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): October 9, 2014
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.
On October 9, 2014, Casella Waste Systems, Inc. priced its previously announced offering of $11.0 million aggregate principal amount of Business Finance Authority of the State of New Hampshire solid waste disposal revenue bonds due April 1, 2029 (the “Bonds”), consisting of (i) the conversion and remarketing of $5.5 million principal amount of Bonds originally issued in 2013 and (ii) the issuance of $5.5 million principal amount of additional Bonds.
The press release announcing the pricing of the offering 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 any 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.
| 99.1 | Press Release of Casella Waste Systems, Inc. dated October 9, 2014 |
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: October 9, 2014 | By: | /s/ Edmond R. Coletta | ||||
| Edmond R. Coletta | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit Index
| 99.1 | Press Release of Casella Waste Systems, Inc. dated October 9, 2014 |
Exhibit 99.1
CASELLA WASTE SYSTEMS, INC. ANNOUNCES PRICING OF BUSINESS FINANCE AUTHORITY OF THE STATE OF NEW HAMPSHIRE SOLID WASTE DISPOSAL REVENUE BONDS
RUTLAND, VERMONT (October 9, 2014) – Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling and resource management services company, announced today that it has priced the previously announced offering of $11.0 million aggregate principal amount of Business Finance Authority of the State of New Hampshire (“BFA”) Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2013 (the “Bonds”), consisting of (i) the conversion and remarketing of $5.5 million principal amount of Bonds originally issued in 2013 and (ii) the issuance of $5.5 million principal amount of additional Bonds. During the 5 year term interest rate period, the interest rate of the Bonds will be 4.00%. The Bonds will mature on April 1, 2029 and will be guaranteed by substantially all of the subsidiaries of Casella, pursuant to the terms of the Bond indenture. The issuance and conversion of the Bonds, as applicable, are expected to close on October 16, 2014.
The net proceeds of the Bonds were or will be loaned, as the case may be, to Casella to enable it to repay borrowings under its revolving credit facility to finance certain capital projects.
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 offering 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 offering 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 offering 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