Casella Waste Systems, Inc. Announces Pricing of Notes Offering
July 01 2009 - 2:38PM
Marketwired
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 $180
million aggregate principal amount of 11.00% senior secured second
lien notes due 2014 (the "Notes") at an issue price of 97.212% of
the principal amount of the Notes. The issuance of the Notes is
anticipated to close on July 9, 2009. The Notes will pay interest
on a semi-annual basis.
The Notes are being sold in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act") and to non-U.S. persons
outside the United States under Regulation S under the Securities
Act.
Casella intends to use the net proceeds from the offering to
repay a portion of the borrowings under its existing senior secured
credit facility. The closing of the offering will be conditioned on
customary closing conditions and the closing of a new senior
secured first lien credit facility which will be used to refinance
the balance of the borrowings under Casella's existing senior
secured credit facility.
The Notes have not been registered under 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 the Notes, nor shall there be any
sale of the 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.
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 Casella'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 Casella "believes," "expects,"
"anticipates," "plans," "may," "will," "would," "intends,"
"estimates" and other similar expressions, whether in the negative
or affirmative. Among the forward-looking statements in this press
release are statements regarding the closing of the offering of the
Notes, the expected net proceeds to Casella as a result of the
offering of the Notes and the intended use of the proceeds from the
Note offering. All of 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 or expectations disclosed in the
forward-looking statements made. Such forward-looking statements,
and all phases of Casella's 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 its
forward-looking statements. Such risks and uncertainties include or
relate to, among other things: Casella's ability to consummate the
issuance of the Notes, Casella's ability to complete the
refinancing of its senior secured credit facility; current economic
conditions have adversely affected Casella's revenues and its
operating margin and as a result Casella would be in default under
its senior secured credit facility but for a waiver it has
obtained, which will cease to be effective if Casella does not
successfully complete its refinancing described above in this press
release before July 31, 2009; Casella 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 its control; Casella may be required to
incur capital expenditures in excess of its estimates; fluctuations
in the commodity pricing of its recyclables may make it more
difficult for Casella to predict its results of operations or meet
its estimates; and Casella may incur environmental charges or asset
impairments in the future. There are a number of other important
risks and uncertainties that could cause Casella's 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
Casella's Form 10-K for the year ended April 30, 2009. Casella does
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
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