Casella Waste Systems, Inc. Announces Pricing of Notes Offering
February 09 2015 - 05:51PM
Casella Waste Systems, Inc. (Nasdaq:CWST) (the "Company"), a
regional solid waste, recycling and resource management services
company, announced today the pricing of its previously announced
underwritten public offering (the "Notes Offering") of $60.0
million aggregate principal amount of its 7.75% senior subordinated
notes due 2019 (the "Notes") at an issue price of 99.25%, less the
amount of interest that would have accrued from the settlement date
to February 15, 2015.
The Notes are being offered as additional notes under an
indenture, dated as of February 7, 2011, pursuant to which the
Company previously issued $325.0 million aggregate principal amount
of 7.75% senior subordinated notes due 2019. Commencing on or about
February 17, 2015, the Notes will have the same CUSIP numbers as
the previously issued notes. The Notes will pay interest on a
semi-annual basis, commencing August 15, 2015.
The Company estimates that the net proceeds from the Notes
Offering, after deducting underwriting discounts and commissions
and estimated offering expenses payable by the Company, will be
approximately $57.3 million. The Company intends to use the net
proceeds from the Notes Offering, together with initial borrowings
under the new senior secured asset-based revolving credit and
letter of credit facility that the Company expects to enter into
following the closing of the Notes Offering (the "ABL Facility"),
to refinance the Company's existing senior revolving credit and
letter of credit facility (the "Current Senior Credit Facility").
Prior to the effectiveness of the ABL Facility, the Company intends
to apply the net proceeds from the Notes Offering to reduce
borrowings under the Current Senior Credit Facility. The closing of
the Notes Offering is not contingent upon the effectiveness of the
ABL Facility, and the Company cannot assure that the ABL Facility
will become effective or, if it becomes effective, on what terms.
The effectiveness of the ABL Facility is expected to be contingent
upon the closing of the Notes Offering.
The Notes Offering is expected to close on or about February 13,
2015, subject to the satisfaction of customary closing
conditions.
BofA Merrill Lynch and J.P. Morgan are acting as joint
book-running managers and Comerica Securities and Raymond James are
acting as co-managers for the Notes Offering.
A shelf registration statement on Form S-3 (File No. 333-200784)
relating to the public offering of the Notes described above was
filed with the Securities and Exchange Commission (SEC) and is
effective. A preliminary prospectus supplement relating to the
Notes Offering has been filed with the SEC and is available on the
SEC's website located at www.sec.gov. Copies of the preliminary
prospectus supplement and accompanying prospectus may be obtained
from BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, New
York 10038, Attention: Prospectus Department or email
dg.prospectus_requests@baml.com, or from J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York, 11717, telephone: (866) 803-9204.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any
sale of the Notes 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.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont,
provides solid waste management services consisting of collection,
transfer, disposal, and recycling services in the Northeastern
United States.
Safe Harbor Statement
Certain of the matters discussed in this press release are
"forward-looking statements," including, among others, relating to
our expectations regarding the completion of the proposed public
offering, the effectiveness of the proposed credit facility and the
anticipated use of proceeds from the proposed public offering,
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 the Company
"anticipates," "will," "intends," "expects", "plans", "estimates"
and other similar expressions. All of these forward-looking
statements are based on current expectations and estimates and
management's beliefs and assumptions. The Company cannot guarantee
that the events described herein will occur 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, risks and uncertainties relating to the
satisfaction of customary closing conditions related to the
proposed public offering and the proposed credit facility, and the
impact of general economic, industry or political conditions in the
United States or internationally. There can be no assurance that we
will be able to complete the proposed offering or the other
transactions described herein on the anticipated terms, or at all.
Additional risks and uncertainties relating to the proposed
offering, the Company and our business are discussed in the
prospectus supplement related to the proposed offering filed with
the SEC on or about the date hereof and in other filings that we
periodically make with the SEC. In addition, the forward-looking
statements included in this press release represent our views as of
the date of this press release. 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, except as required. These forward-looking statements
should not be relied upon as representing our views as of any date
subsequent to the date of this press release.
CONTACT: Ned Coletta
Senior Vice President and Chief Financial Officer
(802) 772-2239
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