Casella Waste Systems, Inc. Announces Offering of Finance Authority of Maine Solid Waste Disposal Revenue Bonds and Remarketi...
15 March 2018 - 7:02AM
Casella Waste Systems, Inc. (NASDAQ:CWST), a regional solid waste,
recycling and resource management services company, today announced
two transactions relating to certain of its industrial revenue
bonds.
Casella announced an offering of $15.0 million
aggregate principal amount of Finance Authority of Maine (“FAME”)
Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc.
Project) Series 2015R-2 (the “FAME Bonds”), under an indenture
between FAME and the bond trustee. The FAME Bonds represent the
drawdown of the remainder of the FAME 2015 solid waste disposal
revenue bonds, the initial proceeds of which, in the amount of
$15.0 million, were loaned to Casella in August 2015. The FAME
Bonds will be guaranteed by all or substantially all of Casella’s
subsidiaries, pursuant to the terms of the indenture. The FAME
Bonds have a final maturity of August 1, 2035. The FAME Bonds
are not a general or contingent obligation of FAME, or of the State
of Maine, and are payable solely from amounts received from Casella
under the indenture. The net proceeds of the FAME Bonds will be
loaned to Casella to enable it to finance or refinance the costs of
certain of Casella’s solid waste landfill facilities and solid
waste collection, organics and transfer, recycling and hauling
facilities in Maine and the issuance of the FAME Bonds.
The Company also announced that it has commenced
the remarketing of $16.0 million aggregate principal amount of
Vermont Economic Development Authority (“VEDA”) Solid Waste
Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series
2013 (the “VEDA Bonds,” and together with the FAME Bonds, the
“Bonds”). The VEDA Bonds were originally issued on April 4, 2013
and have a final maturity of April 1, 2036. Pursuant to the
indenture under which the VEDA Bonds were offered, the interest
rate period under which the VEDA Bonds were previously issued is
expiring on April 2, 2018 and accordingly the VEDA Bonds are being
remarketed at a new interest rate for a new interest rate
period. The VEDA Bonds have been guaranteed by all or
substantially all of Casella’s subsidiaries, pursuant to the terms
of the indenture. The VEDA Bonds are not a general or contingent
obligation of VEDA, or of the State of Vermont, and are payable
solely from amounts received from Casella under the indenture.
Casella has issued a notice of a mandatory tender for the VEDA
Bonds with respect to the expiring interest rate period. The
remarketing is expected to become effective on April 2, 2018.
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 interest rate
period, interest rate and timing of the offerings of the Bonds will
depend upon market conditions and other factors and there can be no
assurance that the offerings will be completed.
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”, including, among others, Casella’s
intention to issue the FAME Bonds and its expectations regarding
the use of proceeds of the FAME Bonds, and Casella’s intention to
remarket the VEDA Bonds. These forward-looking statements can
generally be identified as such by the context of the statements,
including words such as “believe,” “expect,” “anticipate,” “plan,”
“may,” “will,” “would,” “intend,” “estimate,” “guidance” and other
similar expressions, whether in the negative or affirmative. These
forward-looking statements are based on current expectations,
estimates, forecasts and projections about the industry and markets
in which Casella operates and management’s beliefs and assumptions.
Casella cannot guarantee that it actually will achieve the plans,
intentions, expectations or guidance disclosed in the
forward-looking statements made. Such forward-looking statements
involve a number of risks and uncertainties, any one or more of
which could cause actual results to differ materially from those
described in Casella’s forward-looking statements. Such risks and
uncertainties include or relate to, among other things: market
conditions and Casella’s ability to consummate the offering of the
FAME Bonds, and Casella’s ability to consummate the remarketing of
the VEDA Bonds. There can be no assurance that Casella will be able
to complete the proposed offering of the FAME Bonds and/or the
remarketing of the VEDA Bonds on the anticipated terms, or at all.
These additional risks and uncertainties include, without
limitation, those detailed in Item 1A, “Risk Factors” in
Casella’s Form 10-K for the fiscal year ended December 31, 2017.
Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Contact:
Investors: Ned ColettaChief Financial Officer(802)
772-2239
Media:
Joseph Fusco Vice President (802) 772-2247
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