Bond Advanced Waste Solutions 8.25% ( US00101NAB38 ) in USD

Advanced Waste Solutions

100 % ⇌

United States

US00101NAB38 ( in USD )

8.25% per year ( payment 2 times a year)

01/10/2020 - Bond has expired

Prospectus brochure of the bond Advanced Disposal Services US00101NAB38 in USD 8.25%, expired

2 000 USD

550 000 000 USD

00101NAB3

B- ( Highly speculative )

Caa2 ( Extremely speculative

Advanced Disposal Services, later acquired by Waste Management, was a North American waste management company providing non-hazardous waste collection, transfer, recycling, and disposal services.

The Bond issued by Advanced Waste Solutions ( United States ) , in USD, with the ISIN code US00101NAB38, pays a coupon of 8.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/10/2020

The Bond issued by Advanced Waste Solutions ( United States ) , in USD, with the ISIN code US00101NAB38, was rated Caa2 ( Extremely speculative by Moody's credit rating agency.

The Bond issued by Advanced Waste Solutions ( United States ) , in USD, with the ISIN code US00101NAB38, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-191109

PROSPECTUS

Offer to Exchange
all outstanding unregistered 8 1/4% Senior Notes due 2020
(CUSIP# 00101LAA9; U0072LAA1)
that were issued on October 9, 2012
($550,000,000 principal amount)
for
8 1/4% Senior Notes due 2020
that have been registered under the Securities Act of 1933
($550,000,000 principal amount)

This prospectus and accompanying letter of transmittal relate to the proposed offer by ADS Waste Holdings, Inc., a Delaware corporation (the
"Issuer"), to exchange up to $550,000,000 aggregate principal amount of its 8 1/4% Senior Notes due 2020 (the "exchange notes"), which are registered
under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its unregistered 8 1/4% Senior Notes due 2020 (the "unregistered
notes") that were issued on October 9, 2012 (the "exchange offer"). The exchange notes are jointly and severally and fully and unconditionally guaranteed
on a senior unsecured basis by all of our current and future U.S. subsidiaries that guarantee our senior secured credit facilities (collectively, the
"guarantors"). The guarantees are subject to possible release as provided in the indenture in the circumstances described under "Description of Exchange
Notes--Subsidiary Guarantees." The unregistered notes have certain transfer restrictions. The exchange notes will be freely transferable.

· THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 9, 2013, UNLESS WE

EXTEND THE OFFER.

· Tenders of outstanding unregistered notes may be withdrawn at any time before 12:00 midnight on the date the exchange offer expires.

· All outstanding unregistered notes that are validly tendered and not validly withdrawn will be exchanged.

· The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except they are registered under the Securities

Act and do not have transfer restrictions, registration rights or rights to additional interest.

· The exchange of unregistered notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.

· The Issuer will not receive any proceeds from the exchange offer.

· The exchange notes will not be listed on any exchange.
Each broker-dealer that receives exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale
of the exchange notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may use this prospectus, as we may
amend or supplement it in the future, for resales of exchange notes.

We are an "emerging growth company" as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to
comply with certain reduced public company reporting requirements.

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Please see "Risk Factors" beginning on page 17 for a discussion of certain factors you should consider in
connection with the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 8, 2013.
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Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered note to be exchanged,
together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent
identified in this prospectus. Alternatively, you may effect a tender of unregistered notes by book-entry transfer into the exchange
agent's account at The Depository Trust Company ("DTC"). All deliveries are at the risk of the holder. You can find detailed
instructions concerning delivery in the section called "The Exchange Offer" in this prospectus and in the accompanying letter of
transmittal.
TABLE OF CONTENTS

Page
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
ii
EMERGING GROWTH COMPANY STATUS
iii
MARKET, INDUSTRY AND FINANCIAL DATA
iii
PROSPECTUS SUMMARY
1
RISK FACTORS
17
RATIO OF EARNINGS TO FIXED CHARGES
31
USE OF PROCEEDS
31
CAPITALIZATION
32
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
33
SELECTED HISTORICAL FINANCIAL DATA
35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
36
BUSINESS
68
MANAGEMENT
85
DIRECTOR AND EXECUTIVE COMPENSATION
90
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
104
DESCRIPTION OF OTHER INDEBTEDNESS
105
THE EXCHANGE OFFER
106
DESCRIPTION OF EXCHANGE NOTES
116
PLAN OF DISTRIBUTION
157
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
158
LEGAL MATTERS
159
EXPERTS
159
CHANGE IN ACCOUNTANTS
159
WHERE YOU CAN FIND MORE INFORMATION
160
None of the Issuer or any guarantor has authorized anyone to provide you with any information or to make any representation
other than as contained in this prospectus. None of the Issuer or any guarantor takes any responsibility for, or can provide any
assurance as to the reliability of, any information others may give you. You should not assume that the information contained in this
prospectus is accurate as of any date other than the date on the front of this prospectus, regardless of the time of delivery of this
prospectus or any sale of the securities offered hereby.
Neither the Securities and Exchange Commission (the "SEC"), any state securities commission nor any other regulatory authority
has approved or disapproved the securities offered hereby, nor have any of the foregoing authorities passed upon or endorsed the
merits of this exchange offer or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
We are not making an offer of these securities in any state where the offer is not permitted.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of the U.S. federal securities laws. All statements other
than statements of historical facts in this prospectus, including, without limitation, those regarding our business strategy, financial
position, results of operations, plans, prospects and objectives of management for future operations (including development plans and
objectives relating to our activities), are forward-looking statements. Many, but not all, of these statements can be found by looking
for words like "expect," "anticipate," "goal," "project," "plan," "believe," "seek," "will," "may," "forecast," "estimate," "intend"
and "future" and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties
and other factors which could cause our actual results, performance or achievements to differ materially from the future results,
performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and
other factors include, but are not limited to:

· risks relating to our ability to compete;

· risks relating to our substantial indebtedness, our ability to service such debt and our ability to comply with debt

covenants;

· risks relating to our ability to meet liquidity needs;

· risks relating to our ability to implement our growth strategy as and when planned;

· risks associated with acquisitions;

· risks relating to our ability to realize operating efficiencies in the integration of the Acquisition or other business

combinations;

· risks relating to the seasonality of our business and fluctuations in quarterly operating results;

· risks relating to the timing, renewal and exclusivity of contracts;

· risks relating to possible impairment of goodwill and other intangible assets;

· risks relating to our dependence on senior, regional and local management;

· risks associated with technology;

· risks relating to litigation, regulatory investigations and tax examinations;

· risks relating to weather conditions or natural disasters;

· the risk that we will not be able to improve margins;

· risks relating to the availability of qualified employees, particularly in new or more cost-effective locations;

· risks relating to the supply and price of fuel;

· risks relating to the pricing of commodities;

· risks relating to the shifting view of traditional waste streams as renewable resources in our industry;

· risks relating to the possible loss of key customers or loss of significant volumes from key customers;

· risks relating to government regulations;

· risks relating to the instability in the financial markets;

· risks relating to adverse capital and credit market conditions; and

· risks relating to the domestic and international economies.
The above examples are not exhaustive and new risks may emerge from time to time. Except as required by law, we undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections
regarding our present and future business strategies and the environment in which we will operate in the future. These forward-
looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release
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publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with
regard thereto or any change of events, conditions or circumstances on which any such statement was based.

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EMERGING GROWTH COMPANY STATUS
We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act ("JOBS Act"), and we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
"emerging growth companies." See "Risk Factors--Risks Related to Our Business--As an "emerging growth company" under the
JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements." Accordingly, we have
included three, rather than five, years of selected financial data.
In addition, for so long as we are an emerging growth company, we will not be required to:

·
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley

Act of 2002;

·
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding

mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and
the financial statements (i.e., an auditor discussion and analysis);

·
submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay," "say-on-frequency"

and "say-on-golden parachutes" votes; and

·
disclose certain executive compensation-related items such as the correlation between executive compensation and

performance and comparisons of the CEO's compensation to median employee compensation.
Section 107 of the JOBS Act allows us to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the
Securities Act for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this
exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not
emerging growth companies.
We may remain an "emerging growth company" until the earliest of: (i) the last day of the fiscal year during which we have total
annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first
sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous-3 year
period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a "large accelerated filer," as
defined under the federal securities laws.
MARKET, INDUSTRY AND FINANCIAL DATA
This prospectus contains statistical data that we obtained from public industry publications, including the Waste Market
Overview & Outlook 2012 (Waste Business Journal, San Diego, CA, www.wastebusinessjournal.com). These publications generally
indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and
completeness of their information. Although we believe that the publications are reliable, neither we nor the exchange agent has
independently verified market industry data provided by third parties, and we and the exchange agent take no further responsibility for
this data. Similarly, while we believe our management's estimates with respect to our industry are reliable, our estimates have not
been verified by any independent sources, and neither we nor the exchange agent can assure you that they are accurate.
Some financial information in this prospectus has been rounded and, as a result, the numerical figures shown as totals in this
prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them.

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PROSPECTUS SUMMARY
The following summary includes highlights of the more detailed information and consolidated financial statements
included elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you
should consider before participating in the exchange offer. The summary is qualified in its entirety by the more detailed
information and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.
For a more complete understanding of us, our business and the notes, we urge you to read this prospectus carefully, including
the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the notes thereto included elsewhere this prospectus, before
making a decision to participate in the exchange offer.
Unless otherwise noted, the terms "Company," "ADS Holdings," "we," "us" and "our" refer to ADS Waste Holdings,
Inc. and its consolidated subsidiaries. The term "guarantors" refers to our U.S. subsidiaries that guarantee our obligations
under the unregistered notes and the exchange notes.
Our Company
We are the largest privately owned non-hazardous solid waste management company in the United States and the
fourth-largest overall, as measured by revenue.* We are a leader in environmental services, providing non-hazardous solid waste
collection, transfer, recycling and disposal services for residential, commercial and industrial customers across the Southeast,
Midwest and Eastern regions of the United States as well as in the Commonwealth of the Bahamas. As of June 30, 2013, we serve
our customers through an extensive network of 99 collection operations, 88 transfer stations, 25 recycling facilities and 46
landfills across 20 states and in the Bahamas. We operate as a vertically integrated company, which entails collecting waste from
businesses and residences and disposing of that waste in our own landfills (referred to as internalization) or extracting those
components of collected waste that can be beneficially re-used. Our focus on vertical integration (controlling the waste stream
from inception to beneficial re-use or disposal) provides greater stability in the waste flow into our landfills and, therefore,
greater cash flow stability in our business.
We strategically focus on markets where we own a principal private disposal option and typically compete with no more
than one or two large national waste companies. Within the markets in which we operate, we have established a network of
vertically integrated geographic hubs to provide our customers with the high-quality comprehensive environmental services they
require. The waste collection and disposal business is a local business and, therefore, the characteristics and opportunities differ
in each of our markets. We believe our vertically integrated geographic hubs and extensive network of transfer stations and
landfills provide us with the most effective platform to capitalize on local growth opportunities and maximize the utilization of
our assets and the efficiency of our operations.
ADS Waste Holdings, Inc. was formed to be the parent company of ADStar Waste Holdings Corp. ("Advanced Disposal")
and HW Star Holdings Corp (the parent company of Highstar Waste Holdings, Corp or "Interstate Waste") and subsequently
purchased all of the stock of Veolia ES Solid Waste, Inc. ("Veolia SW" or "Veolia") from Veolia Environnment S.A. through the
assignment of a share purchase agreement from Highstar Capital. The acquisition of Veolia SW closed on November 20, 2012
(the "Acquisition"). ADStar Waste Holdings Corp. was formed in November 2000 to build a vertically integrated environmental
services business in the Southeastern United States. Following the acquisition of ADStar Waste Holdings Corp. and HW Star
Holdings Corp by Highstar Capital in 2006, our management team, together with Highstar (as defined below), successfully
implemented growth and operational strategies to establish Advanced Disposal and Interstate Waste among the largest waste
management companies in their respective markets.

* Source: Management's analysis of market position based on information contained in the Waste Business Journal's Waste
Market Overview and Outlook 2012, giving effect to the Acquisition on a pro forma basis.

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Our Industry
According to the Waste Business Journal's Waste Market Overview & Outlook 2012, a third party industry publication, the
U.S. solid waste management industry generated $55 billion in revenue in 2011 and is expected to reach $62 billion by 2016. The
industry can be classified into the following asset categories: collection operations, transfer stations, landfills, recycling facilities
and waste-to-energy plants. Owning and integrating these assets in a specific geographic market (vertical integration) typically
drives greater efficiency and superior operating margins relative to non-integrated competitors. Leading waste companies attempt
to create vertically integrated assets in an effort to enhance their return on capital, thus driving consolidation in a highly
fragmented industry.
The solid waste management industry is relatively resistant to cyclical economic trends due to the essential nature of the
services provided. Service providers benefit from a number of factors, including: (i) the essential nature of the service due to
predictable waste generation on the part of residential and commercial customers; (ii) the absence of cost-effective substitutes to
collection, beneficial re-use and landfill disposal; (iii) the favorable role of government regulation in the reduction of landfills
that are not in compliance with the Resource Conservation and Recovery Act ("RCRA") Subtitle D regulations; (iv) high barriers
to entry created by the lengthy permitting process and significant capital costs of landfill development; (v) municipalities and
local governments increasingly turning over management of public services, including waste services, to private firms; and
(vi) the local nature of the business.
In general, growth in the solid waste management industry is tied to population growth and overall economic production,
including commercial and industrial activity. Volumes in the commercial and industrial sectors typically are more exposed to
economic cycles than residential revenues.

Source: Waste Market Overview & Outlook 2012, Third Edition, Waste Business Journal
Our Competitive Strengths
Vertically Integrated Solid Waste Services Platform. Our focus on vertical integration allows us to provide high-quality
service to our customers while simultaneously increasing growth opportunities and profitability. Waste collected from the
majority of our customers is internalized into our own transfer stations and landfills, allowing us to generate a steady, reliable
stream of waste volume and capture the incremental disposal margin that otherwise would be paid to a third party.

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Strategic Position in Attractive Markets. We have developed and implemented a disciplined market approach strategically
focused on markets where we own or can build vertically integrated geographic hubs, including a primary private disposal
option. We also operate in disposal-neutral markets, where the primary disposal option is controlled by a municipality or where
numerous disposal options are available. We serve primary (densely populated) and secondary (less populated) markets that meet
our selection criteria. While primary markets typically offer highly efficient route densities, secondary markets provide other
important advantages, such as greater opportunities to gain market share through new business and consolidation, and generally
higher and more stable pricing. We believe that this disciplined market selection approach, coupled with our dense network of
collection routes, transfer station network and landfill disposal sites is a major driving force behind success.
Diversified and Stable Business with Long-Term Contracts. We serve over 2.5 million residential customers,
approximately 266,000 commercial and industrial customers and 706 municipalities, with no single customer representing more
than 1.8% of revenues in 2012. Our revenue base is distributed across various geographic markets and lines of business, which
provides significant diversification and protection from cyclical or event-driven disruptions in any specific market. The
advantage of these diverse revenue sources was demonstrated during the recent recession as construction and demolition volumes
declined significantly, while our revenues from our recurring customers continued to grow. We also benefit from long-term
contracts with municipalities and commercial collection customers. These long-term contracts, which range from three to five
years or longer, provide stable and predictable future cash flows.
Strategically Located and Difficult to Replicate Network of Landfill Assets with Long Useful Lives. We seek to
capitalize on our difficult to replicate network of vertically integrated geographic hubs, at the core of which lie strategically
located transfer stations, recycling facilities and landfills. Due to the high cost of new landfill development and stringent
environmental and community restrictions, existing landfills with significant disposal capacity are attractive and valuable assets.
Our major landfills either enjoy substantial remaining capacities or are currently undergoing expansion initiatives that will ensure
sufficient capacity for the foreseeable future. We have a strong track record of navigating regulatory approval processes, and are
confident in our ability to successfully complete ongoing expansion initiatives on schedule.
Exceptional Management Team. The key members of our management team have an average of approximately 21 years
experience in the waste industry, including operations, acquisitions and the development of disposal capacity. Under this
leadership, we have successfully executed a differentiated growth strategy in a mature industry that, we believe, positions us for
continued strong growth. Our senior management team is backed by an impressive group of regional, area, district and general
managers who ensure that our goals are met on a day-to-day basis. Most managers have either been recruited from larger publicly
traded environmental service companies or have started as entrepreneurs in the sector, and bring significant industry experience
to our local operations.
Our Strategy
Capitalize on our Vertically Integrated Geographic Hubs. Across our markets, we have developed vertically integrated
geographic hubs typically consisting of collection companies, transfer stations, recycling facilities and landfills. The fundamental
objective of this business model is to control the waste stream from inception through disposal or beneficial re-use. This business
model provides stable cash flows by reducing volume risk, maintaining high margins at our landfills in each hub and reducing the
impact of competition within the local marketplace through increased density of operations. Our high internalization rate of 64%
demonstrates the success of this strategy.

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Each vertically integrated geographic hub is managed locally. Our focus on local execution enables our managers to pinpoint
strategic growth opportunities and integrate new contract opportunities into our existing network of transfer stations and landfills,
further increasing internalization and the profitability of our operations.
Generate Sustainable Long-Term Growth. We seek to achieve a sustainable rate of long-term profitable growth while
efficiently operating and maintaining our assets. Our key growth strategies include: (i) growing volumes organically by training
and employing a highly skilled sales force; (ii) pursuing municipal contracting opportunities; (iii) pursuing tuck-in collection
acquisitions that can be merged with existing routes and provide volumes that can be internalized into existing landfills;
(iv) leveraging our national waste brokerage platform to internalize waste; and (v) entering into volume swaps with other waste
businesses that allow us to minimize waste transportation costs without reducing the daily volume intake at transfer stations and
disposal sites.
In addition to growing the business organically in existing regions, we seek to grow by entering new markets where we can
either build new vertically integrated geographic hubs or compete effectively in disposal-neutral marketplaces. We also seek to
expand our service offerings in response to evolving customer needs. For example, our expansion into complementary business
areas such as waste brokerage, landfill gas-to-energy and recycling enables us to better serve our customers while maintaining
control of the waste stream.
Maintain Financial Discipline. We have a demonstrated history of strong financial performance and have achieved these
results through strong execution of our growth strategy, while maintaining focus on prudent cost management and pricing
discipline to drive profitability. This strategy is implemented by our district and area managers who continuously monitor their
local markets and target profit maximization rather than throughput alone.
Our management team employs a diversified financial management approach and will focus on deleveraging through a
combination of: (i) free cash flow from operations; (ii) asset swaps or accretive tuck-in acquisitions; and (iii) outright asset
sales. We are committed to maintaining financial discipline by maintaining stable pricing as well as careful management of
returns on equity and capital deployed.
Promote Operational Excellence Through Implementation of Best Practices. We have developed, and consistently
implemented, best practices throughout our organization. We seek to increase operating margins and cash flow and drive higher
returns on invested capital by implementing programs focused on areas such as sales productivity and pricing effectiveness,
driver productivity, maintenance efficiency and effective purchasing. In addition, we are focused on the safety and well-being of
the people impacted by our organization, along with controlling cost increases associated with our health and welfare programs.
We have an exemplary record of environmental compliance due to our stringent compliance programs centered on training, risk
management and auditing. We have implemented multiple training programs that have been internally developed across all of our
operations. In addition, we have partnered with loss control vendors to provide supplemental training and risk management
resources to our personnel.
Disciplined Acquisition Strategy. Since 2006, our management has successfully completed 87 acquisition and development
projects. In assessing potential acquisitions, development projects and municipal contracts, we seek to maximize growth
opportunities by leveraging our vertically integrated geographic hubs to create asset concentration in targeted regions and drive
higher margins. We also examine opportunities when government entities privatize the operation of all or part of their solid waste
systems. Our strategic flexibility maximizes the potential to continue to utilize selective acquisitions to enter attractive new
markets and drive margin expansion.

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