0001193125-13-101626.txt : 20130312 0001193125-13-101626.hdr.sgml : 20130312 20130311200121 ACCESSION NUMBER: 0001193125-13-101626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130311 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130312 DATE AS OF CHANGE: 20130311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASELLA WASTE SYSTEMS INC CENTRAL INDEX KEY: 0000911177 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 030338873 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23211 FILM NUMBER: 13682368 BUSINESS ADDRESS: STREET 1: 25 GREENS HILL ROAD CITY: RUTLAND STATE: VT ZIP: 05701 BUSINESS PHONE: 8027750325 MAIL ADDRESS: STREET 1: 25 GREENS HILL ROAD CITY: RUTLAND STATE: VT ZIP: 05701 8-K 1 d495955d8k.htm FORM 8-K Form 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): March 11, 2013

 

 

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))

 

 

 

Item 8.01. Other Events.

Bond Offering

On March 11, 2013, Casella Waste Systems, Inc. (the “Company”) announced an offering of up to $16 million aggregate principal amount of solid waste disposal revenue bonds (the “VEDA Bonds”). The VEDA 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”).

In connection with the offering of the VEDA Bonds, the Company announced its intention to offer up to $5.5 million aggregate principal amount of Business Finance Authority of the State of New Hampshire (“BFA”) solid waste disposal revenue bonds (the “BFA Bonds” and, together with the VEDA Bonds, the “Bonds”) within fifteen days after the sale of the VEDA Bonds. An additional $5.5 million aggregate principal amount of BFA Bonds may be offered under the same indenture. The Company expects that the net proceeds of the BFA Bonds will be loaned to the Company by BFA to enable it to repay borrowings under its revolving credit facility for assets purchased in New Hampshire since October 5, 2011.

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.

A copy of the Company’s press release announcing the offering of the VEDA 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 VEDA Bonds, nor shall there be any sale of the VEDA 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

See Exhibit Index attached hereto.

Forward-Looking Statements

Various statements in this Current Report on Form 8-K concerning the Company’s future expectations, plans and prospects, including without limitation, statements regarding the Company’s intention to issue the VEDA Bonds and the BFA Bonds and the Company’s expectations regarding the use of proceeds of the BFA Bonds, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, market conditions and the Company’s ability to consummate the offering of the Bonds, as well as those risks more fully discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on June 28, 2012. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. 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.

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: March 11, 2013     By:  

/s/ Edmond R. Coletta

      Name:  

Edmond R. Coletta

      Title:   Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Press release of Casella Waste Systems, Inc. dated March 11, 2013
 EX-99.1 2 d495955dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

CASELLA WASTE SYSTEMS, INC. ANNOUNCES VERMONT ECONOMIC DEVELOPMENT

AUTHORITY SOLID WASTE DISPOSAL REVENUE BOND OFFERING

RUTLAND, VERMONT (March 11, 2013) – Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, announced today an offering of up to $16,000,000 principal amount of Vermont Economic Development Authority (“VEDA”) Solid Waste Disposal Long-Term Revenue Bonds (Casella Waste Systems, Inc. Project), Series 2013 (the “Bonds”), under an indenture between VEDA and the bond trustee. The Bonds will be guaranteed by certain subsidiaries of Casella, pursuant to the terms of the indenture. The exact terms and timing of the Bonds offering will depend upon market conditions and other factors. The net proceeds of the Bonds will be loaned to Casella to enable it to repay borrowings under its revolving credit facility for assets purchased in Vermont since October 5, 2011.

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 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 Casella “anticipates,” “will,” “intends,” and other similar expressions. Among the forward-looking statements in this press release are statements regarding the issuance of the Bonds and Casella’s expectations regarding the use of proceeds of the Bonds. All of these forward-looking statements are based on current expectations and estimates and management’s beliefs and assumptions. Casella cannot guarantee that it will complete the issuance 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, market conditions and Casella’s ability to consummate the issuance of the Bonds. Casella 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.

Contact:

Investors:

Ned Coletta

Chief Financial Officer

(802) 772-2239

Media:

Joseph Fusco

Vice President

(802) 772-2247