Item 8.01 Other Events.
On August 5, 2020, Casella Waste Systems, Inc. (the "Company") announced that it
has resumed the previously announced offering of up to $40.0 million aggregate
principal amount of New York State Environmental Facilities Corporation (the
"Issuer") Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc.
Project) Series 2020R-1 (the "Bonds") to be issued under an indenture between
the Issuer and the bond trustee (the "Indenture"). The consummation of the
previously announced offering of the Bonds was delayed from the originally
anticipated issuance date of March 26, 2020 due to market conditions in the bond
market related to the COVID-19 pandemic.
One or more additional tranches of New York State Environmental Facilities
Corporation Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc.
Project) Series 2020, in the aggregate principal amount which, together with the
Bonds, does not exceed $75.0 million (the "Additional Bonds"), may be issued
under the Indenture in the future, subject to the terms and conditions of the
Indenture. The Bonds will be guaranteed under a Guaranty (the "Guaranty") by
substantially all of the Company's subsidiaries (the "Guarantors"), as required
by the terms of the Loan Agreement between the Issuer and the Company (the "Loan
Agreement") pursuant to which the Issuer will loan the proceeds of the Bonds to
The principal amount, the exact terms and the timing of the offering of the
Bonds will depend upon market conditions and other factors. There can be no
assurance that the offering of the Bonds will be completed.
The Bonds will not be a general obligation of the Issuer and will not constitute
indebtedness of or a charge against the general credit of the Issuer. The Bonds
will not be a debt of the State of New York and will be payable solely from
amounts received from the Company under the terms of the Loan Agreement and from
the Guarantors under the Guaranty.
Pursuant to the announced offering, the Bonds will be offered only to qualified
institutional buyers as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). The Bonds 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 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 shall 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit Description
99.1 Press Release of Casella Waste Systems, Inc. dated
August 5, 2020, relating to the
offering of the Bonds.
101.SCH Inline XBRL Taxonomy Extension Schema Document.**
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.**
101.LAB Inline XBRL Taxonomy Label Linkbase Document.**
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.**
104 Cover Page Interactive Data File (formatted as inline
XBRL with applicable taxonomy
extension information contained in Exhibits 101).
** Submitted Electronically Herewith.
Certain matters discussed in this Current Report on Form 8-K, including, among
others, the statements regarding the offering of the Bonds, the offering of
Additional Bonds (if any) and the Company's expectations regarding the use of
proceeds of the Bonds, 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 "believe,"
"expect," "anticipate," "plan," "may," "will," "would," "intend," "estimate,"
"guidance" 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 the
Company operates and management's beliefs and assumptions. The Company cannot
guarantee that it actually will achieve the plans, intentions, expectations or
guidance disclosed in the forward-looking statements made. Such forward-looking
statements involve a number of risks and uncertainties, any one or more of which
could cause actual results to differ materially from those described in the
Company's forward-looking statements. Such risks and uncertainties include or
relate to, among other things: market conditions and the Company's ability to
consummate the offering of the Bonds, as well as additional risks and
uncertainties detailed in Item 1A, "Risk Factors" in the Company's Form 10-K for
the fiscal year ended December 31, 2019 and in the Company's Form 10-Q for the
quarterly period ended June 30, 2020. There can be no assurance that the Company
will be able to complete the offering of the Bonds on the anticipated terms, or
at all. The Company undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information, future events
or otherwise, except as required by law.
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