The EPR Effect: Why Recycling Modernization Laws Are Setting the Stage for Exits and Acquisitions

This article was co-authored by Christopher Lynch of Dickinson Wright and Ed Skiber and Tom Barry of GHJ, a Seattle-based accounting firm.

M&A activity in the waste and recycling sector is primed to outpace deal activity in 2025. Backed by strong buyer demand, an influx of producer-funded investments, and recent recycling modernization laws, industry leaders are looking to buy, sell, and recapitalize waste and recycling businesses at an even greater scale.

State of the Market

Recent changes to Extended Producer Responsibility (EPR) laws, led by California’s SB 54, have the potential to drive a significant increase in deal activity for years to come. In 2025, the five largest publicly traded waste companies (WM, Republic Services, Waste Connections, GFL Environmental, and Casella Waste Systems) spent roughly $3.3 billion on acquisitions. These same companies have already invested approximately $2.7 billion as of 2026’s second quarter, including nearly $700 million in Q1 alone.[1] With Republic Services stating it could deploy about $1 billion annually, GFL projecting $1 billion or more for 2026, and WM’s CEO saying the company expects to “increase core acquisitions,”[2] all signs point to this trend continuing despite larger market volatility.

Public Buyer Appetite

The fundamentals behind this appetite are strong. Core pricing across the public majors ran roughly 5% to 6% in the second quarter, and operators are expanding margins through route optimization, automation, and technology.[3] Buyers continue to prize route density, exclusive franchises, and vertically integrated assets.

Private Capital Activity

Private capital is equally active. Texas led the country with at least 11 deals in the first half of 2026, with the Southeast and South Central U.S. showing the most momentum.[4] TPG, Macquarie, and newer roll-up platforms have been acquiring haulers, while sponsors including Ares, Palladium, and Pritzker Private Capital have positioned portfolio companies for sale.[5] As one investment banker put it, “There is no shortage of capital chasing the waste sector.”[6]

The Seller Pool

The seller pool is also changing. Industry advisors report that today’s sellers are larger and more sophisticated than those of the pandemic era, and sponsor competition for new deals is likely to keep increasing. This is particularly relevant as antitrust scrutiny limits the largest strategics’ appetite for big combinations.[7] For well-run independent haulers, Material Recovery Facility (MRF) operators, and specialty recyclers, that competition translates into leverage at the negotiating table.

Buyer Interest

Recent transaction activity also demonstrates that buyer interest extends well beyond large-scale combinations and remains active across smaller, specialized operators. Large, strategic acquirers and sponsor-backed platforms continue to pursue local and regional haulers where route density, geographic adjacency, and disposal or processing pull-through can create meaningful synergies. Roll-off and Construction-and-Demolition (C&D)-focused operators can be particularly attractive, because they provide access to commercial and construction customers without requiring a traditional residential franchise base. Recent market activity across local hauling, dumpster rental, roll-off, and site-service businesses reinforces the continued appetite for these types of assets. For focused roll-off and construction-oriented operators, this activity suggests strategic relevance to both larger waste platforms seeking geographic or service-line tuck-ins and financial sponsors pursuing differentiated entry points into the sector.

Processing Infrastructure

Processing infrastructure remains strategically important as well. MRFs, transfer stations, and other vertically integrated assets can give buyers greater control over waste flows, reduce third-party processing or disposal exposure, and create opportunities to capture incremental economics from EPR-funded investment. This can make smaller MRF operators attractive not only for their stand-alone cash flows, but for the strategic value they create when combined with an acquirer’s existing collection network.

Against this backdrop, buyers are looking to differentiate among assets based on more than scale alone. Route density, recurring commercial and municipal relationships, disposal or processing access, and modern MRF infrastructure, as well as technology-enabled service capabilities and exposure to attractive end markets like construction and demolition, can all influence strategic value. Businesses that fill a geographic or service-line gap for an existing platform may therefore attract interest disproportionate to their stand-alone size.

Technology Capabilities

Technology and differentiated service capabilities may also create an avenue for consolidation. Buyers are increasingly evaluating assets that use technology to improve dispatch, routing, material recovery, and customer responsiveness, as well as businesses that can provide on-demand, emergency, or specialized environmental services. Recent activity across emergency-response environmental services, organics-processing technology, and technology-enabled waste solutions (combined with growing adoption of AI and autonomous equipment across the waste value chain) points to mounting strategic interest in differentiated capabilities. These trends indicate that technology-enabled service models may attract buyers even where the underlying business does not fit the traditional route-based hauling model.

Valuations

Public waste companies continue to trade at premium EBITDA multiples, although valuation for private businesses varies considerably based on scale, market position, route density, asset mix, customer concentration, growth and other factors. As of August 31, 2026, the five large North American solid-waste public companies traded at a median of approximately 14.8x 2026E EV/EBITDA and 13.8x 2027E EV/EBITDA. Strategic buyers may also be able to justify higher headline valuations where route, disposal, overhead or other synergies materially improve the effective acquisition economics. Accordingly, public-company trading multiples should be viewed as market context rather than directly indicative of the valuation of a smaller independent operator.

Recycling Modernization and California’s SB 54

A wave of EPR laws across the U.S. could be impacting the bullishness of this market sector. Seven states, including California, Colorado, Maine, Maryland, Minnesota, Oregon, and Washington, have enacted packaging EPR statutes, and others are considering them.[8] Together, enacted programs reach roughly 20% of the U.S. population, and pending bills could double that.[9]

California’s SB 54, the Plastic Pollution Prevention and Packaging Producer Responsibility Act, is the most ambitious of these laws. By 2032, it requires that 100% of single-use packaging sold in the state be recyclable or compostable, 65% of single-use plastic packaging be recycled, and single-use plastic be reduced by 25%.[10] CalRecycle approved these final regulations on May 1, 2026, with full implementation of the program set to begin January 1, 2027.[11] Separately, producers must pay $500 million per year into a Plastic Pollution Mitigation Fund for 10 years beginning in July 2027.[12]

For M&A, the significance is where the money goes. Oregon, the first state to go live, could offer a preview. L.E.K. Consulting reports that Oregon’s producer responsibility organization expects to raise and deploy more than $700 million in Oregon’s first two and a half years of the Act being in effect. This is with over 60% of those funds directed to the waste management side of the value chain, which includes about $185 million for recycling processing facilities.[13] Early disbursements have paid for carts, collection trucks, depots, transfer station improvements, and MRF equipment, such as optical sorters.[14]

Processors are already positioning for the new volume. Ahead of Colorado’s EPR law, Apex Waste Solutions more than tripled capacity at its Steamboat Springs MRF from about 4,500 to 15,000 tons a year.  And WM timed a $47 million Portland MRF to Oregon’s statewide recycling modernization.[15]

Impact on Deal Activity and Growth

That shift has several implications for owners and investors looking to buy, sell, or scale:

    • Capital relief. When producers fund equipment upgrades and collection expansion, operators can redirect their own capital toward acquisitions, new routes, and technology.
    • More durable cash flows. Producer-funded contracts and processing payments can make recycling revenue less exposed to commodity swings, which supports stronger valuations and easier financing.
    • Expansion opportunities. Programs must extend service into underserved areas and handle new material types, and consultants expect many facilities to need upgrades to meet volume and quality demands.[16]
    • A consolidation catalyst. Smaller operators that lack the scale, data systems, or compliance capacity to contract with a producer responsibility organization may choose to sell, while well-capitalized buyers position themselves to capture EPR-funded volume. The effect reaches beyond haulers and MRFs: McKinsey reports that EPR and recycled-content mandates are also pushing packaging companies toward acquisitions that build sustainability capabilities and secure recyclable material.[17]

Canada shows what this could look like in practice. As Ontario moved its Blue Box program to full producer responsibility at the start of 2026, WM opened two new MRFs expected to handle about 30% of the province’s volume, and GFL reported that new EPR contracts across Canada contributed to its highest-ever margin.[18]

Legal and Logistical Barriers

EPR laws still face legal and practical headwinds. In August 2026, a federal district court upheld Oregon’s Recycling Modernization Act against claims by the National Association of Wholesaler-Distributors (NAW) that the law violates the dormant Commerce Clause and improperly delegates fee-setting authority to a private producer responsibility organization. The court had earlier granted a preliminary injunction, and NAW appealed.[19] Similar challenges are pending in California, Minnesota, and Colorado, and SB 54 fee structures remain in flux.[20]

But the direction is clear: billions of dollars are about to flow into collection and processing systems as a result of EPR programs, and the companies that own those systems stand to benefit.

How Dickinson Wright and GHJ Can Help

Strong buyer demand and a wave of producer-funded investment make this an opportune moment to buy, sell, or recapitalize a waste or recycling business. Capturing that value takes preparation. Buyers will scrutinize franchise and municipal contracts, permits, environmental liabilities, and a target’s readiness for EPR programs. Sellers who present clean financials, well-documented contracts, and a clear EPR strategy command better terms.

Owners considering a transaction in the next several years should begin preparing well before a process starts by evaluating the quality and sustainability of EBITDA, identifying potential buyer adjustments, strengthening financial reporting and controls, documenting key contracts and permits, assessing tax structure, and understanding how EPR-related investments may affect future capital requirements and earnings.

Dickinson Wright and GHJ work together to guide haulers, MRF operators, recyclers, and their investors throughout every stage of a transaction.

Dickinson Wright has considerable experience in deal structure, due diligence, and regulatory compliance, contract assignment and negotiation, and environmental law in complex transactions. Our multidisciplinary team helps waste and recycling businesses navigate evolving regulations, mitigate risks, maximize transaction value, and capitalize on opportunities for growth and successful exits. GHJ supports companies across a vast portfolio of services, from building a scalable accounting and finance infrastructure to providing assurance services, tax planning and compliance, exit-readiness support, and quality of earnings. This integrated approach helps owners strengthen financial reporting, accounting processes, and controls before, during, and after a deal.

Whether you are planning an acquisition, weighing an exit, or evaluating how SB 54 and other EPR laws affect your business, contact our teams to start the conversation.

Related Services:

Corporate Law | Mergers & Acquisitions

About the Authors:

Christopher Lynch is a business lawyer who advises clients on commercial transactions, mergers and acquisitions, and government contracting matters across a range of industries, including waste and recycling, technology, interactive entertainment, and hospitality. He also works with businesses operating in regulated sectors such as solid waste management, cannabis, and alcoholic beverages.
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Ed Skiber, CPA, is a member of GHJ’s Transaction Advisory Services Practice. Based in Seattle, he has more than 15 years of experience, including over a decade focused on mergers and acquisitions (M&A). Ed provides financial due diligence services, such as quality of earnings reporting, and has advised both corporate and private equity clients on transactions ranging from $10 million to more than $30 billion.
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Tom Barry, CPA, is GHJ’s Managing Partner responsible for driving the Firm’s vision, values, and growth. Having been with the Firm since 1997, Tom combines his expansive background in advisory and accounting services with his natural inclination toward entrepreneurship to serve the Firm as its chief leader. He also works alongside clients in the waste and recycling industry to support their success and is an active member of the California Refuse Recycling Council (CRRC).
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[1]Jacob Wallace & Megan Quinn, Major public waste companies spent nearly $3.3B on M&A in 2025, Waste Dive (Feb. 26, 2026); Jacob Wallace & Megan Quinn, Total M&A spending in 2026 surpasses $2.7B among top waste companies, Waste Dive (Aug. 11, 2026); see also Top waste companies spent nearly $700M on M&A in Q1 2026, Waste Dive (2026).

[2]Wallace & Quinn, Major public waste companies spent nearly $3.3B on M&A in 2025, supra note 1; Wallace & Quinn, Total M&A spending in 2026 surpasses $2.7B, supra note 1.

[3]Catalyst Strategic Advisors, Q2 2026 Public Waste Sector Earnings: Pricing, Margin Expansion, and M&A Drive Another Strong Quarter (Aug. 18, 2026).

[4]Jacob Wallace, Waste M&A remained active through the first half of 2026, Waste Dive (July 20, 2026).

[5]Id.

[6]Id. (quoting Effram Kaplan, co-CEO of Brown Gibbons Lang & Co.).

[7]Jacob Wallace, Is a better economy a worse environment for waste M&A?, Waste Dive (Jan. 30, 2026) (quoting Houlihan Lokey and Plante Moran).

[8]Timothy S. Bishop et al., EPR Packaging Laws Moving from Concept to Compliance, ABA Business Law Today (Mar. 31, 2026) (Mayer Brown); see also Holland & Knight, The Latest Pandora’s Box: What You Need to Know Now About State EPR Laws (Jan. 22, 2026).

[9]EY, US packaging EPR in 2026: costs and compliance (June 19, 2026).

[10]Davina Pujari & Casey R. Morrison, California’s SB 54 EPR Regulations Take Effect: Key Deadlines and Compliance Obligations for Producers, Mayer Brown (June 1, 2026).

[11]CalRecycle approves SB 54 regulations, Resource Recycling (May 2, 2026).

[12]California Environmental Protection Agency, SB 54 Plastic Pollution Mitigation Fund.

[13]Jeff Cloetingh, Peter Walter & Amar Gujral, The EPR Inflection Point: Understanding the Impact of EPR Regulations, L.E.K. Consulting (July 2, 2026).

[14]Megan Quinn, Oregon packaging EPR funds its first recycling improvements, Waste Dive (Apr. 8, 2026).

[15]Megan Quinn, Apex, WM and others upgrade MRFs, spurred by EPR, Waste Dive (Oct. 8, 2025); see also Megan Quinn, MRF upgrades in California, Minnesota, Ontario leverage grants, Waste Dive (June 23, 2026).

[16]Dan Bacehowski & Jessica Lally, Understanding EPR: How Extended Producer Responsibility Shapes Waste Management in the U.S., HDR (Aug. 3, 2026).

[17]Antoinette Smith, Growth challenges drive M&A for packaging, Resource Recycling (Apr. 20, 2026) (discussing McKinsey & Co., Reigniting growth through M&A: A playbook for paper and packaging companies).

[18]Megan Quinn, Waste operators seize opportunities as Ontario updates packaging EPR, Waste Dive (Dec. 22, 2025).

[19]National Association of Wholesaler-Distributors, NAW Appeals Oregon EPR Ruling to the Ninth Circuit (Sept. 24, 2026) (discussing NAW v. Feldon, No. 3:25-cv-01334-SI (D. Or. Aug. 27, 2026)).

[20]L. Claire Hansen & Catherina D. Narigon, Analysis of Oregon EPR Litigation: Arguments and Conclusions, National Law Review (Aug. 27, 2026) (Bergeson & Campbell, P.C.); Pujari & Morrison, supra note 10.