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): September 25, 2014
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-23211 |
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03-0338873 |
(State or Other Jurisdiction
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 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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):
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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)) |
Item 8.01. Other Events.
Bond Offering
On September 25, 2014,
Casella Waste Systems, Inc. (the Company) announced an offering of $11.0 million aggregate principal amount of Business Finance Authority of the State of New Hampshire (BFA) solid waste disposal revenue bonds due
April 1, 2029, consisting of (i) the conversion and remarketing of $5.5 million principal amount of BFA Bonds originally issued in 2013 (the Initial BFA Bonds) and (ii) the issuance of $5.5 million principal amount of
additional BFA Bonds (the Additional BFA Bonds and, together with the Initial BFA Bonds, the BFA Bonds). The Initial BFA Bonds are currently supported by a letter of credit under the Companys senior credit facility (the
Senior Credit Facility). The Initial BFA Bonds, upon conversion and remarketing, and the Additional BFA Bonds will be supported by a guaranty by substantially all of the Companys subsidiaries. The BFA Bonds are being offered only
to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act).
Additionally, the Company has requested that the New York State Environmental Facilities Corporation (NYSEFC) issue up to $25.0
million aggregate principal amount of NYSEFC solid waste disposal revenue bonds (the NYSEFC Bonds and, together with the BFA Bonds, the Bonds) in or about November 2014. An additional $15.0 million aggregate principal amount
of NYSEFC Bonds may be offered under the same indenture. The Company expects that the net proceeds of the NYSEFC Bonds will be loaned to the Company by NYSEFC to enable it to repay borrowings under its revolving credit facility.
The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
As
of August 31, 2014, assuming the BFA Bonds (and $25.0 million NYSEFC Bonds) had been issued on that date and the proceeds of the BFA Bonds and the NYSEFC Bonds, net of estimated transaction costs, had been applied to the repayment of amounts
outstanding under the Senior Credit Facility, the Company and the Guarantors would have had approximately $527.6 million of outstanding indebtedness (excluding approximately $51.9 million of outstanding undrawn letters of credit issued under the
Senior Credit Facility) under the Senior Credit Facility, the $25.0 million principal amount of Finance Authority of Maine solid waste disposal revenue bonds, the Vermont Economic Development Authority $16.0 million principal amount of solid waste
disposal revenue bonds, the NYSEFC Bonds, the BFA Bonds, and the $325.0 million principal amount of 7-3/4% Senior Subordinated Notes due 2019 (the Senior Subordinated Notes), and an additional $50.0 million of unused commitments under
the Senior Credit Facility. As of August 31, 2014, the Company had $3.9 million of other indebtedness outstanding, including capital leases and seller financing notes. In addition, the terms of the Companys existing indebtedness permit
the Company to incur additional debt. As expected, the Companys debt balances were up sequentially from July 31, 2014 to August 31, 2014 due to the normal working capital cycle, including the semi-annual debt service on the
Senior Subordinated Notes on August 15, 2014.
A copy of the Companys press release announcing the offering of the BFA Bonds is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 hereto shall constitute an offer to sell or the
solicitation of an offer to buy the BFA Bonds, nor shall there be any sale of the BFA Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press Release of Casella Waste Systems, Inc. dated September 25, 2014 |
Forward-Looking Statements
Various statements in this Current Report on Form 8-K concerning the Companys future expectations, plans and prospects, including without limitation,
statements regarding the Companys intention to remarket or issue the BFA Bonds and the NYSEFC Bonds and the Companys expectations regarding the use of proceeds of the NYSEFC Bonds, constitute forward-looking statements for the purposes
of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without
limitation, market conditions and the Companys ability to consummate the offerings of the Bonds, as well as those risks more fully discussed in the Risk Factors section of the Companys Annual Report on Form 10-K, filed with
the Securities and Exchange Commission on June 27, 2014. In addition, any forward-looking statements represent the Companys views only as of today and should not be relied upon as representing its views as of any subsequent date. The
Company expressly disclaims any obligation to update such statements to reflect change in its expectations whether as a result of new information, future events or otherwise.
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: September 25, 2014 |
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By: |
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/s/ Edmond R. Coletta |
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Edmond R. Coletta |
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Senior Vice President and Chief Financial Officer |
Exhibit Index
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99.1 |
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Press Release of Casella Waste Systems, Inc. dated September 25, 2014 |
Exhibit 99.1
CASELLA WASTE SYSTEMS, INC. ANNOUNCES BUSINESS FINANCE AUTHORITY OF THE STATE OF NEW HAMPSHIRE SOLID WASTE DISPOSAL REVENUE BOND OFFERING
RUTLAND, VERMONT (September 25, 2014) Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource
management services company, announced today an offering of $11.0 million aggregate principal amount of Business Finance Authority of the State of New Hampshire (BFA) Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc.
Project) Series 2013, under an indenture between BFA and the bond trustee, consisting of (i) the conversion and remarketing of $5.5 million principal amount of Bonds originally issued in 2013 (the Initial Bonds) and (ii) the
issuance of $5.5 million principal amount of additional Bonds (the Additional Bonds and, together with the Initial Bonds, the Bonds). The Initial Bonds are currently supported by a letter of credit under Casellas senior
credit facility. The Initial Bonds, upon conversion and remarketing, and the Additional Bonds will be supported by a guaranty by substantially all of Casellas subsidiaries, pursuant to the terms of the indenture. The exact terms and timing of
the Bonds offering will depend upon market conditions and other factors. The net proceeds of the Bonds were or will be loaned, as the case may be, to Casella to enable it to repay borrowings under its revolving credit facility.
The Bonds are being offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities
Act).
The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release
shall not constitute an offer to sell or the solicitation of an offer to buy the Bonds, nor shall there be any sale of the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Safe Harbor Statement
Certain matters discussed in this
press release are forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as
such by the context of the statements, including words such as Casella anticipates, will, intends, and other similar expressions. Among the forward-looking statements in this press release are statements regarding
the offering of the Bonds and Casellas expectations regarding the use of proceeds of the Bonds. All of these forward-looking statements are based on current expectations and estimates and managements beliefs and assumptions. Casella
cannot guarantee that it will complete the offering on the terms disclosed in the forward-looking statements or at all. Such forward-looking statements involve a number of risks and uncertainties, including, among other things, market conditions and
Casellas ability to consummate the offering of the Bonds. Casella expressly disclaims any obligation to update such statements to reflect change in its expectations whether as a result of new information, future events or otherwise, except as
required.
Contact:
Investors:
Ned Coletta
Chief Financial Officer
(802) 772-2239
Media:
Joseph Fusco
Vice President
(802) 772-2247
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