San Diego, CA -- (SBWire) -- 10/13/2022 --An investigation was announced concerning potential breaches of fiduciary duties by certain directors and officers of Waste Management, Inc. (NYSE: WM).
Investors in certain Waste Management, Inc. (NYSE: WM) Senior Notes, have certain options and should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 - 1554.
The investigation by a law firm for investors in certain Waste Management, Inc. (NYSE: WM) Senior Notes follows a lawsuit filed over alleged securities laws violations.
On June 10, 2022, a lawsuit was filed over alleged violations of Federal Securities Laws by Waste Management, Inc.
The lawsuit was filed for investors in senior notes (2.95% Senior Notes due 2024; (ii) 3.20% Senior Notes due 2026; (iii) 3.45% Senior Notes due 2029; and (iv) 4.00% Senior Notes due 2039) of Waste Management, Inc. (NYSE: WM).
On April 14, 2019, Waste Management, Inc entered into an agreement and plan of merger (the "Merger") to acquire Advanced Disposal Systems, Inc. for $4.9 billion, or $33.15 per share. The Merger was conditioned upon an Advanced Disposal Systems, Inc shareholder vote and obtaining antitrust clearance from regulators, including the U.S. Department of Justice ("DOJ").
On May 14, 2019, Waste Management, Inc. issued $4 billion worth of senior notes in a public offering to finance Waste Management's acquisition of Advanced Disposal Services. All series received an investment grade rating. As described in the final prospectus for the Notes, four of the five series, totaling $3 billion in principal, were subject to a special mandatory redemption ("SMR") clause in the merger agreement. The SMR clause required Waste Management to repurchase the Notes for 101% of par in the event the Merger was not completed by July 14, 2020, the end date under the Merger Agreement (the "End Date"). In the Notes prospectus, Waste Management represented that the "Merger will close by the first quarter of 2020." And to address the concerns raised by the DOJ, Waste Management and Advanced Disposal Services engaged in extensive negotiations with several potential divesture buyers, including GFL Environmental, Inc., for the divesture of assets well in excess of the Antitrust Revenue Threshold.
On October 25, 2019, Waste Management, Inc, Advanced Disposal Systems, Inc, and the DOJ entered into a timing agreement that provided for a minimum 70-day settlement period during which the parties would attempt to reach an agreement on DOJ approval for the Merger, which included DOJ approval of the amount of Waste Management, Inc 's asset divestures. Unbeknownst to investors, during this process the DOJ informed Waste Management, Inc that its agreement to divest $200 million in revenue-producing assets to address antitrust concerns would be insufficient for regulatory approval. The DOJ concluded that the combination of Waste Management, Inc and Advanced Disposal Systems, Inc would, without divestures significantly in excess of $200 million, cause harm to municipal solid waste disposal in 24 geographic markets across 8 states, and cause harm to small container commercial waste collection in 33 geographic markets located in 6 states.
On June 24, 2020, Waste Management, Inc disclosed that the Company and Advanced Disposal Systems, Inc S had revised the terms of the Merger and that Waste Management, Inc needed to divest substantially more assets than previously disclosed to receive DOJ approval for the deal. Under the revised Merger terms, Waste Management, Inc agreed to purchase ADS for $4.6 billion, or $30.30 per share, thereby reducing Waste Management, Inc 's acquisition cost by approximately $300 million to $4.6 billion. In addition, Waste Management, Inc and Advanced Disposal Systems, Inc had agreed to sell $835 million worth of assets in an attempt to satisfy antitrust regulators, which assets were responsible for generating approximately $345 million in 2019 revenue. WM also revealed that the deal was now not expected to close until "the end of the third quarter of 2020" – six months later than had been represented by defendants at the start between February 13, 2020 and June 23, 2020 and, critically, after the end date which triggered the redemption feature of the Notes.
On this news, the prices of the Notes fell significantly.
According to the complaint the plaintiff alleges that between February 13, 2020 and June 23, 2020, the defendants made false and/or misleading statements and/or failed to disclose that: (i) the DOJ had indicated to Waste Management that it would require Waste Management to divest significantly more assets than the $200 million Antitrust Revenue Threshold; (ii) as a result, the merger would not be completed by the End Date; and (iii) the Notes would be subject to mandatory redemption at 101% of par.
Those who purchased senior notes (2.95% Senior Notes due 2024; (ii) 3.20% Senior Notes due 2026; (iii) 3.45% Senior Notes due 2029; and (iv) 4.00% Senior Notes due 2039) of Waste Management, Inc. (NYSE: WM) between February 13, 2020, and June 23, 2020 have certain options and should contact the Shareholders Foundation.
Contact:
Shareholders Foundation, Inc.
Michael Daniels
3111 Camino Del Rio North - Suite 423
92108 San Diego
Phone: +1-(858)-779-1554
Fax: +1-(858)-605-5739
mail@shareholdersfoundation.com
About The Shareholders Foundation
The Shareholders Foundation, Inc. is a professional portfolio monitoring and settlement claim filing service, , which does research related to shareholder issues and informs investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market. Shareholders Foundation, Inc. is in contact with a large number of shareholders and offers help, support, and assistance for every shareholder. The Shareholders Foundation, Inc. is not a law firm. Referenced cases, investigation, and/or settlements are not filed/reached and/or related to Shareholders Foundation. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.
Waste Management, Inc. (NYSE:WM) Senior Notes Investor Alert: Investigation of Potential Wrongdoing
An investigation on behalf of certain investors in Waste Management, Inc. (NYSE:WM) Senior Notes) over possible breaches of fiduciary duty by certain officers and directors was announced.