDA ”) as projected and estimated with respect to calendar year 2019 (which we refer to as “ 2019E Market Adjusted EBITDA ”) for such selected company (which we refer to as “ EV/2019E Market Adjusted EBITDA ”); and

the equity market value calculated based on closing stock prices on April 12, 2019, the last trading price date prior to the delivery of UBS’s oral opinion, of each of the selected companies as a multiple of projected, estimated calendar year 2019 free cash flow (which we refer to as “ 2019E FCF ”), defined as cash flow from operations minus capital expenditures, of such selected company (which we refer to as “ P/2019E FCF ”)

Financial data for the selected companies were based on FactSet data, public filings and other publicly available information, as well as analyst research. Financial data for Advanced Disposal was based on public filings and the financial forecasts and estimates prepared by the management of Advanced Disposal that the Board directed UBS to utilize for purposes of its analyses. This analysis indicated the following implied multiples for the selected companies, as compared to corresponding multiples implied for Advanced Disposal.

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The following table presents the results of this analysis of the selected companies:

 
  EV/2019E
Market Adjusted
EBITDA

  P/2019E FCF
Waste Management   11.9x   21.4x
Republic   11.4x   22.1x
Waste Connections   15.9x   24.3x
Casella   13.0x   34.9x
         
Mean   13.0x   25.7x
Median   12.4x   23.2x
         
Implied for Advanced Disposal at closing share price on April 12, 2019   10.0x   16.6x
Implied for Advanced Disposal at $33.15 offer price   11.3x   20.5x

Using its experience and professional judgment, UBS made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Advanced Disposal and the selected companies and selected a reference range for EV/2019E Market Adjusted EBITDA of 10.0x – 11.5x and for P/2019E FCF of 17.5x – 22.0x and applied such ranges to Advanced Disposal’s 2019E Market Adjusted EBITDA of $437 million and Advanced Disposal’s 2019E FCF of $148 million, as provided by the management of Advanced Disposal, to derive a range of implied consideration per share for Advanced Disposal of approximately $27 to $34 and $29 to $36 respectively, as compared to the $33.15 offer price.

Precedent Transactions Analysis

UBS also analyzed certain publicly available information related to United States and Canadian publicly disclosed transactions with enterprise values over $250 million since 2008 with municipal solid waste collection and disposal being the target’s primary line of business.

With respect to this group of transactions, which is listed below, UBS calculated and compared the target company’s enterprise value (which we refer to as “ EV/LTM Market Adjusted EBITDA ”), based on public disclosure related to the transaction, as a multiple of last twelve months Market Adjusted EBITDA (which we refer to as “ LTM Market Adjusted EBITDA ”).

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The following table presents the results of this analysis of the precedent transactions:

Precedent Transactions

Announcement Date   Buyer   Target   EV/LTM Market
Adjusted EBITDA
October 2018   GFL Environmental, Inc.   Waste Industries, Inc.   13.1x
April 2018   BC Partners & Ontario Teachers   GFL Environmental, Inc.   12.9x
January 2016   Waste Connections   Progressive Waste   10.1x
October 2015   GFL Environmental, Inc.   Transforce’s Waste Management System (segment)   10.8x
October 2014   Waste Management   Deffenbaugh Disposal, Inc.   8.0x
July 2012   Star Atlantic Waste Holdings LP   Veolia ES Solid Waste, Inc.   8.0x
December 2011   Macquarie Infrastructure Partners II   WCA Waste Corporation   9.1x
November 2009   IESI-BFC Ltd.   Waste Services, Inc.   7.6x
June 2008   Republic   Allied Waste Industries, Inc.   7.8x
             
Mean           9.7x
Median           9.1x
Implied for Advanced Disposal based on $33.15 offer price   11.8x

None of the precedent transactions or companies that participated in the precedent transactions are directly comparable to the merger, Advanced Disposal or Waste Management. Each of the target companies in the precedent transactions was involved in the municipal solid waste collection and disposal industry and the selected transactions are all of the transactions since 2008 that, in UBS’s professional judgment, involved target companies with operations that, for the purposes of UBS’s analyses, may be considered generally relevant to certain operating characteristics of Advanced Disposal.

With respect to the precedent transactions and based on the results of the foregoing calculations and UBS’s analyses of the various transactions and its professional judgment, UBS applied a reference range of enterprise value to Market Adjusted EBITDA multiples of 9.5x – 12.0x to Advanced Disposal’s actual 2018 Market Adjusted EBITDA of $416 million, as provided by Advanced Disposal’s public filings and management, to derive a range of implied per share consideration for the Company of approximately $23 to $34, as compared to the $33.15 offer price.

Discounted Cash Flow Analysis

UBS performed discounted cash flow analyses utilizing financial forecasts and estimates prepared by the management of Advanced Disposal (as more fully described in the section entitled “ The Merger (Proposal 1)—Projected Financial Information ” beginning on page 52 of this proxy statement). UBS calculated ranges of implied present values (as of January 1, 2019) of the standalone, unlevered, free cash flows that Advanced Disposal was forecasted to generate from January 1, 2019 through December 31, 2023 and of terminal values for Advanced Disposal. Implied terminal values were derived by applying to the projection of Advanced Disposal’s 2023 estimated Market Adjusted EBITDA a range of estimated terminal last twelve months Market Adjusted EBITDA multiples of 9.5x to 11.5x, which range was selected based on current and historical trading Market Adjusted EBITDA multiples of Advanced Disposal and

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certain of the selected companies. Implied present values of cash flows and terminal values were calculated using discount rates ranging from 8% to 9%, reflecting estimates of Advanced Disposal’s weighted average cost of capital. The discounted cash flow analyses resulted in a range of implied equity values of approximately $25 to $35 per share for Advanced Disposal, as compared to the $33.15 offer price.

Public Research Analyst Targets and Trading History Analysis

UBS also reviewed publicly available research analyst price targets for Advanced Disposal and the 52-week trading range of Advanced Disposal common stock and determined that (i) over the 52 weeks ended April 12, 2019, Advanced Disposal common stock has traded within a range of approximately $22 to $28 per share and (ii) that, as of April 12, 2019, publicly available research analysts covering Advanced Disposal had a set of price targets ranging from $26 to $33 per share, as compared to the $33.15 offer price.

Miscellaneous

Under the terms of UBS’s engagement, Advanced Disposal agreed to pay UBS an aggregate fee of $24.85 million for its financial advisory services in connection with the merger, of which $2.5 million was payable upon the delivery of the opinion (which amount is required to be deducted from any fee paid in connection with the consummation of the merger), and the remaining $22.35 million is payable contingent upon consummation of the merger. If the merger is terminated and Advanced Disposal receives from Waste Management a termination fee, UBS is entitled to a fee of up to 10% of such termination fee, not to exceed $3.5 million. In addition, Advanced Disposal agreed to reimburse UBS for its reasonable expenses, including fees, disbursements and other charges of counsel, and indemnify UBS and related parties against liabilities, including liabilities under federal securities laws, relating to, or arising out of, its engagement. In the past, UBS and its affiliates have provided investment banking, commercial banking and other financial services to Advanced Disposal, and CPPIB unrelated to the merger, for which UBS and its affiliates have received or will receive compensation, including in the past four years having acted as (a) co-underwriter to Advanced Disposal in connection with an underwritten secondary offering of Advanced Disposal common stock in May 2018 and (b) co-lead joint book-running manager to Advanced Disposal in connection with a secondary public offering of Advanced Disposal common stock in May 2017. In the past four years, UBS received (i) less than $8 million in fees from Advanced Disposal and (ii) no fees from Waste Management. In the ordinary course of business, UBS, its affiliates and its and their respective employees may hold or trade, for their own accounts and the accounts of their customers loans, debt and/or equity securities of Advanced Disposal and Waste Management, and accordingly, may at any time hold a long or short position in such securities.

The Board selected UBS as its financial advisor in connection with the merger because UBS is an internationally recognized investment-banking firm with substantial experience in similar transactions. UBS is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

Projected Financial Information

Advanced Disposal does not, on a routine basis, publicly disclose long-term projections as to future financial performance due to, among other reasons, the unpredictability of the underlying assumptions and estimates, though Advanced Disposal has in the past provided investors with full-fiscal year financial guidance on certain financial metrics, including total revenue, adjusted EBITDA and adjusted free cash flow, which are updated when necessary during the relevant fiscal year. However, in connection with the evaluation of the proposed merger, Advanced Disposal’s senior management shared certain non-public, unaudited prospective financial information prepared by it for strategic planning purposes with the Board, Waste Management and UBS, for the fiscal year ending December 31, 2019 and the four (4) following fiscal years ending December 31, 2023 (which we refer to as the “ projections ”).

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The projections were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available to the Board, Waste Management and UBS as described above. The projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (which we refer to as “ GAAP ”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, Advanced Disposal’s senior management, and is subjective in many respects. The projections were, in the view of Advanced Disposal’s senior management, prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of senior management’s knowledge and belief, the expected course of action and the expected future financial performance of Advanced Disposal on a standalone basis, subject to the assumptions and limitations described in this section. Furthermore, neither Advanced Disposal’s independent auditors nor any other independent accountants have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, assume no responsibility for, and express no opinion or other form of assurance on, such information or its achievability.

The projections are forward-looking statements. Although summaries of the projections are presented with numerical specificity, the projections reflect numerous assumptions and estimates as to future events made by Advanced Disposal’s senior management, which it believes were reasonable at the time the projections were prepared, taking into account the relevant information available to management at such time. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results. Important factors may affect actual results and cause the forecasts not to be achieved. These factors include general economic conditions, accuracy of certain accounting assumptions, timing of business investments by Advanced Disposal, changes in actual or projected cash flows, competitive pressures, changes in tax or other laws or regulations, and the other factors described in the section entitled “ Forward-Looking Statements ” beginning on page 26 of this proxy statement, the “Risk Factors” section in our 2018 Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and the information referenced in the section entitled “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement. Generally, the further out the period to which the projections relate, the less predictable and more unreliable the information becomes. In addition, the projections do not take into account any circumstances or events occurring after the date that the projections were prepared. Furthermore, the projections were prepared on a standalone basis without giving effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, including the expenses payable pursuant to the merger agreement, the potential synergies that may be achieved as a result of the merger, or the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement. As a result, there can be no assurance that the projections will be realized, and actual results may be materially better or worse than those contained in the projections. The inclusion of this information in the proxy statement should not be regarded as an indication that Advanced Disposal’s senior management, the Board, UBS, Waste Management or any other recipient of this information considered, or now considers, the projections to be material information of Advanced Disposal, or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such. The summary of the projections is not included in this proxy statement in order to induce any stockholder to vote for the proposal to adopt the merger agreement or any of the other proposals to be voted on at the Special Meeting or to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to the shares of Advanced Disposal common stock.

The projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Advanced Disposal contained in Advanced Disposal’s public filings with the

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SEC. The projections were reviewed by Advanced Disposal’s senior management with, and considered by, the Board in connection with its evaluation and approval of the merger and were relied upon by UBS for purposes of its financial analyses and opinion, as described more fully in the sections entitled “ The Merger (Proposal 1)—Recommendation of the Board and Reasons for Recommendation ” beginning on page 41 of this proxy statement and “ The Merger (Proposal 1)—Opinion of Financial Advisor ” beginning on page 46 of this proxy statement.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility to update or otherwise revise the forecasts to reflect circumstances existing after the date when we prepared the projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the projections are shown to be in error. We can give no assurance that, had our projections been prepared either as of the date of the merger agreement or as of the date of this proxy statement, similar estimates and assumptions would be used. Neither Advanced Disposal nor any of its affiliates, directors, officers, advisors or other representatives has made or makes any representation to any of our stockholders or any other person regarding the ultimate performance of Advanced Disposal compared to the information contained in our projections or that our projections will be achieved.

In light of the foregoing factors and the uncertainties inherent in the projections and considering that the Special Meeting will be held several months after the projections were prepared, stockholders are cautioned not to rely on the projections included in this proxy statement.

Certain of the measures included in the projections may be considered non-GAAP financial measures, as noted below. These non-GAAP financial measures are useful to investors and management in understanding current profitability levels and liquidity that may serve as a basis for evaluating future performance and facilitating comparability of results. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Advanced Disposal may not be comparable to similarly titled amounts used by other companies. The non-GAAP financial measures used in the forecasts were relied upon by UBS for purposes of its respective financial analyses and opinion and by the Board in connection with its consideration of the merger. Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure.

Summary of the Projections

The following is a summary of the projections prepared by senior management of Advanced Disposal and provided to its Board, UBS and Waste Management prior to the execution of the merger agreement:

($ in millions)

  2019   2020   2021   2022   2023

Revenue

  1,615.1   1,673.7   1,734.0   1,796.8   1,860.4

Adjusted EBITDA (1)

  446.7   475.7   499.5   524.3   546.7

Cash Flow from Operations less Adjusted Capital Expenditures (2)

  148.0   157.6   172.9   189.5   198.5
(1)
EBITDA is net (loss) income from continuing operations adjusted for interest, taxes, depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude non-cash and non-recurring items, as well as other adjustments permitted in calculating covenant compliance under the agreements governing Advanced Disposal’s outstanding debt securities and credit facilities. Advanced Disposal excludes acquisition and development costs and stock-based compensation in its calculation of adjusted EBITDA. Advanced Disposal believes adjusted EBITDA is useful to

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    evaluate performance because it eliminates the effect of financing, income taxes and the accounting effects of capital spending, as well as certain items that are not indicative of Advanced Disposal’s performance on an ongoing basis.

(2)
Reflects net cash provided by operating activities less adjusted capital expenditures (purchases of property and equipment, excluding expenditures for significant new municipal contracts and significant purchases of land for future landfill airspace and landfill construction and development), net of proceeds from the sale of property and equipment. Advanced Disposal believes such metric is useful because it provides a meaningful measure of Advanced Disposal’s operational strength and performance of our businesses by eliminating the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses.

Interests of Advanced Disposal Directors and Executive Officers in the Merger

In considering the recommendation by the Board that Advanced Disposal stockholders vote to adopt the merger agreement, stockholders should be aware that the directors and executive officers of Advanced Disposal have certain interests in the transactions that may be different from, or in addition to, the interests of Advanced Disposal stockholders generally. The members of the Board were aware of these interests in evaluating the merger agreement and the transactions and in recommending that Advanced Disposal stockholders adopt the merger agreement. These interests may present such directors and executive officers with actual or potential conflicts of interest and these interests are described in this section and the section entitled “ Advisory Vote on Specified Compensation (Proposal 2)—Golden Parachute Compensation ” beginning on page 91 of this proxy statement.

Bret Budenbender and Jared Parker resigned from their positions as directors of Advanced Disposal, effective May 1, 2018, in connection with Star Atlantic Waste Holdings, L.P.’s sale of its shares of Advanced Disposal common stock in March 2018. Michael Koen is a current nonemployee director nominated by CPPIB. To Advanced Disposal’s knowledge, none of Messrs. Budenbender, Parker or Koen hold shares of Advanced Disposal common stock or Advanced Disposal equity awards or are entitled to payments in connection with the transactions contemplated by the merger agreement. The interests of the other persons who are or have been since January 1, 2018, directors or executive officers of Advanced Disposal are discussed below.

For the numerical disclosure in this section of the proxy statement, we have assumed a closing date of December 31, 2019. December 31, 2019 is an illustrative date used solely for purposes of this specified disclosure and is not intended to indicate that the closing will or will not occur on such date. This description and the tables below assume that Advanced Disposal grants no new Advanced Disposal equity awards prior to the closing to Advanced Disposal’s directors or executive officers.

Treatment of Advanced Disposal Equity Awards

Treatment of Advanced Disposal Stock Options

The merger agreement provides that at the effective time, each Advanced Disposal stock option that is outstanding immediately prior to the effective time and that has an exercise price per share that is less than $33.15, whether or not vested, will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the excess of $33.15 over the per-share exercise price of such Advanced Disposal stock option and (ii) the number of shares issuable upon exercise of such Advanced Disposal stock option. Each Advanced Disposal stock option with an exercise price equal to or greater than $33.15 will be cancelled as of the effective time without payment of any consideration and will have no further force or effect.

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The following table shows, with respect to each individual who served as a director or an executive officer of Advanced Disposal at any point in time on or following January 1, 2018 and who, as of the close of business on April 14, 2019, held Advanced Disposal stock options with a per-share exercise price less than $33.15, (i) the number of shares of Advanced Disposal common stock underlying each Advanced Disposal stock option that is held as of April 14, 2019 and is scheduled to be vested as of December 31, 2019, (ii) the expected value of such Advanced Disposal stock options as of the effective time, (iii) the number of shares of Advanced Disposal common stock underlying each Advanced Disposal stock option that is held as of April 14, 2019 and is scheduled to be unvested as of December 31, 2019, (iv) the expected value of such Advanced Disposal stock options as of the effective time and (v) the total expected value of outstanding Advanced Disposal stock options as of the effective time.

Name
  Shares
Underlying
Vested
In-the-Money
Advanced
Disposal
Stock
Options
(#)
  Expected Value
of Vested
In-the-Money
Advanced
Disposal Stock
Options
($) (1)
  Shares
Underlying
Unvested
In-the-Money
Advanced
Disposal Stock
Options
(#) (2)
  Expected Value
of Unvested
In-the-Money
Advanced
Disposal Stock
Options
($) (1)(2)
  Total
Expected
Value of
In-the-Money
Advanced
Disposal Stock
Options
($) (1)

Executive Officers

                   

Richard Burke

  645,366   9,617,421   389,500   3,761,794   13,379,214

Steven Carn

  161,237   2,661,189   98,665   964,984   3,626,173

John Spegal

  217,046   3,155,929   92,993   905,798   4,061,728

Michael Slattery

  181,264   2,635,962   67,899   656,118   3,292,081

Melissa Westerman

      6,919   44,677   44,677

Matthew Gunnelson

  89,203   1,253,218   29,400   351,004   1,604,223
(1)
The value of the Advanced Disposal stock options shown in the table above is based on an illustrative closing date for the transactions of December 31, 2019 (solely for purposes of this specified disclosure) and the excess of the merger consideration of $33.15 over the applicable exercise price.

(2)
Amounts include shares underlying Advanced Disposal stock options that are scheduled to vest on June 24, 2019 and October 12, 2019.

Treatment of Performance Share Unit Awards

At the effective time, each performance share unit award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and will thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares equal to the greater of (x) the target number of shares with respect to such performance share unit award and (y) the number of shares that would be considered earned under the terms of such performance share unit award based on Advanced Disposal’s most recent fiscal year-end results preceding the year in which the effective time occurs multiplied by (ii) $33.15.

The following table shows, with respect to each individual who served as a director or an executive officer of Advanced Disposal at any point in time on or following January 1, 2018 and who, as of the close of business on April 14, 2019, held performance share unit awards: (i) the number of shares of Advanced Disposal common stock underlying performance share unit awards that are scheduled to be unvested as of December 31, 2019 (based on the theoretical achievement of performance metrics at the target value) and

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(ii) the total expected value of such performance share unit awards as of the effective time, based on a stock price of $33.15 per share.

Name
  Shares
Underlying
Unvested
Performance
Share
Unit Awards
(#) (1)
  Total Expected
Value of
Performance
Share
Unit Awards
($) (1)

Executive Officers

       

Richard Burke

  138,351   4,586,336

Steven Carn

  50,109   1,661,113

John Spegal

  47,368   1,570,249

Michael Slattery

  34,585   1,146,493

Melissa Westerman

  3,747   124,213

Matthew Gunnelson

  4,512   149,573
(1)
The value of the Advanced Disposal performance share unit awards shown in the table above is based on an illustrative closing date for the transactions of December 31, 2019 and achievement of performance metrics at the target value on the date of grant. The value reported does not include the value of performance share unit awards that are scheduled to vest and settle on June 24, 2019. Had those performance share unit awards been included in this table, they would have increased the total expected value of performance share unit awards by the following amounts: Mr. Burke, $955,018; Mr. Carn, $289,333; Mr. Spegal, $325,699; and Mr. Slattery, $252,968.

Treatment of Restricted Share Unit Awards

At the effective time, each restricted share unit award that is outstanding as of immediately prior to the effective time will become fully vested as of the effective time and will be cancelled as of the effective time and converted into a right to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) $33.15 and (ii) the aggregate number of shares subject to such restricted share unit award.

The following table shows, with respect to each individual who served as a director or an executive officer of Advanced Disposal at any point in time on or following January 1, 2018 and who, as of the close of business on April 14, 2019, held restricted share unit awards: (i) the number of shares of Advanced Disposal common stock underlying unvested restricted share unit awards and (ii) the total expected value of such restricted share unit awards as of the effective time, based on a stock price of $33.15 per share.

Name
  Shares
Underlying
Unvested
Restricted Share
Unit Awards
(#) (1)
  Total Expected
Value of
Restricted Share Unit
Awards
($) (1)

Executive Officers

       

Richard Burke

  69,175   2,293,151

Steven Carn

  70,180   2,326,467

John Spegal

  23,683   785,091

Michael Slattery

  17,292   573,230

Melissa Westerman

  1,873   62,090

Matthew Gunnelson

  2,256   74,786
(1)
The value of the Advanced Disposal restricted share unit awards shown in the table above is based on an illustrative closing date for the transactions of December 31, 2019. The value reported does not include the value of restricted share unit awards that are scheduled to vest on October 12, 2019.

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Treatment of Restricted Share Awards

At the effective time, each restricted share award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share award and (ii) $33.15. The following table shows, with respect to each individual who served as a director or an executive officer of Advanced Disposal at any point in time on or following January 1, 2018 and who, as of the close of business on April 14, 2019, held restricted share awards: (i) the number of restricted share awards that are scheduled to be unvested as of December 31, 2019 and (ii) the total expected value of such restricted share awards as of the effective time, based on a stock price of $33.15 per share. Based on an assumed closing date of December 31, 2019, none of the executive officers will hold outstanding restricted share awards, as all unvested restricted share awards held by named executive officers are scheduled to vest on June 24, 2019.

Name
  Shares
Underlying
Unvested
Restricted
Share Awards
(#) (1)
  Total Expected Value of
Restricted Share Awards
($)
(1)

Non-Employee Directors (1)

       

E. Renae Conley

  12,366   409,933

Tanuja Dehne

  12,366   409,933

Michael Hoffman

  12,696   420,872

Ernest Mrozek

  8,260   273,819

B. Clyde Preslar

  12,805   424,486
(1)
The restricted share awards shown in this table are unvested. The number of unvested restricted share awards and the expected value of the restricted share awards shown in the table above is based on an illustrative closing date for the transactions of December 31, 2019. The value reported does not include the value of restricted share awards that are scheduled to vest on October 12, 2019.

Quantification of Holdings and Equity Compensation Awards

The following table shows, with respect to each individual who served as a director or an executive officer of Advanced Disposal at any point in time on or following January 1, 2018 and who, as of the close of business on April 14, 2019, held shares of Advanced Disposal common stock: (i) the number of shares of Advanced Disposal common stock and (ii) the total expected value of such Advanced Disposal common

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stock as of the effective time, based on a stock price of $33.15 per share. Based on an assumed closing date of December 31, 2019, the following table includes all shares held as of the assumed closing date.

Name
  Shares
Directly Held
(#)
(1)
  Total Expected Value of
Shares Directly Held
($)
(1)

Directors

       

Tanuja Dehne

  1,000   33,150

Ernest Mrozek

  4,500   149,175

B. Clyde Preslar

  5,556   184,181

Executive Officers

       

Richard Burke

  218,443   7,241,385

Steven Carn

  66,301   2,197,878

John Spegal

  67,363   2,233,083

Michael Slattery

  56,334   1,867,472
    (1)
    Amounts reflected in this table include direct holdings, restricted shares that are scheduled to vest on June 24, 2019 and the number of shares underlying performance share unit awards and restricted share unit awards that are scheduled to vest on June 24, 2019 and October 12, 2019.

See the section entitled “ Advisory Vote on Specified Compensation (Proposal 2) ” beginning on page 91 of this proxy statement for information regarding unvested equity compensation awards for the named executive officers in accordance with Item 402(t) of the SEC’s Regulation S-K based on the assumptions described in such section, including the assumption that the effective time occurs on December 31, 2019, and that the price per share of Advanced Disposal common stock is equal to $33.15.

Guaranteed Bonuses

In accordance with the merger agreement, Advanced Disposal may establish bonus plans and grant and pay annual bonus awards for 2019 and 2020 in the ordinary course and consistent with past practice. In order to reward and incentivize employees to remain employed by Advanced Disposal through the closing, bonus-eligible employees may be guaranteed a cash bonus amount for each of 2019 and 2020 that is at least equal to such employee’s 2019 target annual bonus, meaning that bonus-eligible employees will receive their ordinary course bonus, if it is in excess of the bonus guarantee amount, but in any event will receive at least the bonus guarantee amount for both 2019 and 2020 if they remain employed through the closing.

Advanced Disposal may pay bonuses, including guaranteed bonuses, with respect to 2019 on or after December 1, 2019, or earlier if the closing occurs in 2019. Advanced Disposal may pay bonuses, including guaranteed bonuses, with respect to 2020 on or after December 1, 2020, provided that in certain circumstances, Advanced Disposal may pay bonuses with respect to 2020 prior to the closing. If the closing occurs prior to the payment of 2019 bonuses, Waste Management will cause bonus-eligible employees who are employed by Advanced Disposal prior to the closing to receive a bonus in an amount no less than the greater of the employee’s 2019 target annual bonus or as accrued by the Advanced Disposal on the closing date. 2019 bonuses will be paid prior to March 15, 2020. If the closing occurs prior to the payment of 2020 bonuses, Waste Management will cause bonus-eligible employees who are employed by Advanced Disposal prior to the closing to receive a bonus in an amount no less than the employee’s 2019 target annual bonus. 2020 bonuses will be paid on the earliest of (i) the date on which annual bonuses would be paid by Advanced Disposal in the ordinary course of business consistent with past practice, (ii) the one-year anniversary of the closing date, and (iii) an involuntary separation from service of the employee without cause or by the employee with “good reason,” as defined in the employee’s employment agreement. Employees without employment agreements who resign because they refuse to relocate more than 50 miles to a new principal place of business will also be entitled to a bonus. The following table

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shows for individuals who served as an executive officer of Advanced Disposal at any point in time on or following January 1, 2018, the value of the 2019 and 2020 cash incentive bonuses that would be payable, assuming each executive officer remains employed in good standing on the day immediately prior to the closing date. The below table assumes that all bonuses will be paid out at the 2019 target amount.

Name
  2019
Guaranteed
Annual Bonus ($)
  2020 Guaranteed
Annual Bonus ($)
  Total Guaranteed
Annual Bonuses ($)

Richard Burke

  1,080,000   1,080,000   2,160,000

Steven Carn

  462,000   462,000   924,000

John Spegal

  450,000   450,000   900,000

Michael Slattery

  308,000   308,000   616,000

Melissa Westerman

  144,000   144,000   288,000

Matthew Gunnelson

  96,900   96,900   193,800

Employment Agreements

Executive Officer Employment Agreements

Advanced Disposal is party to an employment agreement with each of its executive officers. Each of these employment agreements provides for an initial three-year term that will automatically be extended for successive one-year periods thereafter unless either Advanced Disposal or the employee gives a contrary written notice to the other at least 60 days prior to the end of the applicable term.

Pursuant to each employment agreement, the executive officers have agreed to certain non-competition, non-solicitation and employee non-interference covenants during employment and for two years following termination of employment for any reason, as well as perpetual confidentiality covenants. All severance benefits are subject to the execution and non-revocation of a general release.

Each employment agreement provides for severance benefits payable to the executive officer in connection with a termination without “cause” or resignation for “good reason” or termination by Advanced Disposal in connection with or within two years following a change in control. Under each employment agreement (except for Mr. Gunnelson’s, which is described separately below), severance will be payable in an amount equal to: (1) two times annual base salary then in effect, payable in 24 equal monthly installments; (2) a prorata portion of bonus for the year in which termination occurs as earned through the termination date; (3) two times bonus (calculated pursuant to the employment agreements), payable in 24 equal monthly installments; and (4) 24 months of the named executive officer’s monthly cost of COBRA coverage. In addition, Mr. Burke’s employment agreement provides that, with respect to a termination by Advanced Disposal in connection with or within two years following a change in control, severance will be payable in an amount equal to: (1) three times annual base salary then in effect, payable in 36 equal monthly installments; (2) a prorata portion of his bonus for the year in which termination occurs as earned through his termination date; (3) three times his bonus (calculated pursuant to his employment agreement), payable in 36 equal monthly installments; and (4) 36 months of his monthly cost of COBRA coverage. Mr. Burke is also entitled to an additional amount of $36,000, payable in 24 equal monthly installments. Mr. Spegal is entitled to an additional amount of $50,000 for relocation services, payable in a lump sum.

Under each employment agreement, “cause” means generally (i) the employee’s failure to comply with the published policies, standards, and regulations of Advanced Disposal, (ii) the employee’s commission of an act of fraud, dishonesty, or gross misconduct, including but not limited to intentional violations or intentional breaches of the restrictive covenants provided in the employment agreement, in the rendering of services to Advanced Disposal, (iii) the employee’s willful failure to diligently comply with the reasonable requests of the person(s) to whom the employee reports, (iv) a conviction or plea of nolo contendere to any felony substantively related to the employee’s duties, or commission of any act that

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damages the reputation or causes public embarrassment to Advanced Disposal, or (v) the employee’s willful failure to adequately perform the usual and customary duties of employment and/or those duties typically associated with the employee’s position.

Under each employment agreement, “good reason” means generally (i) a relocation of the principal place of business to a location that represents a material change (50 miles) in geographic location, or (ii) a material diminution in authority, duties, responsibilities, reporting position or compensation. Mr. Burke’s employment agreement also provides that a breach of his employment agreement constitutes “good reason.”

Mr. Gunnelson’s employment agreement provides for severance benefits payable in connection with a termination without “cause” or resignation for “good reason” (as each term is defined in his employment agreement, which, with respect to good reason, includes certain material changes to location, duties, authority, compensation and benefits) or termination by Advanced Disposal in connection with or within two years following a change in control. Under Mr. Gunnelson’s employment agreement, severance will be payable in an amount equal to: (1) two times annual base salary then in effect, payable in 24 equal monthly installments; (2) a prorata portion of bonus for the year in which termination occurs as earned through the termination date; and (3) two times bonus (calculated pursuant to the employment agreement), payable in 24 equal monthly installments.

Pursuant to the terms of each employment agreement, no employee is entitled to receive any tax gross-up for any excise tax imposed upon him or her under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (which we refer to as the “ Code ”). The Section 280G excise tax gross-up payment provision in Mr. Burke’s prior employment agreement expired in October 2018 and was not extended; as such, he is no longer entitled to this benefit. In the event that any payments or benefits paid or payable to an employee pursuant to an employment agreement or any other plan, program or arrangement maintained by Advanced Disposal would constitute a “parachute payment” within the meaning of Section 280G of the Code, such payments and benefits will be reduced to the extent reducing the payments and benefits would result in the employee retaining a greater net after tax amount.

In connection with guaranteed bonuses for 2019 and 2020 described above in the section entitled “ Guaranteed Bonuses ,” each executive officer who is employed on the day prior to the closing date will be entitled to receive a bonus for 2019 and 2020 that is no less than the executive officer’s 2019 target annual bonus. For employees, including the named executive officers, with employment agreements that provide severance benefits upon a termination for “cause” or resignation for “good reason” or termination by Advanced Disposal in connection with or within two years following a change in control, any such employee who would be entitled to receive a prorata annual bonus for the year of termination and otherwise would be entitled to receive a guaranteed annual bonus for 2019 and 2020 will receive such full annual bonus for the year of termination (instead of a pro-rated bonus), which will be no less than the 2019 target annual bonus.

The following table shows, as of the effective time, with respect to Advanced Disposal’s named executive officers (as identified in Advanced Disposal’s proxy statement on Schedule 14A filed with the SEC on April 3, 2019), the value of the severance that would be payable pursuant to the employment agreements, assuming a covered termination in connection with or within two years of the closing of a merger that

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occurs on December 31, 2019, including the full annual bonus payout for the year of termination in lieu of a pro rata annual bonus payment for the year of termination.

Name
  Severance Base
Salary ($)
  Severance
Annual Bonus
($) (1)
  Guaranteed 2019
Bonus (in Lieu of
Pro-Rated
Annual Bonus)
($) (1)
  Additional
Severance ($)
  Perquisites/
Benefits ($) (3)
  Total Expected
Severance ($)

Richard Burke

  2,700,000   3,240,000   1,080,000   36,000 (2)   58,503   7,114,503

Steven Carn

  924,000   924,000   462,000   -   39,002   2,349,002

John Spegal

  900,000   900,000   450,000   -   69,780 (4)   2,319,780

Michael Slattery

  770,000   616,000   308,000   -   39,002   1,733,002

Melissa Westerman

  480,000   288,000   144,000   -   26,085   938,085

Matthew Gunnelson

  387,600   193,800   96,900   -   11,003   689,303
    (1)
    Assumes annual bonuses for 2019 will all be paid at the 2019 target level. Amounts do not include the value of the 2020 guaranteed bonuses payable pursuant to the merger agreement upon termination in the following amounts: Mr. Burke, $1,080,000; Mr. Carn, $462,000; Mr. Spegal, $450,000; Mr. Slattery, $308,000; Ms. Westerman, $144,000; and Mr. Gunnelson, $96,900.
    (2)
    Paid in 24 equal monthly installments, pursuant to the terms of Mr. Burke’s employment agreement.
    (3)
    Represents amounts to be paid in respect of post-employment COBRA benefits following a covered termination pursuant to each executive officer’s employment agreement
    (4)
    Amount includes $50,000 relocation benefit for relocation services, payable in a single lump sum pursuant to Mr. Spegal’s employment agreement, which is to be paid net of taxes. As such, Mr. Spegal is entitled to a gross amount equal to $81,354.

280G Mitigation Actions

As described above, the employment agreements and the severance plan provide a limitation in the event the executive officer would be subject to excise taxes due to Sections 4999 and 280G of the Code (which we refer to as the “ 280G excise tax ”). Based on information available to date, certain executives may, absent any mitigating actions, be subject to the 280G excise tax.

Advanced Disposal will be permitted to implement reasonable measures in consultation with Waste Management to mitigate the adverse tax consequences of Sections 4999 and 280G of the Code for Advanced Disposal and “disqualified individuals” (as that term is defined in Section 280G of the Code). In addition, Advanced Disposal and Waste Management will in good faith consult with each other (and allow their respective outside accounting experts to consult with each other) and agree as promptly as practicable, and in any event prior to the effective time on methodologies, calculations and assumptions to be used for valuing noncompete arrangements for “disqualified individuals” in connection with assessing and mitigating the adverse tax consequences of Sections 4999 and 280G of the Code. Following the closing, Waste Management and the surviving company and its subsidiaries and affiliates will implement those methodologies, calculations and assumptions. Notwithstanding this paragraph, the Compensation Committee of the Board of Directors of Advanced Disposal has not yet approved any specific actions to mitigate the possible impact of Section 280G of the Code on Advanced Disposal and certain of the executives.

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Insurance and Indemnification of Directors and Executive Officers

See the section entitled “ The Merger Agreement—Other Covenants and Agreements—Directors’ and Officers’ Indemnification and Insurance ” beginning on page 80 of this proxy statement, for a summary of the obligations of the surviving company with respect to insurance indemnification of directors and executive officers after the effective time.

Compensation and Benefits-Related Arrangements with the Surviving Company

See the section entitled “ The Merger Agreement—Other Covenants and Agreements—Employee Matters ” beginning on page 83 of this proxy statement, for a summary of certain post-closing covenants related to compensation and employee benefit arrangements.

Financing

Waste Management has committed to have, at the closing, access to sufficient cash, available lines of credit or other sources of immediately available funds to enable Waste Management to consummate the transactions contemplated by the merger agreement, including payment of the aggregate merger consideration to the stockholders of Advanced Disposal and all other required payments payable in connection with the transactions contemplated by the merger agreement. Waste Management expects to finance the merger using a combination of bank debt and senior notes. The consummation of the merger is not conditioned upon Waste Management’s or Merger Sub’s receipt of financing.

Material U.S. Federal Income Tax Consequences of the Merger

General

The following summary discusses the material U.S. federal income tax consequences of the merger to holders of shares of Advanced Disposal common stock. This discussion is based on the Code, applicable Treasury regulations promulgated under the Code, administrative interpretations, judicial decisions and administrative rulings as in effect as of the date of this proxy statement, all of which may change, possibly with retroactive effect. This summary is for the general information of the holders of shares of Advanced Disposal common stock only and does not purport to be a complete analysis of all potential tax effects of the merger.

This discussion addresses only the consequences of the exchange of shares of Advanced Disposal common stock held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). It does not address all aspects of U.S. federal income taxation that may be important to an Advanced Disposal stockholder in light of the Advanced Disposal stockholder’s particular circumstances, or to an Advanced Disposal stockholder that is subject to special rules, such as:

a bank, insurance company, or other financial institution;

a tax-exempt organization;

a dealer or broker in securities or non-U.S. currencies;

a trader in securities who elects the mark-to-market method of accounting;

an individual subject to the alternative minimum tax provisions of the Code;

a mutual fund;

a U.S. expatriate or former citizen or long-term resident of the United States;

a foreign pension fund and its affiliates;

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a person whose functional currency is not the U.S. dollar;

a former citizen or former long-term resident of the United States;

a real estate investment trust or regulated investment company;

an Advanced Disposal stockholder that holds its shares of Advanced Disposal common stock through individual retirement or other tax-deferred accounts;

an Advanced Disposal stockholder that exercises appraisal rights;

an Advanced Disposal stockholder that holds shares of Advanced Disposal common stock as part of a hedge, appreciated financial position, straddle, or conversion or integrated transaction;

an Advanced Disposal stockholder that acquired shares of Advanced Disposal common stock through the exercise of compensatory options or stock purchase plans or otherwise as compensation; or

an Advanced Disposal stockholder that is required to accelerate the recognition of any item of gross income with respect to the merger as a result of such income being recognized on an applicable financial statement.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of Advanced Disposal common stock that is for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state therein or the District of Columbia;

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust (i) that is subject to the primary supervision of a court within the United States and all the substantial decisions of which are controlled by one or more U.S. persons or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A “non-U.S. holder” is a beneficial owner of shares of Advanced Disposal common stock that is neither a U.S. holder nor a partnership (nor an entity treated as a partnership) for U.S. federal income tax purposes.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Advanced Disposal common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A partner in a partnership holding shares of Advanced Disposal common stock should consult its tax advisors.

This discussion of the material U.S. federal income tax consequences of the merger is not a complete description of all potential U.S. federal income tax consequences of the merger. This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address any U.S. state or local or any non-U.S. tax consequences of the merger or the potential application of the Medicare contribution tax on net investment income. Accordingly, each Advanced Disposal stockholder should consult its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the merger.

U.S. Federal Income Tax Consequences to U.S. Holders

The receipt of the merger consideration by U.S. holders pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder will recognize taxable capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the merger plus the amount used to satisfy any applicable withholding

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taxes and (ii) such U.S. holder’s adjusted tax basis in its shares of Advanced Disposal common stock exchanged therefor. A U.S. holder’s adjusted tax basis in a particular share of Advanced Disposal common stock generally will equal the price the U.S. holder paid for such share of Advanced Disposal common stock.

If a U.S. holder’s holding period in the shares of Advanced Disposal common stock surrendered in the merger is greater than one year as of the date of the merger, the capital gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized in connection with the merger is subject to limitations under the Code. If a U.S. holder acquired different blocks of shares of Advanced Disposal common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of Advanced Disposal common stock that it holds.

U.S. Federal Income Tax Consequences to non-U.S. Holders

The receipt of the merger consideration by a non-U.S. holder pursuant to the merger will not be subject to U.S. federal income tax unless:

the gain, if any, recognized by the non-U.S. holder is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. holder’s permanent establishment in the United States);

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the merger and certain other conditions are met; or

the non-U.S. holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of Advanced Disposal common stock at any time during the five (5)-year period preceding the merger, and Advanced Disposal is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code for U.S. federal income tax purposes at any time during the shorter of the five (5)-year period preceding the merger or the period that the non-U.S. holder held the shares of Advanced Disposal common stock.

Gain described in the first bullet point above will be subject to tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder (unless an applicable income tax treaty provides otherwise). Additionally, any gain described in the first bullet point above of a non-U.S. holder that is a corporation also may be subject to an additional “branch profits tax” at a 30% rate (or lower rate provided by an applicable income tax treaty). A non-U.S. holder described in the second bullet point above will be subject to tax at a rate of 30% (or a lower rate provided by an applicable income tax treaty) on any capital gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year. If the third bullet point above applies to a non-U.S. holder, capital gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. We believe that we are not, and we do not anticipate becoming, a “United States real property holding corporation.” However, because the determination of whether we are a “United States real property holding corporation” depends on the fair market value of our United States real property interests relative to the fair market value of our global real property interests and other business assets, there can be no assurance that we do not currently constitute or will not become a “United States real property holding corporation.” Non-U.S. holders owning (actually or constructively) more than 5% of Advanced Disposal common stock should consult their own tax advisors regarding the U.S. federal income tax consequences of the merger.

Backup Withholding and Information Reporting

Payments of cash made in exchange for shares of Advanced Disposal common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding

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(currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return an IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding. To avoid backup withholding, a non-U.S. holder is required to establish an exemption, for example, by completing and providing to the applicable withholding agent the appropriate IRS Form W-8 for the non-U.S. holder, in accordance with the instructions thereto.

Any amount withheld under the backup withholding rules will be allowed as a refund or credit against the U.S. federal income tax liability of an Advanced Disposal stockholder, provided the required information is timely furnished to the IRS. The IRS may impose a penalty upon an Advanced Disposal stockholder that fails to provide the correct taxpayer identification number.

Regulatory Clearances

Required Approvals

Under the merger agreement, the merger cannot be completed until any applicable waiting period under the HSR Act has expired or been terminated. Advanced Disposal and Waste Management made the necessary filings with the FTC and the Antitrust Division of the DOJ on May 9, 2019.

Even after the applicable waiting period under the HSR Act expires or is terminated, the FTC and the Antitrust Division of the DOJ retain the authority to challenge the merger on antitrust grounds before or after the merger is completed. Likewise, at any time before or after the consummation of the merger, a U.S. state or a foreign governmental authority with jurisdiction over the parties could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the merger, to rescind the merger or to seek divestiture of particular assets. Private parties also may seek to take legal action under the antitrust laws under certain circumstances. Neither Advanced Disposal nor Waste Management can provide assurance that any action under antitrust laws will not result in the delay or abandonment of the merger.

Commitments to Obtain Regulatory Approvals

Waste Management must use its reasonable best efforts to take all actions reasonably necessary to make effective the merger. Each party will cooperate with the other party and use its reasonable best efforts to, as promptly as practicable, prepare and submit all filings required for any regulatory approval or consent from any governmental entity and to assist and cooperate with the other party in connection with the foregoing. Advanced Disposal and Waste Management have agreed to:

cooperate with each other in connection with any filing and any investigation, including any proceeding initiated by a private party;

keep the other party reasonably informed of any communication received from the FTC, the Antitrust Division of the DOJ or any other U.S. or foreign governmental entity, or from a private party; and

permit the other party to review any communication given by it to the DOJ, the FTC or any such other governmental entity or in connection with any proceeding by a private party.

Waste Management is also specifically required to sell or divest assets (belonging to Waste Management or Advanced Disposal or any of their respective subsidiaries) if required in order to obtain antitrust approval. However, Waste Management is not required to sell assets that would, individually or in the aggregate, result in a reduction of revenue (without duplication and net of any intercompany revenues) in excess of $200,000,000 (for any rolling 12-month period ending the last full month prior to any date between the date of the merger agreement and the closing date) to Waste Management, Advanced Disposal and their

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respective subsidiaries (taken as a whole after giving effect to the merger) if such actions had been taken at the beginning of any such rolling 12-month period (as more fully described in the section entitled “ The Merger Agreement—Other Covenants and Agreements—Efforts to Complete the Merger; Regulatory Approvals ” beginning on page 80 of this proxy statement).

De-listing and De-registration of Advanced Disposal Common Stock

If the merger is completed, Advanced Disposal common stock will be de-listed from NYSE and de-registered under the Exchange Act. As such, following the completion of the merger, Advanced Disposal will no longer file periodic reports with the SEC on account of Advanced Disposal common stock.

Litigation Relating to the Merger

No litigation relating to the merger was pending as of the time of filing this proxy statement.

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THE MERGER AGREEMENT

Below is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement in its entirety carefully, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the Agreement and Plan of Merger, dated as of April 14, 2019, by and among Advanced Disposal, Waste Management and Merger Sub and the copy of the merger agreement attached to this proxy statement as Annex A are intended only to provide information regarding the terms of the merger agreement. The merger agreement and the related summary are not intended to be a source of factual, business or operational information about Advanced Disposal, Waste Management or Merger Sub, and the following summary of the merger agreement and the copy thereof included as Annex A are not intended to modify or supplement any factual disclosure about Advanced Disposal in any documents Advanced Disposal has or will publicly file with the SEC. The merger agreement contains representations and warranties by, and covenants of, Advanced Disposal, Waste Management and Merger Sub that were made only for purposes of the merger agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants contained in the merger agreement may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Advanced Disposal’s public disclosures. Until the effective time, stockholders are not third-party beneficiaries under the merger agreement (and after the effective time, stockholders will be third-party beneficiaries under the merger agreement solely to the extent necessary to receive the merger consideration due to such persons under the merger agreement).

Additional information about Advanced Disposal may be found elsewhere in this proxy statement and in Advanced Disposal’s other public filings. See the section entitled “ Where You Can Find Additional Information ” beginning on page 105 of this proxy statement.

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The merger agreement provides that at the effective time, the separate corporate existence of Merger Sub will cease, and Advanced Disposal will continue as the surviving company and as an indirect, wholly-owned subsidiary of Waste Management. At the effective time, all of the property, rights, privileges, immunities, powers and franchises of Advanced Disposal and Merger Sub will vest in Advanced Disposal as the surviving company and, pursuant to the DGCL, all debts, liabilities and duties of Advanced Disposal and Merger Sub will become the debts, liabilities and duties of Advanced Disposal as the surviving company. At the effective time, the certificate of incorporation of Advanced Disposal will be amended and restated in its entirety to be in the form of an exhibit to the merger agreement and, as so amended and restated, such certificate of incorporation will be the certificate of incorporation of the surviving company and the bylaws of Merger Sub as in effect immediately prior to the effective time will be the bylaws of the surviving company, in each case, until subsequently amended.

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The directors of Merger Sub immediately prior to the effective time will be the initial directors of the surviving company and the officers of Advanced Disposal immediately prior to the effective time will be the initial officers of the surviving company. The initial directors and officers will hold office until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving company.

Closing of the Merger

The closing will take place on the third (3 rd ) business day following the day on which the conditions to the merger (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions at the closing) have been satisfied or waived in accordance with the merger agreement or at such other time, date and place as Advanced Disposal and Waste Management may agree in writing.

On the closing date (or on a later date agreed to by the parties), Waste Management and Advanced Disposal will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The merger will become effective at the time the certificate of merger is duly filed with the Secretary of State of the State of Delaware or on such later date and time as may be agreed upon by the parties and specified in the certificate of merger.

Effect of the Merger on Advanced Disposal Common Stock

At the effective time, each share of Advanced Disposal common stock issued and outstanding immediately prior to the effective time (other than shares (i) owned by Waste Management or Merger Sub and shares owned by Advanced Disposal or held in treasury, (ii) owned by any direct or indirect, wholly-owned subsidiary of Advanced Disposal or Waste Management, or (iii) held by stockholders who will have neither voted for the merger nor consented thereto in writing and who will have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL) will be converted automatically into the right to receive the merger consideration, and upon conversion, will automatically be cancelled and will cease to exist. Shares referred to in clause (i) above will cease to exist at the effective time and will be cancelled without payment of any consideration. Shares referred to in clause (ii) will be converted into shares of common stock, par value $0.01 per share, of the surviving company. Shares of Advanced Disposal common stock described in clause (iii) will also be cancelled at the effective time, and the holders of such shares will be entitled to the rights granted to them under Section 262 of the DGCL (as further described in the section entitled “ Appraisal Rights ” beginning on page 99 of this proxy statement).

At the effective time, each share of Merger Sub common stock issued and outstanding immediately prior to the effective time of the merger will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving company and such shares will constitute the only outstanding shares of capital stock of the surviving company immediately following the effective time.

Payment Procedures

Prior to the effective time, Waste Management or Merger Sub will enter into a paying agent agreement with a paying agent selected by Waste Management, and approved in advance by Advanced Disposal, to act as the paying agent for the Advanced Disposal stockholders in connection with the merger. At or prior to the effective time, Waste Management will deposit with the paying agent cash in an amount sufficient to pay the merger consideration (which cash we refer to as the “ exchange fund ”). Waste Management will not be required to deposit or cause to be deposited with the paying agent funds sufficient to pay the merger

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consideration payable in respect of the dissenting shares (as defined in the section entitled “ The Merger Agreement—Appraisal Rights ” beginning on page 71 of this proxy statement). Subject to certain conditions in the merger agreement, the paying agent is required to invest the exchange fund as directed by Waste Management.

Promptly after the effective time (and in no event later than three (3) business days after the closing date), Waste Management will mail to each person who was, at the effective time, a holder of record of Advanced Disposal common stock entitled to receive the merger consideration: (i) transmittal materials, including a customary letter of transmittal, specifying that delivery will be effected, and risk of loss and title to the shares of Advanced Disposal common stock will pass, only upon proper delivery of such shares to the paying agent and (ii) instructions for effecting the surrender of the stock certificates or the non-certificated shares of Advanced Disposal common stock represented by book-entry (which we refer to as “ book-entry shares ”) in exchange for the merger consideration. Upon surrender of the certificates to the paying agent for cancellation, together with the letter of transmittal, the holder of the shares will be entitled to receive the merger consideration and the surrendered certificates will be cancelled.

Any holder of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration. Each registered holder of one or more book-entry shares will be entitled at the effective time to receive the merger consideration for each book-entry share upon receipt by the paying agent of an “agent’s message” in customary form.

No interest will be paid on any cash payable to holders of stock certificates or book-entry shares under the merger agreement. From and after the effective time, holders of shares of Advanced Disposal common stock will cease to have any rights as stockholders of Advanced Disposal, except as provided in the merger agreement or by law.

Any portion of the exchange fund that remains undistributed to the former holders of shares of Advanced Disposal common stock twelve (12) months after the effective time will be delivered to the surviving company, and any former holders of shares of Advanced Disposal common stock who are entitled to do so and have not previously complied with the exchange procedures in the merger agreement may thereafter look only to the surviving company for payment of their claim for the merger consideration.

Under the merger agreement, each of the paying agent, the surviving company and any applicable withholding agent are entitled to deduct and withhold from the merger consideration otherwise payable to any holder of Advanced Disposal common stock, Advanced Disposal stock option, performance share unit awards, restricted share unit awards or restricted share awards, such amounts as are required to be deducted and withheld with respect to such payment under all applicable federal, state or local tax laws and pay such withholding amount over to the appropriate governmental authority.

Treatment of Advanced Disposal Equity Awards

Treatment of Advanced Disposal Stock Options

The merger agreement provides that at the effective time, each Advanced Disposal stock option that is outstanding immediately prior to the effective time and that has an exercise price per share that is less than $33.15, whether or not vested, will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the excess of $33.15 over the per-share exercise price of such Advanced Disposal stock option and (ii) the number of shares issuable upon exercise of such Advanced Disposal stock option. Each Advanced Disposal stock option with an exercise price equal to or greater than $33.15 will be cancelled as of the effective time without payment of any consideration and will have no further force or effect.

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Treatment of Performance Share Unit Awards

The merger agreement provides that at the effective time, each performance share unit award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares equal to the greater of (x) the target number of shares with respect to such performance share unit award and (y) the number of shares that would be considered earned under the terms of such performance share unit award based on the most recent fiscal year-end results multiplied by (ii) $33.15.

Treatment of Restricted Share Unit Awards

The merger agreement provides that at the effective time, each restricted share unit award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share unit award and (ii) $33.15.

Treatment of Restricted Share Awards

The merger agreement also provides that at the effective time, each restricted share award that is outstanding immediately prior to the effective time will become fully vested and will be cancelled and thereafter entitle the holder to receive, promptly after the effective time, a cash payment (without interest and subject to all applicable tax withholding requirements) equal to the product of (i) the number of shares subject to such restricted share award and (ii) $33.15.

Appraisal Rights

Notwithstanding anything to the contrary in the merger agreement, shares of Advanced Disposal common stock that are outstanding immediately prior to the effective time and that are held by Advanced Disposal stockholders who have neither voted for the merger nor consented to the merger in writing and who have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, we refer to such shares as the “ dissenting shares ”) will not be converted into, or represent the right to receive, the merger consideration, unless and until such holder fails to perfect, effectively withdraws or otherwise loses the right to appraisal under the DGCL. At the effective time, all dissenting shares will no longer be outstanding and automatically will be cancelled and will cease to exist, and, except as otherwise provided by applicable laws, each holder of dissenting shares will cease to have any rights with respect to the dissenting shares, other than such rights as are granted under Section 262 of the DGCL. Such stockholders will be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Section 262 of the DGCL, except that all dissenting shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such shares under such Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the effective time, the right to receive the merger consideration, without interest, upon surrender, in the manner provided in the merger agreement, of the certificate or certificates that formerly evidenced such shares.

Advanced Disposal is required to give Waste Management (i) prompt notice of any demands for appraisal received by Advanced Disposal or any of its representatives, withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by Advanced Disposal or any of its representatives and (ii) the opportunity to direct all negotiations and proceedings with respect to such notices and demands for appraisal under the DGCL. Advanced Disposal will not, except with the prior

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written consent of Waste Management or as required by law, make any payment with respect to any demands for appraisal, settle, compromise, or offer to settle or compromise any such demands.

Representations and Warranties; Material Adverse Effect

The merger agreement contains representations and warranties of Advanced Disposal and of Waste Management and Merger Sub.

Subject to certain exceptions (i) in the merger agreement, (ii) in the disclosure schedule delivered by Advanced Disposal to Waste Management and Merger Sub in connection with the merger agreement (which we refer to as the “ disclosure schedule ”) and (iii) as disclosed in Advanced Disposal public filings with the SEC (subject to certain specified exceptions), the merger agreement contains representations and warranties of Advanced Disposal as to, among other things:

organization and valid existence, good standing and qualification to do business of Advanced Disposal and each of its subsidiaries;

effectiveness of organizational documents and absence of violation of such organizational documents;

Advanced Disposal ownership of its subsidiaries;

authorized share capital of Advanced Disposal, issued and outstanding equity of Advanced Disposal and other matters regarding capitalization;

indebtedness of Advanced Disposal and its subsidiaries;

corporate authority relative to the merger agreement, consents and approvals relating to the execution, delivery and performance of the merger agreement, and the enforceability of the merger agreement against Advanced Disposal;

unanimous approval and recommendation by the Board of the merger agreement and the transactions;

absence of (i) any conflict with or violation of the organizational documents of Advanced Disposal or any of its subsidiaries, (ii) any conflict with or violation of applicable laws, (iii) any breach or default under, or any right of termination, amendment, acceleration or cancellation of, any contract of Advanced Disposal or its subsidiaries, and (iv) requirement for any other governmental filing, except for those specified in the merger agreement, in each case, as a result of the execution and delivery by Advanced Disposal of the merger agreement, the performance of Advanced Disposal obligations under the merger agreement and the consummation by Advanced Disposal of the transactions;

compliance with applicable laws and regulations (including anticorruption laws and regulations imposing economic sanctions);

possession of and compliance with required licenses, registrations, permits, approvals, accreditations, certificates and other authorizations of any governmental authority necessary for the conduct of Advanced Disposal and its subsidiaries’ business;

compliance with SEC filing requirements for Advanced Disposal SEC filings since January 1, 2017, fair presentation of Advanced Disposal’s and its subsidiaries financial position in the audited consolidated financial statement and establishment and maintenance of certain disclosure controls and procedures, and the absence of “significant deficiencies” or “material weaknesses” in internal controls over financial reporting;

Advanced Disposal’s material contracts, their enforceability and the absence of breach or default under such material contracts;

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the fact that Advanced Disposal has conducted its business in the ordinary course of business in all material respects and that there has not been a “material adverse effect” (as defined below);

the fact that there is no material litigation, suit, claim, action or proceeding against or involving Advanced Disposal;

employee benefit plans;

labor and employment matters;

insurance policies;

title to or valid leasehold interests in real property;

Advanced Disposal tax returns, filings and other tax matters;

intellectual property, privacy and data protection matters;

environmental matters, including compliance with applicable environmental laws;

opinion of UBS, Advanced Disposal’s financial advisor;

brokers’ fees and expenses;

accuracy of the information to be provided in this proxy statement;

absence of certain transactions with related parties;

applicable state anti-takeover statutes or regulations;

sufficiency of Advanced Disposal stockholder vote to adopt the merger agreement and approve the merger and other transaction contemplated by the merger agreement; and

absence of stockholder rights plan or so-called poison pill.

Subject to certain exceptions in the merger agreement, the merger agreement also contains representations and warranties of Waste Management and Merger Sub as to, among other things:

organization, valid existence and good standing;

effectiveness of organizational documents and absence of violation of such organizational documents;

corporate authority relative to the merger agreement, consents and approvals relating to the execution, delivery and performance of the merger agreement, and the enforceability of the merger agreement against Waste Management and Merger Sub;

absence of (i) any conflict with or violation of the organizational documents of Waste Management or Merger Sub, (ii) any conflict with or violation of applicable laws, and (iii) any breach or default under, or any right of termination, amendment, acceleration or cancellation of, any contract of Waste Management or Merger Sub, in each case, as a result of the execution and delivery by Waste Management and Merger Sub of the merger agreement, the performance of Waste Management and Merger Sub of obligations under the merger agreement and the consummation by Waste Management and Merger Sub of the transactions;

the fact that there is no litigation, suit, claim, action or proceeding against or involving Waste Management that would prevent or materially delay the consummation of any of the transactions or otherwise prevent or materially delay Waste Management or Merger Sub from performing their obligations under the merger agreement;

operations of Merger Sub and ownership of Merger Sub by Waste Management;

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broker’s fees and expenses;

the fact that Waste Management will have at the closing access to sufficient cash, available lines of credit or other sources of immediately available funds to enable it consummate the merger, including payment of the merger consideration and other payments under the merger agreement (though the consummation of the merger is not conditioned upon Waste Management’s or Merger Sub’s receipt of financing);

absence of ownership of any shares of Advanced Disposal common stock that would qualify Waste Management or its subsidiaries as interested stockholders for purposes of Section 203 of the DGCL;

accuracy of the information to be provided for in this proxy statement; and

absence of voting agreement or an agreement regarding consideration of a different amount or nature than the merger consideration with Advanced Disposal stockholder, directors, officers or employees, other than the voting agreement.

Some of the representations and warranties in the merger agreement are qualified by knowledge or materiality qualifications including, in certain instances, a “material adverse effect” qualification with respect to Advanced Disposal.

For purposes of this summary of the merger agreement, a “ material adverse effect ” with respect to Advanced Disposal means any event, development, circumstance, change, effect or occurrence that, individually or in the aggregate, with all other events, developments, circumstances, changes, effects or occurrences, has, or would reasonably be expected to have, a material adverse effect on or with respect to the business, assets, liabilities, results of operations or financial condition of Advanced Disposal and its subsidiaries taken as a whole. However, under certain circumstances set forth in the merger agreement, no events, developments, circumstances, changes, effects or occurrences, to the extent arising out of or resulting from or relating to any of the following will be deemed to constitute a material adverse effect:

general changes or developments in the economy or the financial, debt, capital, credit or securities markets in the United States or elsewhere in the world;

the execution and delivery of the merger agreement or the public announcement or pendency of the merger or other transactions contemplated in the merger agreement;

any change in any applicable laws or applicable accounting regulations or principles after the date of the merger agreement;

any hurricane, tornado, earthquake, flood, tsunami or other natural disaster or outbreak or escalation of hostilities or war, military actions or any act of sabotage, terrorism or other international or national emergency, or other force majeure event or natural disaster or act of God or other comparable events;

any change in the price or trading volume of Advanced Disposal common stock or the credit rating of Advanced Disposal, in and of itself;

any failure by Advanced Disposal to meet (i) any published analyst estimates, expectations, projections or forecasts of Advanced Disposal’s revenue, earnings, cash flow, cash positions or other financial performance or results of operations for any period or (ii) its internal or published projections, budgets, plans, forecasts, guidance, estimates, milestones of its revenues, earnings or other financial performance or results of operations, in and of itself;

any change or development in the industries, or in the business conditions in the geographic regions, in which Advanced Disposal and its subsidiaries operate, and any ordinary course seasonal fluctuations in the business of Advanced Disposal and its subsidiaries;

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the identity of Waste Management or its subsidiaries or any communication by Waste Management or its subsidiaries regarding the plans or intentions of Waste Management with respect to the conduct of the business of the surviving company or its subsidiaries;

the taking of any action at the written request of or with the written consent of Waste Management; or

the failure to obtain any approvals or consents from any governmental entity in connection with the merger agreement or any delay in obtaining any such approvals or consents.

However, with respect to the exceptions described in the first, third and fourth bullet points above, such exceptions will only apply to the extent that such event, development, circumstance, change, effect or occurrence does not have a materially disproportionate impact on Advanced Disposal and its subsidiaries, taken as a whole, as compared to other participants in the industries in which Advanced Disposal and its subsidiaries operate, and with respect to the exceptions described in the fifth and sixth bullet points above, such exceptions will not prevent or otherwise affect a determination that any events, developments, circumstances, changes, effects or occurrences underlying such changes or failures constitute or contribute to a material adverse effect.

Conduct of Business Pending the Merger

The merger agreement provides that, subject to certain exceptions, during the period commencing on April 14, 2019 and ending on the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms (which we refer to as the “ pre-closing period ”), Advanced Disposal must conduct its business and the business of its subsidiaries in the ordinary course of business, and use commercially reasonable efforts to preserve substantially intact the business organization of Advanced Disposal and its subsidiaries and to preserve its material assets, rights and properties in good repair and condition, to keep available the services of its directors, officers and employees, and to maintain its existing relationships and goodwill with customers, suppliers or others having business dealings with Advanced Disposal and its subsidiaries. Further, the merger agreement also provides that during the pre-closing period, subject to certain exceptions, Advanced Disposal must not, and must cause each of its subsidiaries not to, do any of the following:

acquire, or invest in any business or assets in excess of $15,000,000 in the aggregate; however, Advanced Disposal may purchase inventory or other assets in the ordinary course consistent with past practice, and Advanced Disposal may, after consulting with Waste Management, acquire or invest in third parties of up to $15,000,000 in the aggregate, so long as the transaction does not require a regulatory filing;

sell or dispose of any material assets or business or dispose of material intellectual property; however, Advanced Disposal may continue to make ordinary course dispositions or dispositions pursuant to contracts in effect as of the date of the merger agreement that were made available to Waste Management;

acquire or license any material intellectual property, except in the ordinary course of business consistent with past practice;

issue, sell or dispose of any shares of, options, warrants, or rights of any kind to acquire any shares of its capital stock, or pledge any of Advanced Disposal’s or its subsidiaries shares, except for:

issuances of shares of Advanced Disposal common stock upon the exercise of options;

dispositions in connection with the vesting of restricted share awards, performance share unit awards or restricted share unit awards; or

any issuance or sale to Advanced Disposal or a wholly-owned subsidiary by any Advanced Disposal subsidiary;

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declare dividends, except that subsidiary of Advanced Disposal may issue dividends to Advanced Disposal or to another of its wholly-owned subsidiaries;

adopt a plan with respect to liquidation, dissolution, merger, consolidation or restructuring;

subject to certain exceptions in the merger agreement, acquire any shares of Advanced Disposal common stock;

subdivide the ownership interests in any of Advanced Disposal’ subsidiaries;

implement any stockholder rights plan or “poison-pill”;

amend any governing documents of Advanced Disposal or its subsidiaries;

subject to certain exceptions in the merger agreement, incur or guarantee indebtedness exceeding $10 million in the aggregate;

subject to certain exceptions in the merger agreement, modify in any material respect the terms of indebtedness or guarantee the obligations of a third party;

make any loan or advances to any person other than Advanced Disposal or any of its wholly-owned subsidiaries in excess of $100,000 in the aggregate, other than customary relocation or business expenses to Advanced Disposal employees in the ordinary course;

subject to certain exceptions in the merger agreement, create any material liens;

except as otherwise contemplated by the merger agreement, issue a notice of redemption causing the repayment of Advanced Disposal’s senior notes;

other than in the ordinary course of business or as required by law:

extend, modify or fail to perform under a material contract; or

terminate or fail to renew a material contract (subject to certain limitations on the renewal of leases for real property);

enter into a material contract other than in the ordinary course of business;

enter into a contract related to the sale, transfer, grant or license of any rights in landfill gas and related assets;

fail to renew or maintain any existing insurance policy other than in the ordinary course of business consistent with past practice;

other than as required by law or GAAP: (i) file an amended U.S. federal income or material tax return; (ii) make a material change to any method of financial or tax accounting; (iii) change any material tax election; (iv) surrender a material tax refund claim; (v) waive a limitation period applicable to a material tax claim; or (vi) enter into a tax sharing agreement, tax allocation agreement or tax indemnity agreement;

pay, discharge, settle or satisfy any litigation, arbitration, claim or other obligation other than:

litigation arising in connection with the merger; or

settlements involving:

payments not in excess of $10,000,000 in the aggregate (net of insurance proceeds), which do not materially limit the future business operations of Advanced Disposal and its subsidiaries; or

third-party indemnification recoveries payable to Advanced Disposal;

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settle material class-action litigation in excess of $10,000,000 in the aggregate without consulting Waste Management;

make capital expenditures; however, Advanced Disposal may make capital expenditures:

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as set forth in a budget in the disclosure schedule;

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in connection with the acquisition of new equipment, trucks, containers or landfill compactors in the ordinary course of business and consistent with past practice;

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in connection with bids previously awarded to Advanced Disposal that have not yet been serviced or are awarded to Advanced Disposal between the date of the merger agreement and the closing; or

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involving less than $15,000,000 in the aggregate;

subject to certain exceptions in the merger agreement:

amend, renew, terminate (or communicate any intention to amend, renew or terminate) an existing “material” compensation or benefit plan, or establish, adopt or enter into a new “material” compensation or benefit plan or arrangement, except in the ordinary course of business, consistent with past practice, and in a manner that does not result in a material increase in benefits or administrative costs;

increase benefits, compensation or incentive compensation opportunity to any employee or independent contractor;

pay any bonus or MIP/LIP award in excess of the amount earned based on actual performance in accordance with the terms of the bonus or MIP/LIP plan;

grant equity awards, amend the terms of outstanding equity awards, or discretionarily accelerate the vesting or payment of equity awards;

grant or pay any severance or termination pay or benefits in a manner inconsistent with the terms of an existing employment agreement or severance policy;

hire or engage the services of, or terminate any individual with the title of Vice President or above (other than for cause) other than to replace a former employee;

loan or advance money or other property to any current or former employees or independent contractors, except to employees with a title below Vice President made in the ordinary course and consistent with past practice;

recognize any new unions or enter into any new collective bargaining agreement, except as required by applicable law;

conduct any mass layoff, reduction in force, or other program resulting in employee termination that would trigger the WARN Act;

take any action to fund or secure the payment of any amounts under any compensation or benefit plan;

change any assumptions used to calculate funding or contribution obligations under any compensation or benefit plan, or increase or accelerate its funding rate (unless required by GAAP); or

take any action that would be reasonably likely to result in a complete or partial withdrawal under any multiemployer plan; or

agree, authorize or commit to do any of the foregoing actions.

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Other Covenants and Agreements

No Solicitation; Acquisition Proposals

Pursuant to the merger agreement, Advanced Disposal has agreed to immediately cease and cause to be terminated, and to cause its subsidiaries, and its and its subsidiaries’ respective directors, officers, employees and the attorneys, investment bankers and other advisors or representatives (such individuals, we collectively refer to as “ representatives ”), to immediately cease and cause to be terminated any solicitation, discussions or negotiations that may be ongoing as of the date of the merger agreement with a potential acquirer with respect to an “acquisition proposal” (as defined below), or any proposal that could reasonably be expected to lead to an acquisition proposal. In addition, except as provided in the merger agreement, Advanced Disposal has agreed that it will not modify, amend, terminate, waive, release, or fail to enforce any provisions of, any “standstill” provisions (including provisions that restrict or prohibit the purchase of shares of Advanced Disposal common stock or the making or soliciting of any offer or proposal) of any contract to which Advanced Disposal or any of its subsidiaries is a party relating to an acquisition proposal.

Except as expressly permitted by the merger agreement, during the pre-closing period, Advanced Disposal has agreed that neither it nor any of its subsidiaries will (i) solicit, initiate, or knowingly induce or encourage or otherwise knowingly facilitate (including by providing information) any inquiries of any acquisition proposal or (ii) engage in, continue or otherwise participate in negotiations or discussions concerning, or provide access to its properties, books and records or any confidential or non-public information or data in connection with any acquisition proposal except to (A) notify such person of the existence of the no-solicitation provision of the merger agreement or (B) in the case of a bona fide acquisition proposal received by Advanced Disposal without otherwise violating the merger agreement, contact such person for purposes of clarifying the terms of and likelihood of consummating such acquisition proposal. Under the merger agreement, Advanced Disposal must notify Waste Management within forty-eight (48) hours following receipt of an acquisition proposal.

Under the merger agreement, “ acquisition proposal ” means any proposal or offer (including a tender offer or exchange offer) from any person (other than Waste Management or Merger Sub) relating to (i) any merger, consolidation, dissolution, liquidation, recapitalization, reorganization, spin off, share exchange, business combination, purchase, or similar transaction with respect to Advanced Disposal or any of its subsidiaries or (ii) (A) any direct or indirect acquisition or purchase of assets or businesses that constitute 15% or more of the revenues, net income or assets of Advanced Disposal, or 15% or more of the total voting power of the equity securities of Advanced Disposal, or (B) any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of the total voting power of the equity securities of Advanced Disposal, or any merger, reorganization, consolidation, share exchange, business combination or similar transaction involving Advanced Disposal.

The Advanced Disposal Board Recommendation; Change of Recommendation; Fiduciary Exception

Under the merger agreement, generally, the Board may not (i) withdraw or modify in a manner adverse to Waste Management or Merger Sub, the Board recommendation, (ii) approve, adopt or recommend, or declare the advisability of, any acquisition proposal, (iii) enter into any acquisition agreement, merger agreement, or similar agreement (other than an acceptable confidentiality agreement with respect to any acquisition proposal), (iv) fail to include the Board recommendation in this proxy statement, (v) fail to recommend against any acquisition proposal that is a tender offer or exchange offer within ten (10) business days after the commencement of such tender offer or exchange offer, or (vi) if an acquisition proposal (including a material amendment to the terms of an existing acquisition proposal, other than as described in the previous clause (v)) has been publicly announced or disclosed, fail to reaffirm the Board recommendation upon the written request of Waste Management.

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However, prior to the receipt of the Advanced Disposal stockholder approval, the Board, in certain circumstances and subject to certain limitations set forth in the merger agreement, may (A) take any of the actions described in clauses (i) through (vi) of the immediately preceding paragraph or terminate the merger agreement in connection with a superior proposal (as defined below) and (B) take any of the actions described in clauses (i) through (vi) of the immediately preceding paragraph in connection with an intervening event (as defined below), unrelated to any acquisition proposal, in each case, subject to specified notice obligations to Waste Management and specified obligations to negotiate and consider in good faith any modifications proposed by Waste Management to the merger agreement. The Board is permitted to make a change of the Board recommendation or enter into an agreement with respect to a superior proposal after providing Waste Management with a four (4) business day period of good faith negotiation.

Under the merger agreement, “ superior proposal ” means a bona fide acquisition proposal (with all references to “15% or more” in the definition of acquisition proposal being deemed to reference “more than 50%”) that the Board in good faith, after consultation with, and taking into account the advice of its financial advisor and outside legal counsel, determines (i) would result in a transaction more favorable from a financial point of view to the Advanced Disposal stockholders than the merger, taking into account all financial, legal, financing, regulatory and other aspects and risks and timing of consummation, and any changes to the terms of the merger agreement committed to by Waste Management in response to such superior proposal and (ii) is reasonably capable of being completed on the terms proposed.

Under the merger agreement, and subject to certain exceptions in the merger agreement, an “ intervening event ” means any material event, change, effect, condition, development, fact or circumstance with respect to Advanced Disposal and its subsidiaries or business of Advanced Disposal that (i) is neither known by, nor reasonably foreseeable by the Board as of or prior to the date of the merger agreement and (ii) first occurs, arises or becomes known to the Board after the date of the merger agreement and on or prior to the date of the Special Meeting, subject to certain exceptions.

Access to Information

Prior to the effective time, and subject to certain exceptions, Advanced Disposal has agreed to use its reasonable efforts to afford Waste Management reasonable access, consistent with applicable law and as specified in more detail in the merger agreement, at all reasonable business hours to its officers, employees, properties, offices, and other facilities and books and records, and has agreed to furnish Waste Management with financial, operating and other data and information as Waste Management may from time to time reasonably request in writing, and to use commercially reasonable efforts to cooperate and make its officers, employees or authorized representatives reasonably available to provide additional information and access as may be reasonably requested by Waste Management. Waste Management will indemnify Advanced Disposal against any losses that may be incurred by it related to the use, storage or handling of any personally identifiable information relating to employees, providers or customers of Advanced Disposal, and any other information that is protected by applicable law (including privacy laws). Waste Management is also entitled to access for the preparation of non-invasive environmental assessments, and it has information and consultation rights regarding Advanced Disposal’s corrective actions relating to elevated temperature, slope ability and related odor concerns at any of Advanced Disposal’s landfill sites (and Advanced Disposal must consider in good faith any reasonable corrective actions recommended by Waste Management). In addition, Advanced Disposal must provide regular updates to Waste Management regarding material class action litigations, provide Waste Management with the opportunity to consult with Advanced Disposal on the defense of such litigations and may not settle material class-action litigation in excess of $10,000,000 in the aggregate without consulting Waste Management (except that Waste Management does not have the right to consult with Advanced Disposal to the extent any settlement terms include any pricing mechanism or other restriction on pricing).

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Directors’ and Officers’ Indemnification and Insurance

For six (6) years from and after the effective time, the surviving company must indemnify each director and officer of Advanced Disposal against any costs incurred in connection with any claim arising out of matters existing at or prior to the effective time, to the fullest extent that Advanced Disposal would have been required under applicable law, its organizational documents or the organizational documents of its subsidiaries, and any indemnification agreements with any directors and officers of Advanced Disposal to indemnify such person, as described in the merger agreement.

From and after the effective time, the provisions in the surviving company’s certificate of incorporation and bylaws with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers will be no less favorable than such provisions contained in Advanced Disposal’s certificate of incorporation and bylaws in effect as of the date of the merger agreement, which provisions may not be amended or otherwise modified for six (6) years from the effective time in any manner that would affect adversely the rights of directors and officers of Advanced Disposal or any of its subsidiaries.

Prior to the effective time, Advanced Disposal will be permitted to obtain and pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of Advanced Disposal’s existing insurance policies for a claims period of at least six (6) years following the effective time, that will be from an insurance carrier with the same or better credit rating as Advanced Disposal’s insurance carrier as of the date of the merger agreement with benefits and levels of coverage that are at least as favorable as Advanced Disposal’s existing policies. However, Advanced Disposal may not expend a premium amount in excess of 300% of the annual premiums currently paid by Advanced Disposal. If Advanced Disposal and the surviving company fail to obtain such “tail” insurance policies as of the effective time, the surviving company will continue to maintain in effect the insurance in place as of the date of the merger agreement for at least six (6) years from and after the effective time, with benefits and levels of coverage that are at least as favorable as provided in Advanced Disposal’s existing policies as of the date of the merger agreement. However, in no event will Waste Management or the surviving company be required to expend more than 300% of the annual premiums currently paid by Advanced Disposal for such insurance. If the annual premiums of such insurance coverage exceed such amount, the surviving company will obtain a policy with the greatest coverage available for a cost not exceeding such amount.

Efforts to Complete the Merger; Regulatory Approvals

Waste Management must use its reasonable best efforts to take all actions reasonably necessary to effectuate the merger. Each party will cooperate with the other party and use its reasonable best efforts to, as promptly as practicable, prepare and submit all filings required for any regulatory approval or consent from any governmental entity and to assist and cooperate with the other party in connection with the foregoing.

Advanced Disposal and Waste Management have agreed, as described in the merger agreement, to:

cooperate with each other in connection with any regulatory filing and any investigation, including any proceeding initiated by a private party;

keep the other party reasonably informed of any communication received by such party from the FTC, the DOJ or any other U.S. or foreign governmental entity, or from a private party, in each case regarding any of the transactions contemplated by the merger agreement; and

permit the other party to review any substantive communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other governmental entity or in connection with any proceeding by a private party.

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Each of Advanced Disposal and Waste Management must notify the other reasonably promptly upon the receipt of:

any material communication from any governmental entity in connection with any regulatory filing made pursuant to the merger agreement;

knowledge of the commencement of any suits, claims, actions or investigations by or before any governmental entity with respect to the merger; and

any request by any governmental entity for any amendment to any filing made pursuant to the merger agreement.

Any materials provided in connection with the foregoing may be redacted to (i) remove references concerning the valuation of Advanced Disposal, (ii) to comply with contractual arrangements and (iii) to address reasonable privilege and confidentiality concerns.

In the event that any action is commenced by a governmental entity challenging the merger under any antitrust laws, (i) each of Advanced Disposal and Waste Management must reasonably cooperate with each other and (ii) Waste Management must use its reasonable best efforts to contest such action and to have overturned any decree other order that is in effect and that prohibits the completion of the merger so as to permit completion of the merger no later than the end date.

In furtherance of the foregoing, Waste Management has agreed to (i) commit to the sale, divesture, disposition, or license of any assets, operations, businesses of Waste Management or its subsidiaries or Advanced Disposal or its subsidiaries, if required to obtain the necessary regulatory approvals and (ii) otherwise take any actions that would limit Waste Management’s or its subsidiaries’ or Advanced Disposal’s or its subsidiaries’ freedom of action with respect to any assets, operations, properties, products, or businesses, of Waste Management or its subsidiaries or Advanced Disposal’s or its subsidiaries. However, Waste Management will not be required to take any of the foregoing actions if such actions would, individually or in the aggregate, result in a reduction of revenue (without duplication and net of any intercompany revenues) in excess of $200,000,000 (for any rolling 12-month period ending the last full month prior to any date between the date of the merger agreement and the closing date) to Waste Management, Advanced Disposal and their respective subsidiaries (taken as a whole after giving effect to the merger) if such actions had been taken at the beginning of any such rolling 12-month period. Any such actions will be conditioned upon the consummation of the merger.

Waste Management is entitled to control the strategy for obtaining all consents that may be sought from any governmental entity, including by directing the timing, nature, and substance of any filings and communications contemplated by the merger agreement. However, Waste Management will give Advanced Disposal the opportunity to participate in such discussions or other proceedings to the extent not prohibited by applicable law.

Advanced Disposal has agreed to:

take all reasonable actions Waste Management requests and to cooperate with Waste Management in connection with obtaining any actions, consents, undertakings, approvals or waivers by or from any governmental entity, including reasonable cooperation with Waste Management in litigating or otherwise contesting any objections to or proceedings or other actions challenging the merger and the other transactions contemplated by the merger agreement;

reasonably assist Waste Management in any sales process with potential purchasers of any of Advanced Disposal’s or its subsidiaries’ businesses or other assets proposed by Waste Management to be subject to such divestitures required by a governmental entity; and

enter into one or more agreements as requested by Waste Management prior to the closing with respect to any transaction to divest, hold separate or otherwise take any action that would limit

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    Advanced Disposal’s or its subsidiaries’ freedom of action or their ability to retain or hold any of the businesses or assets of Advanced Disposal or any of its subsidiaries.

However, the consummation of the transactions provided for in any such agreement with respect to a divestiture will be conditioned upon the closing or satisfaction or waiver of all of the conditions to closing in a case where the closing will occur immediately following consummation of such divestiture.

Financing Cooperation

Subject to certain exceptions in the merger agreement, Advanced Disposal has agreed to use its reasonable efforts to provide customary cooperation as may be reasonably requested by Waste Management or Merger Sub in connection with any financing made, or to be made, by Waste Management or any of its subsidiaries, including by:

providing customary historical financial and other customary pertinent information with respect to Advanced Disposal and its subsidiaries as may be reasonably requested or required by Waste Management (for use in connection with any such financing);

providing information regarding Advanced Disposal and its subsidiaries reasonably necessary or customarily required to assist Waste Management in preparing pro forma financial statements;

using commercially reasonable efforts to cause Ernst & Young LLP to provide reasonable and customary assistance to Waste Management, including by participating in accounting due diligence sessions, facilitating the delivery of customary comfort letters from Ernst & Young LLP if necessary, desirable or customary for Waste Management’s use of the financial statements of Advanced Disposal in any marketing or offering materials to be used in connection with the financing;

executing and delivering any definitive financing agreements, customary certificates or other instruments relating to guarantees;

furnishing reasonably promptly (and at least three (3) business days prior to the effective time) all documentation and other information reasonably requested in writing at least ten (10) business days prior to the closing date that is required by any governmental entity in connection with the financing under applicable “know your customer” and anti-money laundering rules;

obtaining customary payoff letters, lien releases and instruments of discharge in respect of Advanced Disposal’s existing credit agreement;

providing reasonable assistance with due diligence, including providing reasonable contact with senior management of Advanced Disposal and its subsidiaries;

reasonably cooperating with legal counsel to Waste Management in connection with any legal opinions; and

delivering conditional notices of prepayment within the time period required by Advanced Disposal under its credit agreement and issuing conditional notices of redemption with respect to the outstanding senior notes of Advanced Disposal.

Debt Offers

Subject to certain conditions in the merger agreement, if Waste Management so requests, Advanced Disposal will use commercially reasonable efforts, as described in the merger agreement, to commence an offer to purchase for cash any or all of the outstanding aggregate principal amount of its senior notes and/or to conduct consent solicitations with respect to such notes as reasonably requested by Waste Management, or conduct consent solicitations with respect to such senior notes. Such offers to purchase or consent solicitations will be contingent upon the consummation of the merger.

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Employee Matters

In connection with the transaction, in order to reward and retain employees, Advanced Disposal may implement a transaction bonus program with a bonus pool in the aggregate amount of no more than $5 million to be allocated by Advanced Disposal’s chief executive officer to employees (other than named executive officers), in the amounts determined by Advanced Disposal’s chief executive officer, subject to approval by Waste Management’s chief operating officer. Awards granted pursuant to the transaction bonus program are conditioned on the occurrence of the closing and the transaction bonus recipient being an employee in good standing six months following the effective time. Employees who receive a transaction bonus award and who experience an involuntary separation from service within six months following the effective time will be entitled to receive a transaction bonus. An involuntary separation from service includes (i) termination without cause, (ii) resignation by the employee with “good reason,” as defined in the employee’s employment agreement, or (iii) resignation by an employee who does not have an employment agreement and who refuses to relocate more than 50 miles to a new principal place of business.

In accordance with the merger agreement, Advanced Disposal may establish bonus plans and grant and pay annual bonus awards for 2019 and 2020 in the ordinary course and consistent with past practice. In order to reward and incentivize employees to remain employed by Advanced Disposal through the closing, bonus-eligible employees may be guaranteed a cash bonus amount for each of 2019 and 2020 that is at least equal to such employee’s 2019 target annual bonus, meaning that bonus-eligible employees will receive their ordinary course bonus, if it is in excess of the bonus guarantee amount, but in any event will receive at least the bonus guarantee amount for both 2019 and 2020 if they remain employed through the closing. For more information about bonus guarantees of Advanced Disposal’s executive officers, see “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger—Guaranteed Bonuses ” beginning on page 59 of this proxy statement.

Advanced Disposal may also implement a severance plan, or enter into severance contracts with, Advanced Disposal employees who do not have employment agreements. The new severance program may provide that upon a qualifying termination, an employee may receive severance amounts equal to the greater of (i) two weeks’ severance for every year of service at Advanced Disposal, including its predecessors or successors and (ii) twelve weeks’ severance, in each case, at the base salary rate for the applicable employee in effect immediately prior to the effective time or the date of termination, whichever is greater. All of the executive officers of Advanced Disposal have employment agreements with Advanced Disposal and are not entitled to participate in the new severance program. For more information about the employment agreements and severance entitlements of Advanced Disposal’s executive officers, see the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal Directors and Executive Officers in the Merger—Employment Agreements ” beginning on page 60 of this proxy statement.

For a period commencing on the closing date and ending on the twelve-month anniversary of the closing date, Waste Management will, or will cause the surviving company and its subsidiaries to provide, to each employee of Advanced Disposal or its subsidiaries who is not represented by a labor organization and who continues to be employed by Advanced Disposal or the surviving company or any subsidiary or affiliate thereof: (i) a base salary or wage rate that is no less than that provided to such employee by Advanced Disposal or its subsidiaries immediately prior to the effective time; (ii) severance benefits that are no less favorable than those provided to such employee by Advanced Disposal or its subsidiaries immediately prior to the effective time; and (iii) all other compensation and benefits that are no less favorable in the aggregate than those provided to such employee by Advanced Disposal or its subsidiaries immediately prior to the effective time. In addition, as of the effective time, Waste Management will honor in accordance with their terms, all contracts, policies, plans and commitments of Advanced Disposal and its subsidiaries as in effect immediately prior to the effective time that are applicable to any of their current or former employees and directors.

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In addition, commencing as of the effective time, the surviving company and its subsidiaries will: (i) observe the terms of each of their existing collective bargaining agreements that govern the wages, hours and other terms and conditions of employment of employees of Advanced Disposal or its subsidiaries who are covered by such collective bargaining agreements and who continue to be employed by Advanced Disposal or the surviving company or any subsidiary or affiliate thereof; and (ii) honor their collective bargaining agreements until their respective expiration, modification or amendment.

With respect to each benefit plan, program, practice, policy or arrangement maintained by Waste Management or its subsidiaries (including the surviving company) following the effective time and in which any employee of Advanced Disposal or its subsidiaries who continues to be employed by Advanced Disposal or the surviving company or any subsidiary or affiliate thereof participates (which we refer to as the “ purchaser plans ”), for purposes of determining eligibility to participate, vesting accrual of and entitlement to benefits (but not for benefit accruals under defined benefit pension plans or participation in frozen (whether as to new participants or benefit accruals) post-employment or retiree welfare benefits), service with Advanced Disposal and its subsidiaries will be treated as service with Waste Management and its subsidiaries, except to the extent such credit will result in the duplication of benefits.

With respect to the purchaser plans, Waste Management and the surviving company and its subsidiaries and affiliates will waive, or cause the insurance carrier to waive, all eligibility waiting periods and pre-existing condition limitations to the extent waived, met or not included under a corresponding Advanced Disposal plan, credit each employee and any covered dependent for any co-payments and deductibles, and use commercially reasonable efforts to credit out-of-pocket expenses paid by each employee or any covered dependent under Advanced Disposal plans during the relevant plan year, up to and including the effective time.

At the request of Waste Management, Advanced Disposal will terminate its 401(k) retirement plan. If the Advanced Disposal 401(k) retirement plan is terminated pursuant to Waste Management’s request, continuing employees will be eligible to participate in a purchaser plan that is a 401(k) retirement plan as soon as practicable following the effective time.

Special Meeting

Advanced Disposal has agreed to give notice of, convene and hold a special meeting of its stockholders, as soon as reasonably practicable, and in no event more than fifty (50) days, after the date on which it learns that this proxy statement will not be reviewed or that the SEC has no further comments on this proxy statement. Advanced Disposal has agreed not to postpone or adjourn the special meeting unless Advanced Disposal does not have the requisite votes or has not established a proper quorum on such date (in which case the meeting shall not be postponed for more than thirty (30) days after the date on which such meeting was originally scheduled, except with Waste Management’s prior written consent).

Waste Management and Merger Sub have agreed to furnish to Advanced Disposal the information relating to it and its subsidiaries that is required to be included in this proxy statement and provide other assistance as may be reasonably requested by Advanced Disposal. Advanced Disposal has agreed to use its reasonable best efforts to resolve all SEC comments, if any, to this proxy statement as promptly as practicable upon receipt of any such comments. Advanced Disposal and Waste Management have agreed that none of the information supplied by it for inclusion or incorporation in this proxy statement will, at the date it is filed with the SEC or first mailed to Advanced Disposal’s stockholders or at the time of the Special Meeting or at the time of any amendment or supplement of this proxy statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated herein or necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. Advanced Disposal will promptly notify Waste Management of the receipt of any comments from the SEC with respect to the proxy statement and any request by the SEC for any amendment to the proxy statement or any request for additional information. Prior to filing or mailing this proxy statement,

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Advanced Disposal will provide Waste Management a reasonable opportunity to review and to propose amendments on such document or response and consider in good faith any comments proposed by Waste Management for inclusion.

Stock Exchange De-listing

Advanced Disposal will cooperate with Waste Management and use its reasonable best efforts to cause Advanced Disposal securities to be de-listed from NYSE and de-registered under the Exchange Act as promptly as practicable after the effective time.

Transaction Litigation

In the event that any litigation related to the merger agreement, the merger or the transactions contemplated by the merger agreement is brought against Advanced Disposal or any member of the Board between during the pre-closing period, Advanced Disposal must promptly notify Waste Management and will keep Waste Management reasonably informed of its status. Advanced Disposal will also give Waste Management the opportunity to consult with Advanced Disposal with respect to the litigation defense. Further, Advanced Disposal will not settle any transaction litigation without Waste Management’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed by Waste Management.

Takeover Laws

If any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute becomes or is deemed to be applicable to the merger agreement, the merger, the voting agreement, or the transactions, then the Board will grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated under the merger agreement and the voting agreement, and otherwise act to eliminate or minimize the effect of such statute or regulation.

Conditions to the Merger

The obligations of the parties to effect the merger are subject to the satisfaction (or written waiver by the parties not seeking the waiver, if permissible by applicable law), at or prior to the effective time, of the following conditions:

the Advanced Disposal stockholder approval having been obtained;

no law or injunction having been enacted by any governmental entity which enjoins the merger; and

any waiting period applicable to the merger under the HSR Act having been expired or terminated.

The obligations of Waste Management and Merger Sub to consummate the merger are subject to the satisfaction or written waiver of the following additional conditions:

the representations and warranties of Advanced Disposal:

regarding (i) the authorized capitalization of Advanced Disposal, (ii) the authority of Advanced Disposal, (iii) the absence of a material adverse effect, (iv) brokers’ and financial advisors’ fees, (v) the receipt of Advanced Disposal stockholder approval and (vi) the absence of a rights plan, in each case, being true and correct as of the date of the merger agreement and the closing date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date);

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    regarding (i) due organization, qualification and subsidiaries, (ii) certain capitalization information of Advanced Disposal, and (iii) certain securities information of Advanced Disposal, in each case, being true and correct in all but de minimis respects as of the date of the merger agreement and as of the closing date with the same force and effect as of made on such date (except if any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct in all but de minimis respects as of such earlier date);

    regarding certain indebtedness of Advanced Disposal being true and correct in all material respects as of the date of the merger agreement and as of the closing date with the same force and effect as if made on and as of such date (except if any such representation and warranty expressly relates to an earlier date, in which case, such representation and warranty must be true and correct in all material respects as of the earlier date); and

    regarding each of the other matters with respect to Advanced Disposal set forth in the merger agreement, in each case, being true and correct in all respects as of as of the closing date, as if made at such time (except to the extent any such representation or warranty expressly relates to a specific date, in which case on and as of such earlier date); provided that the condition described in this bullet point will be deemed to have been satisfied unless the failure of such representations and warranties to be so true and correct (without giving effect to any “material adverse effect,” “materiality” or similar qualifications contained therein) individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect.
Advanced Disposal having performed in all material respects each of the obligations under the merger agreement at or prior to the closing date.

Waste Management having received a certificate from Advanced Disposal certifying that the conditions specified above regarding the representations and warranties of Advanced Disposal and the covenants, agreements and obligations of Advanced Disposal have been satisfied.

Since the date of the merger agreement, there has not occurred a material adverse effect on Advanced Disposal.

The obligations of Advanced Disposal to consummate the merger are subject to the satisfaction or waiver by Advanced Disposal, (if permissible by applicable law) of the following additional conditions:

The representations and warranties of Waste Management and Merger Sub:

regarding Waste Management’s authority relative to the merger agreement being true and correct as of the date of the merger agreement and as of the closing date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct as of such earlier date); and

regarding each of the other matters with respect to Waste Management and Merger Sub set forth in the merger agreement, in each case, being true and correct as of the date of the merger agreement and as of closing date, as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty must be true and correct as of such earlier date); provided that the condition described in this bullet point will be deemed to have been satisfied unless the failure of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to prevent, materially impair or have a material adverse effect on the ability of Waste Management or Merger Sub to consummate the transactions.

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Each of Waste Management and Merger Sub having performed in all material respects each of its obligations, and complied in all material respects with each of its agreements and covenants under the merger agreement at or prior to the closing date.

Advanced Disposal having received a certificate from Waste Management certifying that the conditions specified above regarding the representations and warranties of Waste Management and Merger Sub and the covenants, agreements and obligations of Waste Management and Merger Sub have been satisfied.

Termination; Effect of Termination

The merger agreement may be terminated and the transactions may be abandoned at any time prior to the effective time of the merger:

by mutual written consent of Waste Management and Advanced Disposal;

by either Waste Management or Advanced Disposal if:

a governmental entity of competent jurisdiction sitting in the United States has adopted a law or issued a governmental order (which has become final and nonappealable) prohibiting the merger, except this termination right will not be available to a party whose breach of the merger agreement was the primary cause of, or primarily resulted in, the issuance of such legal restraint;

the effective time has not occurred on or before April 14, 2020, as may be extended by the mutual written consent of Waste Management and Advanced Disposal and as will be extended by ninety (90) days if all of the conditions set forth in the merger agreement have been satisfied (or, with respect to the conditions that by their terms must be satisfied at the closing, would have been so satisfied if the closing had occurred) or remain capable of being satisfied other than (i) the absence of legal restraints imposed by a governmental entity and (ii) approval under the HSR Act not having been obtained, except that this termination right will not be available to a party whose breach of the merger agreement was the primary cause of, or primarily resulted in, the failure of the effective time of the merger to occur before April 14, 2020;

the Advanced Disposal stockholder approval is not obtained at the Special Meeting (or any adjournment or postponement thereof); or

by Advanced Disposal if:

there is an uncured breach by Waste Management or Merger Sub or any of their respective representations, warranties or covenants in the merger agreement;

the Board determines to enter into an acquisition agreement with respect to a superior proposal prior to (but not after) obtaining the Advanced Disposal stockholder approval at the Special Meeting (or any adjournment or postponement thereof); or

by Waste Management if:

if there is an uncured breach by Advanced Disposal of any of its representations, warranties or covenants in the merger agreement; or

the Board has changed the Board recommendation prior to obtaining the Advanced Disposal stockholder approval at the Special Meeting (or any adjournment or postponement thereof), or has taken other similar actions as specified in the merger agreement.

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If the merger agreement is validly terminated pursuant to the termination rights described in the bullet points above in this section, the merger agreement will become void and of no further force or effect and there will be no liability or obligation on the part of any party, except for the confidentiality provisions, provisions relating to the effect of termination (including the termination fees described in the section entitled “ The Merger Agreement—Company Termination Fee; Waste Management Termination Fee ” beginning on page 88 of this proxy statement) and certain other specified general provisions of the merger agreement, each of which will survive the termination of the merger agreement.

Company Termination Fee; Waste Management Termination Fee

Under the merger agreement, Advanced Disposal is required to pay Waste Management the Company termination fee if the merger agreement is terminated by the applicable party under the following specified circumstances:

if Advanced Disposal enters into an acquisition agreement with respect to a superior proposal prior to obtaining the Advanced Disposal stockholder approval;

if the Board changes the Board recommendation or takes similar actions prior to the Special Meeting;

if Advanced Disposal stockholders do not approve the merger at a time when Waste Management is entitled to terminate the merger agreement due to the Board’s change of the Board recommendation; or

if (i) the Advanced Disposal stockholder approval is not obtained at the Special Meeting, (ii) Advanced Disposal breached its representations, warranties or covenants and such breach is not cured, or (iii) the merger is not consummated by the end date, and, in each case, prior to the applicable termination event, (A) a third party announces its intention to make an acquisition proposal, which acquisition proposal is not withdrawn, and (B) within 12 months after the termination date, Advanced Disposal has entered into an agreement with a third party with respect to an acquisition proposal or an acquisition proposal has been consummated involving Advanced Disposal or any of its subsidiaries.

Under the merger agreement, Waste Management is required to pay Advanced Disposal the Waste Management termination fee if the merger agreement is terminated by Advanced Disposal because:

a nonappealable court order or legal restraint has been issued prohibiting the merger due to antitrust reasons; or

the transactions contemplated by the merger agreement have not been completed by the end date, and at such time, antitrust approval under the HSR Act has not been obtained;

provided that, in either case, at the time of termination, (i) a breach by Advanced Disposal of a covenant in the merger agreement is not the cause of such order, legal restraint or lack of approval, (ii) Advanced Disposal must have satisfied its closing conditions and (iii) the Advanced Disposal stockholder approval must have been obtained.

Advanced Disposal will be required to reimburse Waste Management’s expenses of up to $15,000,000 if the merger agreement is terminated by either Advanced Disposal or Waste Management as a result of a failure to obtain the Advanced Disposal stockholder approval or by Waste Management for Advanced Disposal’s uncured breach of any of its representations, warranties or covenants; however, such reimbursement amount can be credited against the Company termination fee.

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Limitations on Remedies; Specific Performance

Advanced Disposal and Waste Management have agreed that the parties will be entitled to an injunction, specific performance and other equitable relief to prevent actual or threatened breaches of the merger agreement and to specifically enforce the terms of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity.

The parties have also agreed that, if the Company termination fee is payable as a result of an acceptance by the Board of a superior proposal, Waste Management’s and Merger Sub’s right to terminate the merger agreement and receive payment of the Company termination fee will be the sole and exclusive remedy of Waste Management and Merger Sub for any loss suffered by Waste Management or Merger Sub as a result of a breach by Advanced Disposal of its obligations with respect to the non-solicitation provisions under the merger agreement. In addition, the parties have also agreed that Advanced Disposal’s right to terminate the merger agreement and receive payment of the Waste Management termination fee will be the sole and exclusive remedy of Advanced Disposal against Waste Management and Merger Sub for any loss suffered by Advanced Disposal as a result of a breach by Waste Management or Merger Sub of certain of its obligations with respect to regulatory matters under the merger agreement.

Amendment; Extension; Waivers

At any time prior to the effective time, the merger agreement may be amended by written agreement among the parties. However, following receipt of Advanced Disposal stockholder approval at the Special Meeting, no amendment may be made that would require the approval of Advanced Disposal stockholders, unless such approval is obtained prior to any such amendment.

At any time prior to the effective time of the merger, the parties may:

extend the time for the performance of any obligation of the other party to the merger agreement;

waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement; and

subject to the requirements of applicable law, waive compliance with any agreement of the other party or any condition to its own obligations contained in the merger agreement.

Such extension or waiver will be valid if in writing signed by the other party to be bound. The failure of any party to assert any of its rights under the merger agreement will not constitute a waiver of those rights.

Expenses

Except as otherwise provided in the merger agreement, each of the parties has agreed to bear its own expenses in connection with the merger agreement. However, Waste Management must pay all filing fees required under the HSR Act with respect to the transactions contemplated by the merger agreement.

Governing Law; Jurisdiction

The merger agreement is governed by Delaware law.

The parties have agreed to submit to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court within the State of Delaware in connection with any matter arising out of the merger agreement. The parties have also agreed to waive all rights to a jury trial arising out of the merger agreement.

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THE VOTING AGREEMENT

Below is a summary of the material provisions of the voting agreement, a copy of which is attached to this proxy statement as Annex B and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the voting agreement that is important to you. We encourage you to read the voting agreement in its entirety carefully, as the rights and obligations of the parties thereto are governed by the express terms of the voting agreement and not by this summary or any other information contained in this proxy statement.

On April 14, 2019, CPPIB and Waste Management entered into the voting agreement. CPPIB owned, as of the date of the voting agreement, 16,572,106 shares of Advanced Disposal common stock (which we refer to as the “ covered shares ”), which represented approximately 18.7% of the outstanding Advanced Disposal common stock on such date.

Subject to the terms and conditions of the voting agreement, including the absence of any change of Board recommendation under circumstances defined in the merger agreement, CPPIB has agreed, among other things, to vote (unless the Board withdraws or changes the Board recommendation or until the voting agreement has terminated in accordance with its terms) (i) its covered shares for the approval and adoption of the merger agreement and (ii) against certain other matters, including: (a) any action or agreement that would reasonably be expected to result in a breach of the merger agreement or a failure of timely satisfaction of closing conditions under the merger agreement, (b) any acquisition proposal or other proposal made in opposition to, in competition with, or inconsistent with, the merger or the merger agreement and (c) any other action, agreement or proposal that could reasonably be expected to delay, postpone or adversely affect the consummation of the merger and the other transactions contemplated by the merger agreement.

The voting agreement terminates upon the earliest to occur of (i) the merger contemplated by the merger agreement becoming effective, (ii) the merger agreement being validly terminated in accordance with the terms thereof or (iii) CPPIB’s election to terminate in its sole discretion promptly following any amendment to the merger agreement that reduces or changes the form of consideration payable.

The voting agreement also restricts CPPIB, among other things, from transferring the covered shares without the consent of Waste Management. Exceptions include transfers to affiliated transferees who agree to be bound by the terms of the voting agreement and transfers incident to ordinary course financing transactions following the receipt of the required stockholder approval of the merger by Advanced Disposal’s stockholders. In addition, CPPIB waived its appraisal rights under Section 262 DGCL with respect to all covered shares owned.

The foregoing description of the voting agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the voting agreement, which is filed as Annex B hereto and incorporated by reference into this proxy statement.

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ADVISORY VOTE ON SPECIFIED COMPENSATION (PROPOSAL 2)

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of the SEC’s Regulation S-K regarding certain compensation that may be paid to Advanced Disposal’s named executive officers in connection with the transaction under existing arrangements between Advanced Disposal and the named executive officers. This compensation is referred to as the “golden parachute” compensation by the applicable SEC disclosure rules, and in this section entitled “ Advisory Vote on Specified Compensation (Proposal 2) ” we use such term or the term “ specified compensation ” to describe these payments. These potential payments consist of:

severance payments that each named executive officer would be entitled to receive in connection with a qualifying termination pursuant to the terms of his or her employment agreement (each described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal’s Directors and Executive Officers in the Merger—Employment Agreements ” beginning on page 60 of this proxy statement);

the guaranteed bonus payments (as described in more detail in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal’s Directors and Executive Officers in the Merger—Guaranteed Bonuses ” beginning on page 59 of this proxy statement); and

payments in connection with Advanced Disposal’s equity-based compensation awards, the treatment of which is described in more detail in the section entitled “ The Merger (Proposal 1)—Treatment of Advanced Disposal’s Equity Awards ” beginning on page 55 of this proxy statement.

Further details on these potential payments and benefits, including applicable vesting terms and conditions, are provided in the footnotes to the table below and in the section entitled “ The Merger (Proposal 1)—Interests of Advanced Disposal’s Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement. Specified compensation does not include amounts that are already vested at the effective time of the merger.

For purposes of quantifying these potential payments and benefits for the tables below, the following assumptions were used:

the closing date is December 31, 2019, which, solely for purposes of this specified compensation disclosure, is the assumed date of the closing and to be used only for illustrative purposes;

immediately following the effective time, the employment of each of Advanced Disposal’s named executive officers is terminated by Advanced Disposal without cause or by the named executive officer with good reason under his or her employment agreement (we refer to such a termination or resignation as a “ covered termination ”);

all annual bonus payments will pay out based on the named executive officer’s 2019 target annual bonus; and

the value of a share of Advanced Disposal common stock is $33.15, which is the merger consideration.

The amounts shown are estimates based on multiple assumptions and do not reflect compensation actions that could occur after the date of this proxy statement and before the effective time. As a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table, including in the event the effective time occurs on a different date. December 31, 2019 is an illustrative date used solely for purposes of this specified compensation disclosure and is not intended to indicate that the closing will or will not occur on such date. In addition, the amounts shown below do not attempt to quantify any reduction that may be required as a result of a Section 280G cutback; therefore, actual payments to the named executive officers may be less than the amounts indicated below. For

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purposes of this discussion, “single-trigger” refers to benefits that are payable solely as a result of the closing and “double-trigger” refers to benefits that require the closing, as well as a covered termination following the effective time, to become payable.

Name
  Cash ($) (1)   Equity ($) (2)   Perquisites/
Benefits ($) (3)
  Tax
Reimbursement ($) (4)
  Total ($)

Richard Burke

  8,136,000   10,641,281   58,503       18,835,784

Steven Carn

  2,772,000   4,952,564   39,002       7,763,566

John Spegal

  2,700,000   3,261,138   69,780   31,354   6,062,272

Michael Slattery

  2,002,000   2,375,841   39,002       4,416,843

Melissa Westerman

  1,056,000   230,980   26,085       1,313,065

Matthew Gunnelson

  775,000   575,363   11,003       1,361,566
(1)
The cash severance payments are considered “double-trigger” payments because they will be paid only in connection with a covered termination, pursuant to the terms of the applicable named executive officer’s employment agreement. The 2019 and 2020 bonus guarantees are also “double-trigger” payments and will be paid only upon a termination or if a named executive officer remains employed through the payment date. The amounts reflected in this column represent, for each of Messrs. Carn, Spegal, Slattery, Ms. Westerman and Mr. Gunnelson, an amount equal to: (1) two times annual base salary, payable in 24 equal monthly installments ($924,000 for Mr. Carn, $900,000 for Mr. Spegal, $770,000 for Mr. Slattery, $480,000 for Ms. Westerman and $387,600 for Mr. Gunnelson); (2) two times annual bonus, payable in 24 equal monthly installments ($924,000 for Mr. Carn, $900,000 for Mr. Spegal, $616,000 for Mr. Slattery, $288,000 for Ms. Westerman and $193,800 for Mr. Gunnelson); and (3) the 2019 and 2020 guaranteed annual bonuses ($924,000 for Mr. Carn, $900,000 for Mr. Spegal, $616,000 for Mr. Slattery, $288,000 for Ms. Westerman and $193,800 for Mr. Gunnelson). The amounts reflected in this column represent, for Mr. Burke, an amount equal to: (1) three times annual base salary, payable in 36 equal monthly installments ($2,700,000); (2) three times his annual bonus, payable in 36 equal monthly installments ($3,240,000); (3) the 2019 and 2020 guaranteed annual bonuses ($2,160,000); and (4) an additional amount of $36,000, payable in 24 equal monthly installments.
(2)
The amounts reflected in the table below represent the “single-trigger” value of accelerated vesting of Advanced Disposal stock options, performance share unit awards and restricted share unit awards held by each named executive officer upon the occurrence of the effective time pursuant to the merger agreement, the aggregate of which is reflected in this column. The assumed per-share value of Advanced Disposal common stock for purposes of determining the values in this table is $33.15, which is the merger consideration. The value reported does not include the value of currently unvested restricted share awards and the number of shares underlying currently unvested stock options,

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    performance share unit awards and restricted share unit awards, in each case, that are scheduled to vest prior to December 31, 2019.

Name
  Expected Value
of Accelerated
Stock
Options ($)
  Expected Value
of Accelerated
Performance
Share Unit
Awards ($) (a)
  Expected Value
of Accelerated
Restricted Share
Unit Awards ($)
  Total Expected
Value of
Accelerated
Equity ($)

Richard Burke

  3,761,794   4,586,336   2,293,151   10,641,281

Steven Carn

  964,984   1,661,113   2,326,467   4,952,564

John Spegal

  905,798   1,570,249   785,091   3,261,138

Michael Slattery

  656,118   1,146,493   573,230   2,375,841

Melissa Westerman

  44,677   124,213   62,090   230,980

Matthew Gunnelson

  351,004   149,573   74,786   575,363
(a)
The value of the Advanced Disposal performance share units shown in the table above is based on an illustrative closing date for the transactions of December 31, 2019 and achievement of performance metrics at target. The number of performance share unit awards held by Advanced Disposal named executive officers will be equal to the greater of (i) the target number of shares of Advanced Disposal common stock with respect to each applicable performance share unit award and (ii) the number of shares of Advanced Disposal common stock that would be considered earned under the terms of the applicable performance share unit award based on the most recent fiscal year-end results of Advanced Disposal preceding the fiscal year during which the effective time occurs.
(3)
Represents amounts to be paid in respect of post-employment COBRA benefits following a covered termination pursuant to each executive officer’s employment agreement. The COBRA payments are considered “double-trigger” payments because they will be paid only in connection with a covered termination, pursuant to the terms of the applicable named executive officer’s employment agreement. For Mr. Spegal, this amount also reflects an additional “double-trigger” amount of $50,000 for relocation services, payable in a lump sum.
(4)
Represents amounts to be paid to Mr. Spegal pursuant to his employment agreement as a tax gross-up for his $50,000 relocation benefit, payable in a single lump sum. The relocation benefit tax gross-up is considered a “double-trigger” payment because it will be paid only in connection with a covered termination.

The Non-Binding Advisory Proposal

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement, as disclosed in the sections of this proxy statement above entitled “ Advisory Vote on Specified Compensation (Proposal 2)—Golden Parachute Compensation ” beginning on page 91 of this proxy statement and “ The Merger (Proposal 1)—Interests of Advanced Disposal’s Directors and Executive Officers in the Merger ” beginning on page 55 of this proxy statement. In general, the various plans and arrangements pursuant to which these compensation payments may be made formed part of Advanced Disposal’s overall compensation program for its named executive officers, and have previously been disclosed to our stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements.

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The Advanced Disposal Board encourages you to review carefully the named executive officer specified compensation information disclosed in this proxy statement. The Advanced Disposal Board unanimously recommends that you vote “ FOR ” the following resolution:

“RESOLVED, that the stockholders of Advanced Disposal Inc. approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “ Advisory Vote on Specified Compensation (Proposal 2)—Golden Parachute Compensation ” in Advanced Disposal Corp.’s proxy statement for the Special Meeting.”

Advanced Disposal stockholders should note that this proposal is not a condition to completion of the merger and, as it is an advisory vote, the result will not be binding on Advanced Disposal, the Advanced Disposal Board, the surviving company or Waste Management. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated, our named executive officers will be entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

The approval of the compensation advisory proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Advanced Disposal common stock that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, so long as a quorum is present, to vote “ FOR ” the compensation advisory proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the compensation advisory proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the compensation advisory proposal, so long as a quorum is otherwise present.

The Advanced Disposal Board unanimously recommends that you vote “ FOR ” the compensation advisory proposal.

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ADJOURNMENT OF THE SPECIAL MEETING (PROPOSAL 3)

Advanced Disposal stockholders may be asked to adjourn the Special Meeting to a later date or time if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement.

Advanced Disposal does not intend to call a vote on the adjournment proposal if Proposal No. 1 is approved by the requisite number of shares of Advanced Disposal common stock at the Special Meeting.

The affirmative vote of the holders of a majority of the issued and outstanding shares of Advanced Disposal common stock that are present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present, is required to approve the adjournment proposal. An abstention from voting will have the same effect as a vote “ AGAINST ” the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

The Board unanimously recommends that stockholders vote “ FOR ” the adjournment proposal.

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MARKET PRICES AND DIVIDEND DATA

Advanced Disposal common stock is listed on NYSE under the symbol “ADSW.” The closing sale price of Advanced Disposal common stock on April 12, 2019, the last trading day prior to the execution of the merger agreement, was $27.14 per share. On May 9, 2019, the most recent practicable date before the filing of this proxy statement, the closing price of Advanced Disposal common stock was $32.33 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

The following table sets forth during the periods indicated the intraday high and low sale prices of Advanced Disposal common stock as reported on NYSE, and the cash dividends declared per share for the periods indicated:

 
  Market Price    
 
  Dividend
Declared (2)
Quarter
  High   Low

Second Fiscal Quarter 2017

  $24.07   $20.94     —

Third Fiscal Quarter 2017

  $25.38   $22.35     —

Fourth Fiscal Quarter 2017

  $25.71   $22.06     —

First Fiscal Quarter 2018

  $24.81   $21.50     —

Second Fiscal Quarter 2018

  $25.38   $21.80     —

Third Fiscal Quarter 2018

  $27.93   $23.67     —

Fourth Fiscal Quarter 2018

  $27.47   $22.05     —

First Fiscal Quarter 2019

  $28.35   $23.02     —

Second Fiscal Quarter 2019 (1)

  $33.01   $25.88     —
(1)
Provided through May 9, 2019.
(2)
Under the terms of the merger agreement, during the pre-closing period, Advanced Disposal is not permitted to declare, authorize, establish a record date for, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock except as specified in the merger agreement (as further described in the section entitled “ The Merger Agreement Conduct of Business Pending the Merger ” beginning on page 75 of this proxy statement).

Following completion of the merger, there will be no further market for Advanced Disposal common stock, and our common stock will be de-listed from NYSE and de-registered under the Exchange Act. As a result, following completion of the merger and such de-registration, we will no longer file periodic reports with the SEC.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth information as of the close of business on May 7, 2019 (except as otherwise indicated by footnote), regarding the beneficial ownership of shares of Advanced Disposal common stock by each director, named executive officer, by all directors and executive officers as a group, and by each person known by Advanced Disposal to own 5% or more of Advanced Disposal common stock.

Unless otherwise noted below, the address for each beneficial owner listed on the table is: c/o Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of Advanced Disposal common stock that they beneficially own, subject to applicable community property laws.

For purposes of the table below, the beneficial ownership amounts and percentages are based on a total of 88,792,415 shares of Advanced Disposal common stock outstanding as of the close of business on May 7, 2019. In computing the number of shares of Advanced Disposal common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding the shares of Advanced Disposal common stock subject to Advanced Disposal stock options, performance share unit awards and restricted share unit awards held by that person that are vested or will vest (and, in the case of Advanced Disposal stock options, are exercisable or will become exercisable) as of May 7, 2019 or within 60 days thereafter. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Name
  Total Beneficial
Ownership (1)
  Number of
Exercisable
Advanced
Disposal Stock
Options (2)
  Percent of
Issued and
Outstanding

Named Executive Officers and Directors

           

Non-Employee Directors

           

E. Renae Conley

  12,366     *

Tanuja Dehne

  13,366     *

Michael Hoffman

  12,696     *

Michael Koen

     

Ernest Mrozek

  12,760     *

B. Clyde Preslar

  18,361     *

Executive Officers

          *

Richard Burke

  107,332   476,161   *

Steven Carn

  10,745   76,632   *

Matthew Gunnelson (3)

    77,583   *

Michael Slattery

  14,667   54,359   *

John Spegal

  17,363   64,761   *

Melissa Westerman

     

Directors and executive officers as a group (11 persons)

  219,656   671,913   1%
*
Represents less than one (1) percent.

(1)
The table reports beneficial ownership in accordance with Rule 13d-3 under the Exchange Act.

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(2)
Includes the number of options currently exercisable and options that will become exercisable within 60 days of our record date.
(3)
Mr. Gunnelson ceased to be an executive officer on March 23, 2018.


Security Ownership of Certain Beneficial Owners

The table below shows information for persons known to us to beneficially own more than 5% of our common stock based on their filings with the SEC through May 7, 2019.

Name
  Total Beneficial
Ownership
  Percentage of
Issued and
Outstanding
(1)
 

 

 

 

 

 

 

 

 

Canada Pension Plan Investment Board (“ CPPIB ”)

    16,572,106     18.7%  

One Queen Street East, Suite 2500

             

Toronto, ON M5C 2W5 (2)

             

FMR, LLC

    6,462,516     7.3%  

245 Summer Street

             

Boston, MA 02210 (3)

             

The Vanguard Group

    6,301,372     7.1%  

100 Vanguard Blvd

             

Malvern, PA 19355 (4)

             

JPMorgan Chase & Co. 

    5,763,047     6.5%  

270 Park Avenue

             

New York, NY 10017 (5)

             

Blackrock, Inc. 

    4,978,355     5.6%  

55 East 52 nd  Street

             

New York, NY 10017

             

SMALLCAP World Fund, Inc. 

    4,785,502     5.4%  

6455 Irvine Center Drive

             

Irvine, CA 92618

             
(1)
Percentage is calculated using the number of shares of Advanced Disposal common stock outstanding as of May 7, 2019.
(2)
Pursuant to Schedule 13D/A filed on April 16, 2019, the amount reported consists of shares beneficially owned as of April 16, 2019 by CPPIB. CPPIB is overseen by a board of directors. None of the directors of that board of directors has sole voting or dispositive power with respect to the shares of Advanced Disposal common stock owned by CPPIB.
(3)
Pursuant to Schedule 13G/A filed on February 13, 2019, the amount reported consists of shares beneficially owned as of December 31, 2018, by FMR, with sole voting power to vote 1,825,140 shares and sole power to dispose or to direct the disposition of 6,462,516 shares held by Abigail P. Johnson.
(4)
Pursuant to Schedule 13G/A filed on February 11, 2019, the amount reported consists of shares beneficially owned as of December 31, 2018, by Vanguard, with sole voting power of 143,249 shares, shared voting of 5,000 shares, sole dispositive power of 6,158,618 shares and shared dispositive power of 142,754 shares.
(5)
Pursuant to Schedule 13G/A filed on January 9, 2019, the amount reported consists of shares beneficially owned as of December 31, 2018 by JPMorgan.
(6)
Pursuant to Schedule 13G/A filed on February 8, 2019, the amount reported consists of shares beneficially owned as of December 31, 2018 by BlackRock.
(7)
Pursuant to Schedule 13G/A filed on February 14, 2019, the amount reported consists of shares that SMALLCAP may vote, under certain circumstances, as of December 31, 2018. SMALLCAP is an investment company registered under the Investment Company Act of 1940, which is advised by Capital Research and Management Company.

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APPRAISAL RIGHTS

If the merger agreement is adopted by Advanced Disposal stockholders, stockholders who do not vote in favor of the proposal to adopt the merger agreement and who properly exercise and perfect their demand for appraisal of their shares in accordance with Section 262 of the DGCL (which we refer to as “ Section 262 ”) will be entitled to appraisal rights in connection with the merger.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached as Annex D to this proxy statement. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of Advanced Disposal common stock is entitled to demand appraisal for the shares registered in that holder’s name. A person having a beneficial interest in shares of Advanced Disposal common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Advanced Disposal common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee.

Under Section 262, holders of shares of Advanced Disposal common stock who do not vote in favor of the proposal to adopt the merger agreement, who continuously are the record holders of such shares through the effective time, and who otherwise follow the procedures set forth in Section 262 will be entitled to the appraisal by the Delaware Court of Chancery of the fair value of their shares of Advanced Disposal common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value of the shares from the effective date of the merger, as determined by the Delaware Court of Chancery. At any time before the entry of judgment in the proceedings, the surviving company may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Advanced Disposal notice to its stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is attached as Annex D to this proxy statement. In connection with the merger, any holder of Advanced Disposal common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex D carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the merger consideration described in the merger agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Advanced Disposal common stock, if a stockholder considers exercising such rights, Advanced Disposal urges such stockholder to seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of Advanced Disposal common stock must do ALL of the following:

the stockholder must NOT vote in favor of the proposal to adopt the merger agreement. Because a proxy that is signed and submitted but does not otherwise contain voting instructions will, unless revoked, be voted in favor of the merger agreement, a stockholder who votes by proxy and who

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    wishes to exercise appraisal rights must vote against the proposal to adopt the merger agreement, abstain or not vote its shares;

the stockholder must deliver to Advanced Disposal a written demand for appraisal before the vote on the proposal to adopt the merger agreement at the Special Meeting;

the stockholder must continuously hold the shares of Advanced Disposal common stock from the date of making the demand through the effective time. A stockholder will lose appraisal rights if the stockholder transfers the shares before the effective time; and

the stockholder or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within one hundred twenty (120) days after the effective time. The surviving company is under no obligation to file any such petition in the Delaware Court of Chancery and has no intention of doing so. Accordingly, it is the obligation of Advanced Disposal stockholders to take all necessary action to perfect their appraisal rights in respect of shares of Advanced Disposal common stock within the time prescribed in Section 262.

Filing Written Demand

Any holder of shares of Advanced Disposal common stock wishing to exercise appraisal rights must deliver to Advanced Disposal, before the vote on the adoption of the merger agreement at the Special Meeting at which the proposal to adopt the merger agreement will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not submit a blank proxy or vote in favor of the proposal to adopt the merger agreement. A holder of shares of Advanced Disposal common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the proposal to adopt the merger agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to adopt the merger agreement, abstain from voting on the proposal to adopt the merger agreement or not vote its shares. Neither voting against the proposal to adopt the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the merger agreement. A proxy or vote against the proposal to adopt the merger agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the proposal to adopt the merger agreement at the Special Meeting of Advanced Disposal stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Advanced Disposal common stock is entitled to demand appraisal for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Advanced Disposal common stock should be executed by or on behalf of the holder of record, and must reasonably inform Advanced Disposal of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

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STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS, AND WHO WISH TO EXERCISE APPRAISAL RIGHTS, SHOULD CONSULT WITH THEIR BROKERS, BANKS AND NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BROKER, BANK OR OTHER NOMINEE HOLDER TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER, BANK OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, Florida, 32081, Attention: Michael K. Slattery, Corporate Secretary, and must be delivered before the vote on the merger agreement is taken at the Special Meeting and should be executed by, or on behalf of, the record holder of the shares of Advanced Disposal common stock.

Any holder of Advanced Disposal common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to Advanced Disposal a written withdrawal of the demand for appraisal within sixty (60) days after the effective date of the merger. However, any such attempt to withdraw the demand made more than sixty (60) days after the effective time will require written approval of the surviving company. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

Notice by the Surviving Company

If the merger is completed, within ten (10) days after the effective time, the surviving company will notify each holder of Advanced Disposal common stock who has complied with Section 262, and who has not voted in favor of the proposal to adopt the merger agreement, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within one hundred twenty (120) days after the effective time, but not thereafter, the surviving company or any holder of Advanced Disposal common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving company in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The surviving company is under no obligation to and has no present intention to file a petition, and holders should not assume that the surviving company will file a petition or initiate any negotiations with respect to the fair value of shares of Advanced Disposal common stock. Accordingly, any holders of Advanced Disposal common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of Advanced Disposal common stock within the time and in the manner prescribed in Section 262. The failure of a holder of Advanced Disposal common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within one hundred twenty (120) days after the effective time, any holder of Advanced Disposal common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving company a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the merger agreement and with respect to which Advanced Disposal has received demands for appraisal and the aggregate number of holders of such shares. The

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surviving company must mail this statement to the requesting stockholder within ten (10) days after receipt of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the surviving company the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of Advanced Disposal common stock and a copy thereof is served upon the surviving company, the surviving company will then be obligated within twenty (20) days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

Determination of Fair Value

After determining the holders of Advanced Disposal common stock entitled to appraisal, the Delaware Court of Chancery will appraise the fair value of the shares of Advanced Disposal common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving company may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. In Weinberger v. UOP, Inc. (which we refer to as “ Weinberger ”) the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “ [ f ] air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc. , the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [ that ] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the

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consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Advanced Disposal believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration . Neither Advanced Disposal nor Waste Management anticipates offering more than the merger consideration to any stockholder of Advanced Disposal exercising appraisal rights, and each of Advanced Disposal and Waste Management reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the fair value of a share of Advanced Disposal common stock is less than the merger consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of Advanced Disposal common stock under Section 262 fails to perfect, or loses his or her appraisal rights, or successfully withdraws such demand for appraisal, the stockholder’s shares of Advanced Disposal common stock will be deemed to have been converted at the effective time into the right to receive the merger consideration applicable to the shares, less applicable withholding taxes. A stockholder will fail to perfect, or lose, his or her appraisal rights, or effectively withdraw a demand for appraisal, if no petition for appraisal is filed within one hundred twenty (120) days after the effective time or if the stockholder delivers to the surviving company a written withdrawal of the holder’s demand for appraisal and an acceptance of the merger consideration in accordance with Section 262.

From and after the effective time, no stockholder who has demanded appraisal rights will be entitled to vote Advanced Disposal common stock for any purpose, or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Advanced Disposal common stock, if any, payable to stockholders of Advanced Disposal of record as of a time prior to the effective time; provided, however, that, if no petition for an appraisal is filed, or if the stockholder delivers to the surviving company a written withdrawal of the demand for an appraisal and an acceptance of the merger, either within sixty (60) days after the effective time or thereafter with the written approval of the surviving company, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of Advanced Disposal without the approval of the Delaware Court of Chancery.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder of Advanced Disposal wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

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FUTURE STOCKHOLDER PROPOSALS

If the merger is completed, Advanced Disposal will have no public stockholders, and there will be no public participation in any of our future stockholder meetings. However, if the merger is not completed, stockholders will continue to be entitled to attend and participate in meetings of stockholders. On May 7, 2019, Advanced Disposal announced that the Board has postponed the 2019 Annual Meeting of Stockholders given the merger. If the merger is completed by December 2019, Advanced Disposal does not expect to hold the 2019 Annual Meeting of Stockholders, and there will be no public participation in any future meetings of Advanced Disposal's stockholders because, following completion of the merger, Advanced Disposal common stock will be de-listed from NYSE and de-registered under the Exchange Act, and Advanced Disposal will no longer be a publicly-traded company. However, if the merger is not completed by December 2019 or if Advanced Disposal is otherwise required to do so under applicable law, Advanced Disposal will take such further action as it deems necessary or appropriate to call and convene future meetings of Advanced Disposal stockholders, and stockholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for such future annual meetings of Advanced Disposal stockholders in accordance with Rule 14a-8 of the Exchange Act and the amended and restated bylaws of Advanced Disposal, as described below.

Our amended and restated bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders must provide timely notice of such proposed business in writing in order to be considered by the stockholders of the Company at the annual meeting. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, our principal executive office at Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, Florida 32081, Attention: Corporate Secretary, not less than ninety (90) days nor more than hundred-twenty (120) days prior to the first anniversary of the date on which Advanced Disposal held the preceding year’s annual meeting. In the event that the date of the annual meeting is delayed by more than seventy (70) days from the anniversary date of the previous year’s meeting, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. The notice must also describe the stockholder proposal in reasonable detail and provide certain other information required by Advanced Disposal amended and restated bylaws. A copy of Advanced Disposal’s amended and restated bylaws is available upon request without charge from the Corporate Secretary of Advanced Disposal at the address set forth above.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy statements and other information that we file electronically with the SEC. The address of that website is www.sec.gov .

Advanced Disposal filings referred to above are also available on our Internet website, https://www.advanceddisposal.com , under “Investors,” without charge. Information contained on our Internet website does not constitute a part of this proxy statement. In addition, you may obtain a copy of the reports, without charge, upon written request to: Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Corporate Secretary. Each such request must set forth a good faith representation that, as of the close of business on the record date, the person making the request was a beneficial owner of Advanced Disposal common stock entitled to vote at the Special Meeting. In order to ensure timely delivery of such documents before the Special Meeting, any such request should be made promptly to Advanced Disposal. A copy of any exhibit to a filing may be obtained upon request by a stockholder (for a fee limited to Advanced Disposal’s reasonable expenses in furnishing the exhibit) to Advanced Disposal Services, Inc., 90 Fort Wade Road, Ponte Vedra, FL 32081, Attention: Corporate Secretary.

The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference in this proxy statement is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. Information in documents that is deemed, in accordance with SEC rules, to be furnished and not filed will not be deemed to be incorporated by reference into this proxy statement. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement, and before the date of the Special Meeting (including any adjournment or postponement thereof):

Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 26, 2019;

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed on April 30, 2019;

Definitive Proxy Statement for Advanced Disposal 2019 annual meeting of stockholders, filed on April 3, 2019; and

Current Reports on Form 8-K, filed on April 15, 2019, April 30, 2019 and May 8, 2019.

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference into this proxy statement.

No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement, and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated [ · ], 2019. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to Advanced Disposal stockholders does not and will not create any implication to the contrary.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

Among

ADVANCED DISPOSAL SERVICES, INC.,

WASTE MANAGEMENT, INC.

and

EVERGLADES MERGER SUB INC.

Dated as of April 14, 2019


Table of Contents


TABLE OF CONTENTS

 
   
  Page

RECITALS

  A-1

  

 

 

   

ARTICLE I THE MERGER

  A-1

SECTION 1.1

 

The Merger

 
A-1

SECTION 1.2

 

Closing

  A-1

SECTION 1.3

 

Effective Time

  A-2

SECTION 1.4

 

Certificate of Incorporation; Bylaws

  A-2

SECTION 1.5

 

Directors and Officers

  A-2

  

 

 

   

ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS

  A-2

SECTION 2.1

 

Effect on Capital Stock

 
A-2

SECTION 2.2

 

Treatment of Options, PSUs, RSUs and Restricted Shares

  A-3

SECTION 2.3

 

Surrender of Shares; Payment

  A-4

SECTION 2.4

 

Appraisal Rights

  A-7

SECTION 2.5

 

Adjustments

  A-7

  

 

 

   

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  A-7

SECTION 3.1

 

Organization and Qualification; Subsidiaries

 
A-8

SECTION 3.2

 

Certificate of Incorporation and Bylaws

  A-8

SECTION 3.3

 

Capitalization

  A-8

SECTION 3.4

 

Authority

  A-10

SECTION 3.5

 

No Conflict; Required Filings and Consents

  A-10

SECTION 3.6

 

Compliance; Permits

  A-11

SECTION 3.7

 

SEC Filings; Financial Statements; Undisclosed Liabilities

  A-13

SECTION 3.8

 

Contracts

  A-15

SECTION 3.9

 

Absence of Certain Changes and Events

  A-17

SECTION 3.10

 

Absence of Litigation

  A-17

SECTION 3.11

 

Employee Benefit Plans

  A-18

SECTION 3.12

 

Labor and Employment Matters

  A-19

SECTION 3.13

 

Insurance

  A-20

SECTION 3.14

 

Properties

  A-20

SECTION 3.15

 

Tax Matters

  A-21

SECTION 3.16

 

Intellectual Property

  A-23

SECTION 3.17

 

Environmental Matters

  A-23

SECTION 3.18

 

Opinion of Financial Advisor

  A-24

SECTION 3.19

 

Brokers

  A-24

SECTION 3.20

 

Information in the Proxy Statement

  A-24

SECTION 3.21

 

Related Party Transactions

  A-25

SECTION 3.22

 

Takeover Statutes

  A-25

SECTION 3.23

 

Company Requisite Vote

  A-25

SECTION 3.24

 

Rights Plan

  A-25

SECTION 3.25

 

No Other Representations or Warranties

  A-25

  

 

 

   

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

  A-25

SECTION 4.1

 

Organization

 
A-25

SECTION 4.2

 

Authority

  A-26

A-i


Table of Contents

 
   
  Page

SECTION 4.3

 

No Conflict; Required Filings and Consents

  A-26

SECTION 4.4

 

Absence of Litigation

  A-27

SECTION 4.5

 

Operations and Ownership of Merger Sub

  A-27

SECTION 4.6

 

Brokers

  A-27

SECTION 4.7

 

Funding

  A-27

SECTION 4.8

 

Ownership of Shares

  A-27

SECTION 4.9

 

Information in the Proxy Statement

  A-27

SECTION 4.10

 

Agreements with Company Stockholders, Directors, Officers and Employees

  A-28

SECTION 4.11

 

No Other Representations or Warranties

  A-28

  

 

 

   

ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER

  A-28

SECTION 5.1

 

Conduct of Business of the Company Pending the Merger

 
A-28

SECTION 5.2

 

No Control of Company’s Business

  A-31

  

 

 

   

ARTICLE VI ADDITIONAL AGREEMENTS

  A-32

SECTION 6.1

 

Acquisition Proposals

 
A-32

SECTION 6.2

 

Proxy Statement

  A-35

SECTION 6.3

 

Stockholders Meeting

  A-36

SECTION 6.4

 

Further Action; Efforts

  A-37

SECTION 6.5

 

Notification of Certain Matters

  A-39

SECTION 6.6

 

Access to Information and Cooperation; Confidentiality

  A-39

SECTION 6.7

 

Stock Exchange Delisting

  A-40

SECTION 6.8

 

Publicity

  A-41

SECTION 6.9

 

Employees and Employee Benefits

  A-41

SECTION 6.10

 

Directors’ and Officers’ Indemnification and Insurance

  A-42

SECTION 6.11

 

Transaction Litigation

  A-44

SECTION 6.12

 

Obligations of Merger Sub

  A-45

SECTION 6.13

 

Rule 16b-3

  A-45

SECTION 6.14

 

Financing Cooperation

  A-45

SECTION 6.15

 

Debt Offers

  A-47

SECTION 6.16

 

Anti-Takeover Statute

  A-49

SECTION 6.17

 

Resignation of Directors

  A-49

  

 

 

   

ARTICLE VII CONDITIONS OF MERGER

  A-49

SECTION 7.1

 

Conditions to Obligation of Each Party to Effect the Merger

 
A-49

SECTION 7.2

 

Conditions to Obligations of Parent and Merger Sub

  A-50

SECTION 7.3

 

Conditions to Obligations of the Company

  A-50

  

 

 

   

ARTICLE VIII TERMINATION; AMENDMENT AND WAIVER

  A-51

SECTION 8.1

 

Termination

 
A-51

SECTION 8.2

 

Effect of Termination

  A-52

SECTION 8.3

 

Expenses

  A-54

  

 

 

   

ARTICLE IX GENERAL PROVISIONS

  A-54

SECTION 9.1

 

Non-Survival of Representations, Warranties, Covenants and Agreements

 
A-54

SECTION 9.2

 

Modification or Amendment

  A-55

SECTION 9.3

 

Waiver

  A-55

SECTION 9.4

 

Notices

  A-55

SECTION 9.5

 

Certain Definitions

  A-56

SECTION 9.6

 

Severability

  A-62

A-ii


Table of Contents

A-iii


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INDEX OF DEFINED TERMS

Acceptable Confidentiality Agreement

  A-56

Acquisition Proposal

  A-32

Actions

  A-37

Affiliate

  A-56

Agreement

  A-1

Anticorruption Laws

  A-11

Antitrust Law

  A-57

Applicable Date

  A-13

Award

  A-57

Bankruptcy and Equity Exception

  A-10

Beneficial Ownership Regulation

  A-57

Book-Entry Share

  A-3

Business Day

  A-57

Bylaws

  A-8

Cancelled Shares

  A-2

Capitalization Date

  A-8

Cash-Out Option

  A-3

Certificate

  A-3

Certificate of Incorporation

  A-8

Certificate of Merger

  A-2

Change of Recommendation

  A-36

Charter

  A-2

Closing

  A-1

Closing Date

  A-2

Code

  A-6

Collective Bargaining Agreements

  A-19

Common Stock

  A-2

Company

  A-1

Company 401(k) Plans

  A-42

Company Board

  A-1

Company Credit Agreement

  A-57

Company Disclosure Schedule

  A-8

Company Divestiture Action

  A-39

Company Notice

  A-34

Company Plan

  A-57

Company Requisite Vote

  A-10

Company Securities

  A-9

Company Stock Plans

  A-57

Company Termination Fee

  A-53

Confidentiality Agreement

  A-40

Consent Solicitation

  A-47

Continuing Employee

  A-57

Continuing Non-Union Employee

  A-41

Continuing Union-Represented Employees

  A-41

Contract

  A-15

control

  A-57

Costs

  A-43

D&O Insurance

  A-44

Data Room

  A-58

A-iv


Table of Contents

Debt Financing

  A-58

Debt Offer

  A-47

DGCL

  A-1

Dissenting Shares

  A-7

DOJ

  A-37

Effective Time

  A-2

End Date

  A-51

Environmental Laws

  A-24