WM Waste Management

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.

At the effective time of the Merger (the “Effective Time”), each share of Advanced Disposal common stock, par value $0.01 per share (“Advanced Disposal Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Advanced Disposal Common Stock (i) owned by the Company, Merger Sub or Advanced Disposal or any of their respective subsidiaries or (ii) for which appraisal rights were demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive $30.30 per share in cash, without interest (the “Per Share Merger Consideration”).

At the Effective Time, each vested and unvested option of Advanced Disposal Common Stock with a per share exercise price less than the Per Share Merger Consideration that was outstanding at the Effective Time was converted into the right to receive a cash amount equal to the product of (i) the number of shares of Advanced Disposal Common Stock subject to the option multiplied by (ii) the excess of the Per Share Merger Consideration over the per-share exercise price of such option, net of taxes. At the Effective Time, each performance share unit award outstanding as of immediately prior to the Effective Time was converted into the right to receive a cash payment equal to the product of (i) the number of shares of Advanced Disposal Common Stock equal to the greater of (x) the target number of shares of Advanced Disposal Common Stock with respect to such performance share unit award and (y) the number of shares of Advanced Disposal Common Stock that was considered earned under the terms of such performance share unit award based on the year-end results of Advanced Disposal for the 2019 fiscal year multiplied by (ii) the Per Share Merger Consideration, net of taxes.

At the Effective Time, each restricted share unit award and restricted share award outstanding immediately prior to the Effective Time was converted into the right to receive a cash payment equal to the product of (i) the number of shares of Advanced Disposal Common Stock subject to such restricted share unit award or restricted share award multiplied by (ii) the Per Share Merger Consideration, net of taxes.

The aggregate consideration used by the Company to consummate the Merger (including the funds required to pay for all equity securities of Advanced Disposal in connection with the Merger) was approximately $4.65 billion, which amount was funded through a combination of credit facilities and commercial paper.

The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2019, and is incorporated herein by reference. A copy of the Merger Agreement Amendment was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2020, and is incorporated herein by reference. Substantially concurrently with the Effective Time, the transactions contemplated by the Securities and Asset Purchase Agreement (the “Purchase Agreement”) dated June 24, 2020 (as amended by Amendment No. 1 to the Securities and Asset Purchase Agreement dated July 29, 2020, by Amendment No. 2 to the Securities and Asset Purchase Agreement dated October 9, 2020 and by Amendment No. 3 to the Securities and Asset Purchase Agreement dated October 30, 2020) by and among the Company, Advanced Disposal, GFL Holdco (US), LLC and GFL Environmental Inc. (solely for the purposes set forth in the Purchase Agreement) were consummated.