HOUSTON, Oct. 28, 2015 /PRNewswire/ --
Dear Fellow Casella Stockholder:
JCP Investment Management, LLC ("JCP"), together with its
affiliates, currently owns approximately 5.8% of Casella Waste
Systems, Inc (NASDAQ: CWST) ("Casella" or the "Company"). We
have nominated two highly-qualified, independent candidates,
Brett W. Frazier and James C. Pappas, for election to Casella's board
of directors (the "Board") at the upcoming annual meeting of
stockholders (the "Annual Meeting") to be held next Friday, November 6, 2015. For the last nine
months, JCP has worked diligently to introduce fresh perspective,
real accountability and focus on the public stockholders into
Casella's performance and strategy. Along the way we have
heard from many of our fellow stockholders who have expressed
support for the change and accountability we are seeking at
Casella, for which we are very grateful.
To be clear, as a 5.8% Class A shareholder we are here to
monitor the management's execution of the promises they have made
to shareholders. Casella has not achieved a guidance in 18
years as a public company. The Company's chances of success are
multiplied with JCP's nominees on the Board. If the management plan
does not work, we are here to make sure strategic alternatives are
explored.
As long-term stockholders, we would happily buy into
management's promise of increased returns if it could be
trusted. But Casella's management as well as Casella's Board
continue to be led by John Casella
and his brother and this old guard is singing a well-familiar
tune.
They promised stockholders a turnaround in their 2010 plan
and then again in their 2012 plan and both have proven failures
(both plans resulted in a decrease or flat EBITDA and since the
2012 plan leverage has only increased from 4.7x to 5.1x while Class
A stockholders have been massively diluted with an 11.5 million
share issuance).
It is crucial that stockholders continue to demand
accountability from Casella's management and Board by electing
JCP's nominees so we can tackle Casella's long-term challenges and
create sustainable improvement.
We are seeking to add two independent directors on the Board
who will oversee impartially John
Casella and his management team and will ensure the best
interests of the Class A public stockholders are paramount in all
material decisions, including in pursuing strategic alternatives if
this proves to be a value-maximizing option.
DON'T BE FOOLED BY MANAGEMENT'S
PROMISES
We have always been firm believers in Casella's landfills,
trucks and transfer stations. Unfortunately, as all long-term
investors know, Casella's track record over the last ten years is
littered with strategy reversals and unrealized promises of margin
improvement, enhanced growth, and lower leverage.
Under the harsh light of a proxy contest, Casella management
is offering more new promises to deliver
improvements.
WITHOUT JCP'S CONTEST, NONE OF CASELLA'S
SHORT TERM CHANGES WOULD HAVE HAPPENED
Ask yourself: with management responding to themselves as
part of a management -partial Board will they see through
completion the initiatives they promise public stockholders today?
Or will the public stockholders once again find themselves cheated
as they were in 2010 and then again in 2012 once the Annual Meeting
is over and pressure from JCP subsides?
And if this new plan fails again, will John Casella -- founder, CEO, Chairman and Class
B holder of Casella-- do what is right for us the Class A
stockholders? Will he open-mindedly explore all strategic
alternatives to maximize value for the Class A
stockholders?
In our conversations with you, Casella's true owners, we have
found broad agreement with our views on Casella's performance and
our proposed strategies to improve that performance. In fact,
we have found that most investors accept as a predicate that
Casella needs dramatic change and that accountability has been
desperately lacking for years. Pressure to perform from
stockholders has started the ball rolling, but it will take more
than promises to generate durable performance improvement and
sustainable value enhancement. Stockholder-driven
accountability is working - we need your help to finish the
job.
WE WANT SUCCESSFUL EXECUTION
IF CASELLA'S PLAN FAILS, WE NEED TO SEEK
STRATEGIC ALTERNATIVES
This debate has always been about who is better equipped to
demand answers to the tough questions that Casella's leadership has
avoided for a decade: the status quo handpicked nominees or
independent stockholder representatives. As independent
nominees of major stockholders, the JCP director candidates are
focused on the issues that matter to all Casella stockholders.
We encourage stockholders to send a message that pressure to
perform does not end with the Annual Meeting by voting the GOLD
proxy card to elect both JCP nominees.
We believe the choice is clear: a vote for JCP's nominees is
a vote to embrace accountability and objective decision-making, and
your best insurance policy against a return to the status
quo.
Sincerely,
James C. Pappas
VOTE FOR THE MOST QUALIFIED SLATE OF DIRECTORS TO
RESTORE AND ENHANCE THE VALUE OF YOUR CASELLA INVESTMENT
PLEASE SIGN, DATE, AND MAIL THE GOLD PROXY CARD
TODAY If you have any questions, or require assistance with your
vote, please call InvestorCom, Inc., toll- free at (877) 972-0090
or direct at (203) 972-9300
About JCP Investment Management:
JCP Investment Management, LLC is an investment firm
headquartered in Houston, TX that
engages in value-based investing across the capital
structure. JCP follows an opportunistic approach to investing
across different equity, credit and distressed securities largely
in North America.
Investor Contact:
John Glenn Grau
InvestorCom, Inc.
(203) 972-9300 ext. 11
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SOURCE JCP Investment Management, LLC