Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2024

ADVANCED DRAINAGE SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware		001-36557	51-0105665
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)

4640 Trueman Boulevard,			43026
Hilliard,	Ohio
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (614) 658-0050

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WMS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 20, 2024, Advanced Drainage Systems, Inc. (the “Company”) issued a press release announcing the signing of a definitive agreement by the Company’s wholly owned subsidiary, Infiltrator Water Technologies, LLC, for the acquisition of Orenco Systems, Inc. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are being furnished as part of this report:


99.1						Press Release, dated August 20, 2024, issued by Advanced Drainage Systems, Inc.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ADVANCED DRAINAGE SYSTEMS, INC.

Date: August 20, 2024	By:	/s/ Scott A. Cottrill
	Name:	Scott A. Cottrill
	Title:	EVP, CFO & Secretary

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ANNOUNCES ACQUISITION OF ADVANCED WASTEWATER TREATMENT LEADER ORENCO SYSTEMS, INC.

•Enhances ADS’ position as a leader in water management solutions

•Expands offering and footprint in the highly attractive advanced wastewater treatment industry

•Aligns with core growth strategies and commitment to innovation

HILLIARD, Ohio – (August 20, 2024) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite septic wastewater industries, today announced the signing of a definitive agreement pursuant to which the Company’s wholly-owned subsidiary, Infiltrator Water Technologies (“Infiltrator”), will acquire Orenco Systems, Inc. (“Orenco”), a leading manufacturer of advanced onsite septic wastewater treatment products serving residential and non-residential end markets. The parties expect the transaction to close in the Company’s third quarter of fiscal 2025, subject to customary closing conditions.

“Orenco accelerates the Company’s growth in the advanced wastewater treatment space, opening up new opportunities in a highly fragmented and fast-growing segment of onsite septic wastewater,” said Scott Barbour, President and Chief Executive Officer. “This acquisition is a great strategic fit for the Infiltrator business. The enhanced portfolio of complementary solutions combined with the broader sales force, geographic reach and distribution footprint will drive further penetration in this attractive segment. We look forward to working with the Orenco team to continue building on both companies’ strengths to deliver exceptional products and services to customers.”

Combination Benefits

•Leadership – This transaction establishes a premier provider of residential and non-residential advanced wastewater treatment systems and expands sales in a fragmented segment driven by regulatory tailwinds.

•Innovation – By bringing together two industry leaders, there is significant opportunity to accelerate engineering and product development in an evolving market.

•Synergies – Collaboration on operational excellence will produce a scalable opportunity for efficiency, with an Infiltrator team that has a proven track record of margin expansion.

•Scale – The combined sales and engineering teams of Infiltrator and Orenco, as well as the combined operational footprint and distribution network, provide enhanced scale to further penetrate a growing segment.

•Environmental Stewardship – This transaction brings together two companies committed to creating innovative water management solutions that preserve water, the world’s most precious resource, with a shared commitment to safety, operational excellence and sustainability.

Transaction Details

Jefferies LLC acted as the exclusive financial advisor and Squire Patton Boggs LLP acted as legal advisor to ADS. Raymond James acted as financial advisor and Klehr Harrison Harvey Branzburg LLP acted as legal advisor to Orenco.

About Advanced Drainage Systems

Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite septic wastewater solutions that manages the world’s most precious resource: water. ADS and its subsidiary, Infiltrator Water Technologies, provide superior stormwater drainage and onsite septic wastewater products used in a wide variety of markets and applications including commercial, residential, infrastructure and agriculture, while delivering unparalleled customer service. ADS manages the industry’s largest company-owned fleet, an expansive sales team, and a vast manufacturing network of approximately 70 manufacturing plants and 40 distribution centers. The Company is one of the largest plastic recycling companies in North America, ensuring over half a billion pounds of plastic is kept out of landfills every year. Founded in 1966, ADS’ water management solutions are designed to last for decades. To learn more, visit the Company’s website at www.adspipe.com.

About Orenco

Orenco is a leading manufacturer of advanced wastewater treatment products serving residential, commercial and municipal end markets. Since 1981, Orenco Systems, Inc. has designed and manufactured innovative onsite and decentralized wastewater collection and treatment technologies. Orenco solutions include community collection systems, advanced treatment systems, watertight fiberglass tanks, and in-tank pumping and filtration systems. Orenco also manufactures OEM controls, as well as state-of-the-art fiberglass buildings, tanks, and enclosures.

Forward Looking Statements

Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,”

Exhibit 99.1

“continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; disruption or volatility in general business and economic conditions in the markets in which we operate; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of acquisitions; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effect of global climate change; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and monitor the effects of artificial intelligence, machine learning, and robotics on our business and operations; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to appropriately address any environmental, social or governance concerns that may arise from our activities; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact:

Michael Higgins

VP, Corporate Strategy & Investor Relations

(614) 658-0050

Michael.Higgins@adspipe.com

Cover	Aug. 20, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 20, 2024
Entity Registrant Name	ADVANCED DRAINAGE SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0105665
City Area Code	614
Local Phone Number	658-0050
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	WMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001604028
Amendment Flag	false
Entity File Number	001-36557
Entity Address, Address Line One	4640 Trueman Boulevard,
Entity Address, City or Town	Hilliard,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43026
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false