By Christopher Cole

Law360 (March 18, 2020, 3:09 PM EDT) -- Garbage removal giant Waste Management said Wednesday it cannot move as quickly as projected in taking over a solid waste disposal company for $4.9 billion due to coronavirus-related delays in antitrust reviews conducted by the U.S. Department of Justice.

Houston-based Waste Management Inc. disclosed the holdup in a regulatory filing, saying the planned merger with Ponte Vedra, Florida-based Advanced Disposal Services Inc., announced in April, was now not expected to close until possibly in the late second quarter. That's pushed back from an earlier time frame of completing the deal this quarter.

The companies learned the DOJ would be scrutinizing the deal in July, when they received a so-called second request for additional information beyond their merger disclosures. Such requests pause the antitrust merger review clock until the parties are deemed in "substantial compliance" with the probe, after which the government has 30 days to take action before a tie-up is allowed to go through.

But U.S. government precautions to contain the novel coronavirus have delayed merger reviews by the Antitrust Division at the DOJ and the Federal Trade Commission. Waste Management said Wednesday in a filing with the U.S. Securities and Exchange Commission that the delays would affect getting the deal done.

"As a result of, and subject to any further effects from, the COVID-19 (coronavirus) outbreak, and subject to obtaining final regulatory approval from the DOJ … the company now anticipates closing the merger mid to late second quarter," Waste Management said.

The DOJ said Tuesday it was asking companies with pending merger reviews to give antitrust enforcers an extra 30 days to look over deals as enforcers globally make changes to adjust to the coronavirus pandemic.

The changes include shifting all meetings to phone or video conference "absent extenuating circumstances." The FTC has switched to an all e-filing system for any premerger notification documents. And European Commission antitrust officials said that companies in the midst of merger proceedings should put off submitting their antitrust filings until further notice.

The DOJ said it's asking that companies pursuing deal clearance permit a 30-day addition to the timing agreements previously inked regulating agency scrutiny. Also, all scheduled depositions will be temporarily postponed and rescheduled to take place via "secure videoconferencing capabilities," the department said.

The Waste Management deal is expected to add Advanced Disposal's solid waste network of 94 collection operations, 73 transfer stations, 41 landfills and 22 owned or operated recycling facilities to its portfolio.

Under the deal, already approved by Advanced Disposal's shareholders, Waste Management said it would buy all the outstanding shares of Advanced Disposal for $33.15 per share. The deal also includes about $1.9 billion of Advanced Disposal's net debt.

Waste Management said Advanced Disposal, the fourth-largest solid waste company in the U.S., tallied approximately $1.6 billion in revenue in 2018 and $427 million in adjusted earnings before interest, tax, depreciation and amortization.

Advanced Disposal focuses its services on 16 states in the eastern U.S. and the Bahamas, where it serves roughly 3 million residential, commercial and industrial customers, according to last year's deal announcement.

Waste Management on Wednesday declined to comment beyond the SEC filing.

An Advanced Disposal spokesman declined to comment.

--Additional reporting by Bryan Koenig. Editing by Orlando Lorenzo.

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