Form 8-K ADVANCED DRAINAGE SYSTEM For: Dec 01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December�1, 2014

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Advanced Drainage Systems, Inc.

(Exact name of registrant as specified in its charter)

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

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

Registrant�s telephone number, including area code: (614)�658-0050

(Former name or former address if changed since last report.)

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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:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�7.01 Regulation FD Disclosure.

On December�1, 2014, Advanced Drainage Systems, Inc. (the �Company�) issued a press release announcing the launch of a proposed follow-on public offering of shares of the Company�s common stock by one of its stockholders. A copy of the Company�s press release is attached hereto as Exhibit�99.1 and hereby incorporated by reference.

In addition, on December�1, 2014, the Company issued a press release announcing that Barclays Capital Inc. and Deutsche Bank Securities Inc., the joint book-running managers and representatives of the underwriters in the recent initial public offering of shares of the Company�s common stock, are waiving a lock-up restriction for purposes of the follow-on public offering described above. A copy of the Company�s press release is attached hereto as Exhibit�99.2 and hereby incorporated by reference.

The information furnished pursuant to this Item�7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934 (the �Exchange Act�) or otherwise subject to the liabilities under Section�18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item�9.01 Financial Statements and Exhibits.

(d) Exhibits

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99.1	��	Press release, dated December�1, 2014, issued by Advanced Drainage Systems, Inc.
99.2	��	Press release, dated December 1, 2014, issued by Advanced Drainage Systems, Inc.

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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.

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	�		�	ADVANCED DRAINAGE SYSTEMS, INC.
Date: December�1, 2014	�		�	By:	�	/s/ Mark B. Sturgeon
	�		�	Name: Mark B. Sturgeon
	�		�	Title: EVP, CFO, Secretary & Treasurer

Exhibit 99.1

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ADVANCED DRAINAGE SYSTEMS ANNOUNCES PROPOSED FOLLOW-ON OFFERING OF COMMON STOCK

HILLIARD, Ohio � (December 1, 2014) � Advanced Drainage Systems, Inc. (NYSE: WMS) (�ADS� or the �Company�), a leading global manufacturer of water management products and solutions for commercial, residential, infrastructure and agricultural applications, today announced the launch of a proposed follow-on public offering of 10,000,000 shares of its common stock. All of such shares will be offered and sold by ASP ADS�Investco, LLC (the �Selling Stockholder�), an affiliate of American Securities LLC, and the Selling Stockholder will receive all of the proceeds from such offering. The underwriters will have a 30-day option to purchase up to an additional 1,500,000 shares of common stock from the Selling Stockholder.

Barclays and Deutsche Bank Securities are acting as joint book-running managers and representatives of the underwriters for the proposed offering. Additional joint book-running managers for the proposed offering are RBC Capital Markets, BofA Merrill Lynch and Baird. The co-managers for the proposed offering are Fifth Third Securities and PNC Capital Markets LLC.

The proposed offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus related to the offering may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, [email protected], 888-603-5847; or from Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, New York 10005, +1 (800)�503-4611, [email protected].

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the �SEC�). This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these shares in any state in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any state.

ADVANCED DRAINAGE SYSTEMS, INC.��������4640 TRUEMAN BOULEVARD,��������HILLIARD, OH 43026 TEL: 614 / 658-0050��������800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

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About ADS

Advanced Drainage Systems (ADS) is the leading manufacturer of high performance thermoplastic corrugated pipe, providing a comprehensive suite of water management products and superior drainage solutions for use in the construction and infrastructure marketplace. Its innovative products are used across a broad range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. The Company has established a leading position in many of these end markets by leveraging its national sales and distribution platform, its overall product breadth and scale and its manufacturing excellence. Founded in 1966, the Company operates a global network of 58 manufacturing plants and 29 distribution centers. To learn more about the ADS, please visit the Company�s website at www.ads-pipe.com.

Forward Looking Statements

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section�27A of the Securities Act of 1933, as amended, and Section�21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed offering. 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,� �continue,� �expects,� �intends,� �plans,� �projects,� �believes,� �estimates� 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; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; 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, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using alternative materials; our ability to continue to convert current demand for concrete, steel and PVC pipe products into demand for our high performance thermoplastic corrugated pipe and Allied Products; 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; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; 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 project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; and the other risks and uncertainties described in the Company�s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties

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ADVANCED DRAINAGE SYSTEMS, INC.��������4640 TRUEMAN BOULEVARD,��������HILLIARD, OH 43026 TEL: 614 / 658-0050��������800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

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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

(614) 658-0050

[email protected]

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ADVANCED DRAINAGE SYSTEMS, INC.��������4640 TRUEMAN BOULEVARD,��������HILLIARD, OH 43026 TEL: 614 / 658-0050��������800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

Exhibit 99.2

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ADS ANNOUNCES BARCLAYS AND DEUTSCHE BANK SECURITIES WAIVE LOCK-

UP RESTRICTION FOR FOLLOW-ON OFFERING

HILLIARD, Ohio � (December 1, 2014)�Advanced Drainage Systems, Inc. (NYSE: WMS) (�ADS� or the �Company�) announced today that Barclays Capital Inc. and Deutsche Bank Securities Inc., the joint book-running managers and representatives of the underwriters in the recent initial public offering of 14,500,000 shares of the Company�s common stock, are waiving a lock-up restriction with respect to 11,500,000 shares of the Company�s common stock held by ASP ADS Investco, LLC. The waiver will take effect on December�3, 2014, and the shares may be sold or otherwise disposed of on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

About ADS

Advanced Drainage Systems (ADS) is the leading manufacturer of high performance thermoplastic corrugated pipe, providing a comprehensive suite of water management products and superior drainage solutions for use in the construction and infrastructure marketplace. Its innovative products are used across a broad range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. The Company has established a leading position in many of these end markets by leveraging its national sales and distribution platform, its overall product breadth and scale and its manufacturing excellence. Founded in 1966, the Company operates a global network of 58 manufacturing plants and 29 distribution centers. To learn more about the ADS, please visit the Company�s website at www.ads-pipe.com.

Forward Looking Statements

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section�27A of the Securities Act of 1933, as amended, and Section�21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed offering. 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,� �continue,� �expects,� �intends,� �plans,� �projects,� �believes,� �estimates� and similar

ADVANCED DRAINAGE SYSTEMS, INC. ����4640 TRUEMAN BOULEVARD, ����HILLIARD, OH 43026 TEL: 614 / 658-0050 800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

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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; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; 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, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using alternative materials; our ability to continue to convert current demand for concrete, steel and PVC pipe products into demand for our high performance thermoplastic corrugated pipe and Allied Products; 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; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; 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 project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; and the other risks and uncertainties described in the Company�s filings with the Securities and Exchange Commission. 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

(614) 658-0050

[email protected]

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ADVANCED DRAINAGE SYSTEMS, INC. ����4640 TRUEMAN BOULEVARD, ����HILLIARD, OH 43026 TEL: 614 / 658-0050 800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

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