Casella Waste Systems, Inc. Announces Offering of Senior Secured Second Lien Notes
June 24 2009 - 7:00AM
Marketwired
Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste,
recycling and resource management services company, announced today
that it intends to offer $205 million aggregate principal amount of
senior secured second lien notes due 2014 (the "Notes").
The net proceeds from the offering will be used to repay a
portion of the borrowings under the company's existing senior
secured credit facility. The offering will be conditioned on the
closing of a new senior secured first lien credit facility which
will be used to refinance the balance of the borrowings under the
company's existing senior secured credit facility.
The Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), and unless so registered,
may not be offered or sold in the United States absent registration
or an applicable exemption from, or in a transaction not subject
to, 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 these Notes, nor shall there be any
sale of these 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.
This notice is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
As previously described in the annual report on Form 10-K filed
with the Securities and Exchange Commission on June 16, 2009, the
company also noted that its independent registered public
accounting firm's report on its financial statements as of April
30, 2009 expressed doubt about its ability to continue as a going
concern. Following the closing of the offering of the Notes, the
company will engage its independent registered accounting firm to
re-audit its financial statements for the 2009 fiscal year. The
company expects that the opinion on these re-audited financial
statements will eliminate the explanatory paragraph about its
ability to continue as a going concern.
About Casella Waste Systems, Inc.
Casella Waste Systems is an integrated solid waste and resource
management company headquartered in Rutland, Vermont. For further
information, investors should contact Ned Coletta, director of
investor relations at (802) 772-2239; or visit the company's
website at http://www.casella.com.
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 the company "believes," "expects,"
"anticipates," "plans," "may," "will," "would," "intends,"
"estimates" 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 we operate and management's
beliefs and assumptions. We cannot guarantee that we actually will
achieve the plans, intentions or expectations disclosed in the
forward-looking statements made. Such forward-looking statements,
and all phases of our operations, involve a number of risks and
uncertainties, any one or more of which could cause actual results
to differ materially from those described in our forward-looking
statements. Such risks and uncertainties include or relate to,
among other things: the company's ability to consummate the
issuance of the Notes, the company's ability to complete the
refinancing of its senior secured credit facility; current economic
conditions have adversely affected our revenues and our operating
margin and as a result we would be in default under our senior
secured credit facility but for a waiver we have obtained which
will cease to be effective if we do not successfully complete our
refinancing described above in this press release before July 31,
2009; we may be unable to reduce costs or increase revenues
sufficiently to achieve estimated EBITDA and other targets;
landfill operations and permit status may be affected by factors
outside our control; we may be required to incur capital
expenditures in excess of our estimates; fluctuations in the
commodity pricing of our recyclables may make it more difficult for
us to predict our results of operations or meet our estimates; and
we may incur environmental charges or asset impairments in the
future. There are a number of other important risks and
uncertainties that could cause our actual results to differ
materially from those indicated by such forward-looking statements.
These additional risks and uncertainties include, without
limitation, those detailed in Item 1A, "Risk Factors" in our Form
10-K for the year ended April 30, 2009. We do not necessarily
intend to update publicly any forward-looking statements whether as
a result of new information, future events or otherwise, except as
required.
Contact: Ned Coletta Director of Investor Relations (802)
772-2239 http://www.casella.com
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