Robbins Geller Rudman & Dowd LLP announces that it has filed a class action lawsuit seeking to represent purchasers of Waste Management, Inc. (NYSE: WM) redeemable senior notes (the “Notes”) between February 13, 2020 and June 23, 2020, inclusive (the “Class Period”). The Notes include the following senior redeemable notes issued by WM in May 2019: (i) 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. The Waste Management class action lawsuit – United Industrial Workers Pension Plan v. Waste Management, Inc., No. 22-cv-04838 (S.D.N.Y.) – charges Waste Management as well as certain of its top executives and directors with violations of the Securities Exchange Act of 1934.
If you suffered substantial losses and wish to serve as lead plaintiff, please submit your information here:
You can also contact attorney J.C. Sanchez of Robbins Geller by calling 800/449-4900 or via e-mail at firstname.lastname@example.org. Lead plaintiff motions for the Waste Management class action lawsuit must be filed with the court no later than August 8, 2022.
CASE ALLEGATIONS: On April 14, 2019, Waste Management entered into an agreement and plan of merger to acquire Advanced Disposal Services, Inc. for $4.9 billion, or $33.15 per share. The merger was conditioned upon, among other things: (i) the affirmative vote of the holders of a majority of the outstanding shares of Advanced Disposal Services at a special meeting of Advanced Disposal Services shareholders to be held on June 28, 2019 (which was ultimately obtained); and (ii) obtaining antitrust clearance from regulators, including the U.S. Department of Justice (“DOJ”). Knowing that the transaction posed significant antitrust concerns, Waste Management agreed in the Merger Agreement to divest up to $200 million in revenue-producing assets of the combined companies over a prior 12-month period (the “Antitrust Revenue Threshold”). Under the merger agreement, Waste Management maintained full control over the negotiating strategy for obtaining antitrust consent from the DOJ and was not obligated to divest assets that exceeded the Antitrust Revenue Threshold. Rather, Waste Management had a right to terminate the deal for failure to obtain antitrust approval.
On May 14, 2019, Waste Management 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.
The Waste Management class action lawsuit alleges that, throughout the Class Period, 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.
On June 24, 2020, Waste Management announced that it and Advanced Disposal Services had revised the terms of the merger and that Waste Management needed to divest substantially more assets than previously disclosed to receive DOJ approval for the deal. Under the revised merger terms, Waste Management had agreed to purchase Advanced Disposal Services for $4.6 billion, or $30.30 per share, thereby reducing Waste Management’s acquisition cost by approximately $300 million to $4.6 billion. In addition, Waste Management and Advanced Disposal Services 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. Notably, approximately $300 million of the total revenue related to assets and businesses were being sold to GFL Environmental, with whom Waste Management had been in extended negotiations for months prior to the Class Period. Furthermore, Waste Management 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 of the Class Period and, critically, after the End Date which triggered the SMR redemption feature of the Notes. As a result of this disclosure, the prices of the Notes fell significantly.
The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud. You can view a copy of the complaint by clicking here.
THE LEAD PLAINTIFF PROCESS: The Private Securities Litigation Reform Act of 1995 permits any investor who purchased or acquired the Waste Management Notes during the Class Period to seek appointment as lead plaintiff in the Waste Management class action lawsuit. A lead plaintiff is generally the movant with the greatest financial interest in the relief sought by the putative class who is also typical and adequate of the putative class. A lead plaintiff acts on behalf of all other class members in directing the Waste Management class action lawsuit. The lead plaintiff can select a law firm of its choice to litigate the Waste Management class action lawsuit. An investor’s ability to share in any potential future recovery of the Waste Management class action lawsuit is not dependent upon serving as lead plaintiff.
ABOUT ROBBINS GELLER: Robbins Geller is one of the world’s leading complex class action firms representing plaintiffs in securities fraud cases. The Firm is ranked #1 on the 2021 ISS Securities Class Action Services Top 50 Report for recovering nearly $2 billion for investors last year alone – more than triple the amount recovered by any other plaintiffs’ firm. With 200 lawyers in 9 offices, Robbins Geller is one of the largest plaintiffs’ firms in the world and the Firm’s attorneys have obtained many of the largest securities class action recoveries in history, including the largest securities class action recovery ever – $7.2 billion – in In re Enron Corp. Sec. Litig. Please visit the following page for more information:
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Robbins Geller Rudman & Dowd LLP
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J.C. Sanchez, 800-449-4900