8-K

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, 2019

__________________________________________

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

__________________________________________

Delaware	000-23211	03-0338873
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25 Greens Hill Lane,
Rutland,	Vermont	05701
(Address of principal executive offices)		(Zip Code)

Registrant’s 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value per share	CWST	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 25, 2019, Casella Waste Systems, Inc. (the “Company”) has priced the previously announced remarketing of $11.0 million aggregate principal amount of the Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2013 (the “Bonds”). The Bonds were originally issued on April 4, 2013 and have a final maturity of April 1, 2029.

A copy of the Company’s press release announcing the pricing of the remarketed 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.    

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release of Casella Waste Systems, Inc. dated September 25, 2019, relating to the remarketing of the Bonds.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.**
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document.**
101.LAB	Inline XBRL Taxonomy Label Linkbase Document.**
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document.**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.**
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
**	Submitted Electronically Herewith.

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.

	CASELLA WASTE SYSTEMS, INC.
Date: September 25, 2019	By:	/s/ Edmond R. Coletta
		Edmond R. Coletta
		Senior Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Casella Waste Systems, Inc. Announces Pricing of Remarketed Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds

RUTLAND, Vermont (September 25, 2019) - Casella Waste Systems, Inc. (“Casella”) (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, has priced the previously announced remarketing of $11.0 million aggregate principal amount of the Business Finance Authority of the State of New Hampshire (the “Authority”) Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2013 (the “Bonds”). The Bonds will bear interest at a rate of 2.95% from October 1, 2019 through final maturity. The Bonds were originally issued on April 4, 2013 and have a final maturity date of April 1, 2029. Pursuant to the indenture under which the Bonds were offered, the interest rate period under which the Bonds were previously issued is expiring on October 1, 2019, and accordingly, the Bonds will be remarketed at a new interest rate for a new interest rate period. The Bonds are guaranteed by all or substantially all of Casella’s subsidiaries, as required pursuant to the terms of the indenture. The Bonds are not a general obligation of the Authority, nor are they a debt or pledge of the faith and credit of the State of New Hampshire, and are payable solely from amounts received from Casella under the indenture. Casella has issued a notice of a mandatory tender for the Bonds with respect to the expiring interest rate period. The remarketing is expected to occur on October 1, 2019.

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, including, among others, the statements regarding Casella’s intention to remarket the Bonds, 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 “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 remarketing of the Bond on the anticipated terms, or at all, as well as additional risks and uncertainties detailed in Item 1A, “Risk Factors” in Casella’s Form 10-K for the fiscal year ended December 31, 2018. There can be no assurance that Casella will be able to complete the remarketing of the Bonds on the anticipated terms, or at all. 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 Coletta

Chief Financial Officer

(802) 772-2239

Media:

Joseph Fusco

Vice President

(802) 772-2247

1

XML

Cover Page Document	Sep. 25, 2019
Cover page.
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Entity Address, Address Line One	25 Greens Hill Lane,
Entity Central Index Key	0000911177
Amendment Flag	false
Written Communications	false
Entity Emerging Growth Company	false
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	000-23211
Entity Tax Identification Number	03-0338873
Entity Address, Postal Zip Code	05701
Document Period End Date	Sep. 25, 2019
Entity Registrant Name	Casella Waste Systems, Inc.
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
City Area Code	802
Local Phone Number	775-0325
Entity Address, City or Town	Rutland,
Entity Address, State or Province	VT
Trading Symbol	CWST
Security Exchange Name	NASDAQ