CWST Casella Waste Systems Inc

Item 8.01. Other Events.

Bond Offering

On May 9, 2016, Casella Waste Systems, Inc. (the “Company”) announced an offering of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation solid waste disposal revenue bonds (the “Bonds”). The Bonds represent the drawdown of the remainder of the New York State Environmental Facilities Corporation solid waste disposal revenue bonds, the initial proceeds of which, in the amount of $25.0 million, were loaned to the Company in December 2014. The Bonds will be guaranteed by certain subsidiaries of the Company (the “Guarantors”). 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 net proceeds of the Bonds will be loaned to the Company to enable it to finance or refinance certain costs relating to landfill development and improvements; the construction, improvement and equipping of solid waste disposal, collection, transfer, recycling and customer care facilities; the acquisition of vehicle, container and related equipment for solid waste collection and transportation services; and the issuance of the Bonds.

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 March 31, 2016, assuming the Bonds had been issued on that date and the proceeds of the Bonds, net of estimated transaction costs, and approximately $3.0 million which shall be maintained in the project fund pending disbursement for costs of certain capital projects in the State of New York (the “Project”), had been applied to the repayment of amounts outstanding under the Company’s senior credit facility (the “Senior Credit Facility”) that were used to finance the Project, the Company and the Guarantors would have had approximately $529.6 million of aggregate outstanding indebtedness (excluding approximately $26.3 million of outstanding undrawn letters of credit issued under the Senior Credit Facility) under the following debt arrangements: $56.6 million under the Senior Credit Facility, $25.0 million principal amount of the Finance Authority of Maine Series 2005 solid waste disposal revenue 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 New York State Environmental Facilities Corporation solid waste disposal revenue bonds, and $366.1 million principal amount of 7-3/4% Senior Subordinated Notes due 2019, and an additional $54.6 million of unused commitments under the Senior Credit Facility. As of March 31, 2016, the Company had $5.2 million of additional indebtedness outstanding, including capital leases and seller financing notes. In addition, the terms of the Company’s existing indebtedness permit the Company to incur additional debt.

A copy of the Company’s press release announcing the offering of the 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 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.