SEC Form SC 13D/A filed by Advanced Drainage Systems Inc. (Amendment)

8/18/22 4:25:40 PM ET

$WMS

Containers/Packaging

Consumer Discretionary

Get the next $WMS alert in real time by email

SC 13D/A 1 d9740797_13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 9)

ADVANCED DRAINAGE SYSTEMS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00790R104

(CUSIP Number)

Sharlyn C. Heslam

Berkshire Partners Holdings LLC

200 Clarendon Street, 35^th Floor

Boston, MA 02116

(617) 227-0050

with a copy to:

Edward S. Horton, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

(212) 574-1265

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 16, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note. Schedule filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 00790R104

13D

Page 2 of 16

1	Names of Reporting Persons Berkshire Partners LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 1,968,728
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 1,968,728
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,728
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.4%*
14	Type of Reporting Person IA

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.

CUSIP No. 00790R104

13D

Page 3 of 16

1	Names of Reporting Persons Berkshire Fund IX, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 1,351,338
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 1,351,338
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,351,338
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.6%*
14	Type of Reporting Person PN

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.

CUSIP No. 00790R104

13D

Page 4 of 16

1	Names of Reporting Persons Berkshire Fund IX-A, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 553,573
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 553,573
11	Aggregate Amount Beneficially Owned by Each Reporting Person 553,573
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.7%*
14	Type of Reporting Person PN

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022

CUSIP No. 00790R104

13D

Page 5 of 16

1	Names of Reporting Persons Berkshire Investors III LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Massachusetts
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 32,736
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 32,736
11	Aggregate Amount Beneficially Owned by Each Reporting Person 32,736
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) Less than 0.1%*
14	Type of Reporting Person OO

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022

CUSIP No. 00790R104

13D

Page 6 of 16

1	Names of Reporting Persons Berkshire Investors IV LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 31,081
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 31,081
11	Aggregate Amount Beneficially Owned by Each Reporting Person 31,081
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) Less than 0.1%*
14	Type of Reporting Person OO

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022

CUSIP No. 00790R104

13D

Page 7 of 16

1	Names of Reporting Persons Stockbridge Fund, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 1,958,463
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 1,958,463
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,958,463
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.3%*
14	Type of Reporting Person PN

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022

CUSIP No. 00790R104

13D

Page 8 of 16

1	Names of Reporting Persons Stockbridge Partners LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 2,222,369
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 2,222,369
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,222,369
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.7%*
14	Type of Reporting Person IA

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022

CUSIP No. 00790R104

13D

Page 9 of 16

1	Names of Reporting Persons Berkshire Partners Holdings LLC
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 4,191,097
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 4,191,097
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,191,097
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 5.0%*
14	Type of Reporting Person OO

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022

CUSIP No. 00790R104

13D

Page 10 of 16

1	Names of Reporting Persons BPSP, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☑
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 4,191,097
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 4,191,097
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,191,097
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 5.0%*
14	Type of Reporting Person PN

*	Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022

CUSIP No. 00790R104

13D

Page 11 of 16

EXPLANATORY NOTE

This Amendment No. 9 ("Amendment No. 9") amends the Schedule 13D first filed on August 8, 2017, as amended on May 31, 2018, August 30, 2018, December 14, 2020, March 12, 2021, July 26, 2021, September 16, 2021, December 15, 2021 and June 14, 2022 (the "Schedule 13D"), and is being filed jointly by the following (each, a "Reporting Person" and collectively, the "Reporting Persons"): Berkshire Partners LLC ("BP" ), Berkshire Fund IX, L.P. ("BF IX" ), Berkshire Fund IX-A, L.P. ("BF IX-A" ), Berkshire Investors III LLC ("BI III"), Berkshire Investors IV LLC ("BI IV"), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF"), Stockbridge Partners LLC ("SP"), BPSP, L.P. ("BPSP") and Berkshire Partners Holdings LLC ("BPH"). Unless otherwise indicated, all capitalized terms not used and not defined herein have the respective meanings provided to them in the Schedule 13D.

Certain of the Reporting Persons filed a statement on Schedule 13G on August 27, 2015, as amended on February 16, 2016 and February 14, 2017 (the "Original Schedule 13G") with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 13(d) of the Act and Rule 13d-1(c) thereunder, with respect to their ownership of the shares of Common Stock.

CUSIP No. 00790R104

13D

Page 12 of 16

Item 5.

Interest in Securities of the Issuer

The twelfth paragraph of Item 5(a) and (b) is amended and restated in its entirety to read as follows:

Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.

As disclosed in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, there were 83,571,171 shares of Common Stock issued and outstanding as of July 27, 2022. Accordingly, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 5.0% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows:

BPH beneficially owns 5.0% of the Issuer's Common Stock.

ii.

BPSP beneficially owns 5.0% of the Issuer's Common Stock.

iii.

BP beneficially owns 2.4% of the Issuer's Common Stock.

iv.

SP beneficially owns 2.7% of the Issuer's Common Stock.

BF IX beneficially owns 1.6% of the Issuer's Common Stock.

vi.

BF IX-A beneficially owns 0.7% of the Issuer's Common Stock.

vii.

SF beneficially owns 2.3% of the Issuer's Common Stock.

viii.

BI III beneficially owns less than 0.1% of the Issuer's Common Stock.

ix.

BI IV beneficially owns less than 0.1% of the Issuer's Common Stock.

Item 5(c) is amended to add the following at the end thereof:

On August 16, 2022 each of BF IX, BF IX-A, BI III and BI IV completed a pro rata in-kind distribution of 687,577, 281,664, 15,260 and 15,499 shares of Common Stock, respectively, to their respective limited partners or members. Except as described in this Item 5(c), the Reporting Persons have not effected any transactions in the Common Stock during the 60-day period ended August 18, 2022.

Item 7. Material to be Filed as Exhibits.

Exhibit A Joint Filing Agreement

CUSIP No. 00790R104

13D

Page 13 of 16

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2022

		BERKSHIRE PARTNERS LLC

		By: BPSP, L.P.,
		its managing member

		By: Berkshire Partners Holdings LLC,
		its general partner

		By: /s/ Kenneth S. Bring
		Name: Kenneth S. Bring
		Title: Managing Director


		BERKSHIRE FUND IX, L.P.

		By: Ninth Berkshire Associates LLC,
		its general partner

		By: /s/ Kenneth S. Bring
		Name: Kenneth S. Bring
		Title: Managing Director


		BERKSHIRE FUND IX-A, L.P.

		By: Ninth Berkshire Associates LLC,
		its general partner

		By: /s/ Kenneth S. Bring
		Name: Kenneth S. Bring
		Title: Managing Director


		BERKSHIRE INVESTORS IV LLC

		By: /s/ Kenneth S. Bring
		Name: Kenneth S. Bring
		Title: Managing Director


		BERKSHIRE INVESTORS III LLC

		By: /s/ Kenneth S. Bring
		Name: Kenneth S. Bring
		Title: Managing Director

[Signature Page to Schedule 13D]

CUSIP No. 00790R104

13D

Page 14 of 16

		STOCKBRIDGE FUND, L.P.

		By: Stockbridge Associates LLC,
		its general partner

		By: /s/ Kenneth S. Bring
		Name: Kenneth S. Bring
		Title: Managing Director

		STOCKBRIDGE PARTNERS LLC By: BPSP, L.P., its managing member By: Berkshire Partners Holdings LLC, its general partner By: /s/ Kenneth S. Bring Name: Kenneth S. Bring Title: Managing Director BERKSHIRE PARTNERS HOLDINGS LLC By: /s/ Kenneth S. Bring Name: Kenneth S. Bring Title: Managing Director BPSP, L.P. By: Berkshire Partners Holdings LLC, its general partner By: /s/ Kenneth S. Bring Name: Kenneth S. Bring Title: Managing Director

[Signature Page to Schedule 13D]

CUSIP No. 00790R104

13D

Page 15 of 16

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Advanced Drainage Systems, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.

Dated: August 18, 2022

BERKSHIRE PARTNERS LLC

By: BPSP, L.P.,

its managing member

By: Berkshire Partners Holdings LLC,

its general partner

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

BERKSHIRE FUND IX, L.P.

By: Ninth Berkshire Associates LLC,

its general partner

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

BERKSHIRE FUND IX-A, L.P.

By: Ninth Berkshire Associates LLC,

its general partner

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

BERKSHIRE INVESTORS IV LLC

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

BERKSHIRE INVESTORS III LLC

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

[Signature Page to Schedule 13D - Joint Filing Agreement]

CUSIP No. 00790R104

13D

Page 16 of 16

STOCKBRIDGE FUND, L.P.

By: Stockbridge Associates LLC,

its general partner

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

STOCKBRIDGE PARTNERS LLC

By: BPSP, L.P.,

its managing member

By: Berkshire Partners Holdings LLC,

its general partner

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

BERKSHIRE PARTNERS HOLDINGS LLC

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

BPSP, L.P.

By: Berkshire Partners Holdings LLC,

its general partner

By: /s/ Kenneth S. Bring

Name: Kenneth S. Bring

Title: Managing Director

[Signature Page to Schedule 13D - Joint Filing Agreement]

Get the next $WMS alert in real time by email

Date	Price Target	Rating	Analyst
11/13/2024	$170.00 → $135.00	Overweight → Equal-Weight	Stephens
5/8/2024	$190.00	Buy	Northcoast
8/25/2023	$148.00	Overweight	Stephens
7/24/2023	$150.00	Overweight	KeyBanc Capital Markets
6/28/2023	$107.00 → $114.00	Overweight → Equal-Weight	Morgan Stanley
4/19/2023	$108.00	Outperform	Oppenheimer
8/18/2022	$182.00	Buy	Deutsche Bank
3/1/2022	$145.00	Equal-Weight → Overweight	Morgan Stanley

SEC Form SC 13D/A filed by Advanced Drainage Systems Inc. (Amendment)

Chat with this insight

Recent Analyst Ratings for $WMS

$WMS Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

Director Fischer Alexander R was granted 842 shares, increasing direct ownership by 6% to 15,324 units (SEC Form 4)

Director Seetharam Anil was granted 1,465 shares, increasing direct ownership by 13% to 12,491 units (SEC Form 4)

Director Haney Mark was granted 842 shares, increasing direct ownership by 14% to 7,066 units (SEC Form 4)

$WMS Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

Advanced Drainage Systems downgraded by Stephens with a new price target

Northcoast initiated coverage on Advanced Drainage Systems with a new price target

Stephens initiated coverage on Advanced Drainage Systems with a new price target

$WMS Financials

Live finance-specific insights

Advanced Drainage Systems Announces Quarterly Cash Dividend

Advanced Drainage Systems Announces Second Quarter Fiscal 2025 Results

Advanced Drainage Systems to Announce Second Quarter Fiscal Year 2025 Results on November 8, 2024

$WMS Large Ownership Changes

This live feed shows all institutional transactions in real time.

Amendment: SEC Form SC 13G/A filed by Advanced Drainage Systems Inc.

Amendment: SEC Form SC 13G/A filed by Advanced Drainage Systems Inc.

SEC Form SC 13G/A filed by Advanced Drainage Systems Inc. (Amendment)

$WMS Leadership Updates

Live Leadership Updates

CoreCivic Appoints Catherine Hernandez-Blades and Alexander R. Fischer to its Board of Directors; CoreCivic Also Announces Planned Retirement of Long-Term Board Member Donna Alvarado

Advanced Drainage Systems Announces Retirement of Roy Moore, Executive Vice President, Infiltrator

$WMS Press Releases

Fastest customizable press release news feed in the world

Advanced Drainage Systems Announces Quarterly Cash Dividend

Advanced Drainage Systems Announces Second Quarter Fiscal 2025 Results

Advanced Drainage Systems Hosts Grand Opening Ceremony for Engineering and Technology Center in Hilliard, Ohio

$WMS SEC Filings

SEC Form 10-Q filed by Advanced Drainage Systems Inc.

Advanced Drainage Systems Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

SEC Form 11-K filed by Advanced Drainage Systems Inc.

$WMS Market Insights

Live Market Insights

Shares of stocks within the broader industrial sector are trading lower amid overall market weakness

Shares of construction and building product companies are trading higher after store sales of building material and garden supplies rose 1.4% in June.

Here's How Much You Would Have Made Owning Advanced Drainage Systems Stock In The Last 10 Years

Recent Analyst Ratings for
$WMS

$WMS
Insider Trading

$WMS
Analyst Ratings

$WMS
Financials

$WMS
Large Ownership Changes

$WMS
Leadership Updates

$WMS
Press Releases

$WMS
SEC Filings

$WMS
Market Insights