- Current report filing (8-K)
03 July 2009 - 7:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 2 , 2009
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-23211
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03-0338873
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(State or Other
Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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25
Greens Hill Lane
Rutland, Vermont
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05701
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area
code:
(802)
775-0325
Not applicable
(Former Name or Former Address, if Changed Since Last
Report)
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 (
see
General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other
Events.
As previously filed on Form 8-K by Casella Waste
Systems, Inc. (the Company), on July 1, 2009, the Company
announced the
pricing of its private offering of $180 million principal amount senior secured
second lien notes due 2014 (the Notes).
The Company is making this filing to provide additional information
regarding the terms of the Notes.
The Notes will pay interest
on a semi-annual basis and will be fully and unconditionally guaranteed on a
senior secured basis by substantially all of the Companys existing and future
domestic restricted subsidiaries. The
Notes will be redeemable, in whole or in part, at any time on or after July 15,
2012, subject to specified conditions at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning on July 15 of the years indicated below:
Year
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Percentage
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2012
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105.500
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%
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2013
and thereafter
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100.000
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%
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In addition, under certain
circumstances, the Company may redeem up to 35% of the Notes before July 15,
2012 with the net proceeds of certain equity offerings at a redemption price of
111% of the principal amount, plus accrued and unpaid interest, if any. The Company may also redeem some or all of
the notes before July 15, 2012 at a redemption price of 100% of the principal
amount plus accrued and unpaid interest, if any, to the redemption date, plus a
make-whole premium.
In connection with the
private offering of the Notes, the Company is working to complete the
refinancing of its senior first lien credit facilities, consisting of a
revolving credit facility expected to be in the principal amount of $177.5
million, including letters of credit, and a term loan expected to be in the
principal amount of $130.0 million. The
Company expects to close the refinancing on July 9, 2009, simultaneously with
the issuance of the Notes.
The Company elected to
reduce the size of the Notes offering from $205 million, as previously
announced, to $180 million and increased the amount of the term loan under the
Companys restated first lien credit facilities referenced above from $100
million to $130 million. The Company
expects that the term loan will bear interest at a lower rate than that payable
on the Notes. The Notes offering was
oversubscribed.
The
Notes have not been registered under the Securities Act of 1933, as amended
(the Securities Act), and unless so registered, may not be offered or sold in
the United States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
2
SIGNATURE
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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Casella
Waste Systems, Inc.
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Date:
July 2, 2009
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By:
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/s/
John S. Quinn
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John S. Quinn
Senior Vice President and Chief Financial Officer
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3
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