DOJ orders Waste Management to divest assets to proceed with Advanced Disposal Services acquisition

The U.S. Department of Justice (DOJ) announced Oct. 23 that Waste Management Inc., Houston, will be required to divest 15 landfills, 37 transfer stations, 29 hauling locations, more than 200 waste collection routes and other assets to proceed with its $4.6 billion acquisition of Ponte Vedra, Florida-based Advanced Disposal Services Inc. (ADS). The DOJ says that without the divestiture, the proposed acquisition would substantially lessen competition for small container commercial waste collection or municipal solid waste disposal services in over 50 local markets.

The DOJ’s Antitrust Division—along with five state attorneys general—filed a civil antitrust lawsuit Oct. 23 in the U.S. District Court for the District of Columbia to block the proposed transaction. At the same time, the department filed a proposed settlement that, if approved by the court, would resolve the competitive harm alleged in the complaint. The participating state attorneys general offices represent Florida, Illinois, Minnesota, Pennsylvania and Wisconsin.

“Without divestitures, this merger would have harmed competition for essential waste collection and disposal services throughout the country,” Assistant Attorney General Makan Delrahim says. “By requiring Waste Management and ADS to divest numerous facilities and assets in 10 states, [it] will ensure that businesses, municipalities and towns continue to benefit from competition for these critical services.”

According to the complaint, Waste Management and ADS supply small container commercial waste collection and municipal solid waste disposal services. In each of the local markets alleged in the complaint, Waste Management and ADS compete vigorously against each other and are either the only two or two of only a few significant providers of one or both of these services. The combination of the two companies would eliminate head-to-head competition between them and threaten the lower prices and better service that customers have realized from that competition, DOJ says.

Under the terms of the proposed settlement, Waste Management and ADS must divest assets covering more than 50 local markets including landfills, transfer stations, hauling locations and waste collection routes to Ontario-based GFL Environmental Inc. or to an alternate acquirer approved by the United States. 

On April 15, 2019, Waste Management announced its intent to acquire ADS. The deal, which was originally expected to close by the first quarter of 2020, has been repeatedly delayed by pending DOJ approval.

GFL announced June 24 that it had entered into a definitive agreement to purchase substantially all of the divestiture assets expected from the Waste Management/ADS deal.