Casella Waste Systems, Inc. (NASDAQ:CWST) Files An 8-K Other Events
Item 8.01. Other Events.
announced that it has commenced the remarketing of $3.6 million
aggregate principal amount of Finance Authority of Maine (FAME)
Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc.
Project) Series 2005R-1 (the 2005R-1 Bonds) and $21.4 million
aggregate principal amount of FAME Solid Waste Disposal Revenue
Bonds (Casella Waste Systems, Inc. Project) Series 2005R-2 (the
2005R-2 Bonds). The 2005R-1 Bonds and the 2005R-2 Bonds are being
remarketed as one series of bonds to be known as the 2005R-3
Bonds. The 2005R-3 Bonds are expected to bear a fixed rate of
interest for an agreed interest rate period. The fixed interest
rate and interest rate period on the 2005R-3 Bonds are subject to
market and other conditions, and there can be no assurance as to
whether the remarketing will be completed. The Company has issued
a notice of a mandatory tender for the 2005R-1 and 2005R-2 Bonds.
The remarketing is expected to become effective on February 1,
2017. The FAME Solid Waste Disposal Revenue Bonds were originally
issued on December 28, 2005 and have a final maturity of January
1, 2025. The 2005R-3 Bonds will be guaranteed by all or
substantially all of the Companys subsidiaries. The 2005R-3 Bonds
are not a general or contingent obligation of FAME, or of the
State of Maine, and are payable solely from amounts received from
the Company under the 2005R-3 Bonds indenture. The 2005R-3 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 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.
proposed remarketing, the Company and the Guarantors would have
had approximately $522.1 million of aggregate outstanding
indebtedness (excluding approximately $21.7 million of
outstanding undrawn letters of credit issued under the Companys
senior credit facility (the Senior Credit Facility)) under the
following debt arrangements: $65.1 million under the revolving
credit line available under the Senior Credit Facility, $350.0
million of term loans under the Senior Credit Facility, $25.0
million principal amount of the 2005R-3 Bonds, $15.0 million
principal amount of the Finance Authority of Maine Series 2015
solid waste disposal revenue bonds, $16.0 million principal
amount of the Vermont Economic Development Authority solid waste
disposal revenue bonds, $11.0 million principal amount of the
Business Finance Authority of the State of New Hampshire solid
waste disposal revenue bonds, $40.0 million principal amount of
the New York State Environmental Facilities Corporation solid
waste disposal revenue bonds, and an additional $73.2 million of
unused commitments under the Senior Credit Facility. As of
November 30, 2016, the Company also had $6.7 million of
additional 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, which could be pari passu with or senior in right of lien
priority to the 2005R-3 Bonds.
the 2005R-1 Bonds and 2005R-2 Bonds as a single series of 2005R-3
Bonds, and the issuance of a notice of a mandatory tender, 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 2005R-3 Bonds, nor shall there be any sale
of such 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 to and in accordance
with Rule 135c under the Securities Act.
Item 9.01
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Financial Statements and Exhibits.
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forward-looking statements intended to qualify for the safe
harbors from liability established by the Private Securities
Litigation Reform Act of 1995, including, among others, the
Companys intention to remarket the 2005R-3 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 the Company operates and
managements beliefs and assumptions. The Company 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 the Companys
forward-looking statements. Such risks and uncertainties include
or relate to, among other things: market conditions and the
Companys ability to consummate the remarketing of the 2005R-3
Bonds. There can be no assurance that the Company will be able to
complete the proposed remarketing of the 2005R-3 Bonds on the
anticipated terms, or at all. These additional risks and
uncertainties include, without limitation, those detailed in Item
1A, Risk Factors in the Companys Form 10-K for the fiscal year
ended December 31, 2015 and Form 10-Q for the quarterly period
ended September 30, 2016. The Company 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.
About Casella Waste Systems, Inc. (NASDAQ:CWST)
Casella Waste Systems, Inc. is a solid waste services company. The Company provides resource management services to residential, commercial, municipal and industrial customers, in the areas of solid waste collection and disposal, transfer, recycling and organics services. Its segments include its two regional segments, Eastern and Western regions, which provide a range of solid waste services; Recycling, which offers recycling operations and its commodity brokerage operations, and Other, including organic services, ancillary operations and industrial services. It provides integrated solid waste services in over six states: Vermont, New Hampshire, New York, Massachusetts, Maine and Pennsylvania. It owns or operates over 30 solid waste collection operations, over 40 transfer stations, approximately 20 recycling facilities, approximately 10 Subtitle D landfills, over four landfill gas-to-energy facilities and a landfill permitted to accept construction and demolition (C&D) materials. Casella Waste Systems, Inc. (NASDAQ:CWST) Recent Trading Information
Casella Waste Systems, Inc. (NASDAQ:CWST) closed its last trading session up +0.12 at 12.80 with 133,187 shares trading hands.