HOUSTON, Oct. 22, 2015 /PRNewswire/ -- JCP Investment
Management, LLC (together with its affiliates "JCP"), and the other
participants in its solicitation, the collective beneficial owners
of approximately 5.8% of the outstanding Class A shares of Casella
Waste Systems, Inc. ("Casella" or the "Company") (NASDAQ: CWST),
today announced that Glass, Lewis & Co., LLC ("Glass Lewis"), a
leading independent proxy voting advisory firm, has recommended
that Casella shareholders vote on the GOLD JCP proxy card to
elect both of JCP's highly-qualified director candidates,
Brett W. Frazier and James C. Pappas, at the November 6, 2015 Annual Meeting of Casella. JCP
urges all Casella shareholders to vote for change on Casella's
Board of Directors (the "Board") by following Glass Lewis'
recommendation and voting the GOLD proxy card to elect both
JCP nominees TODAY.
James C. Pappas, the Managing
Member of JCP, responded to Glass Lewis' report saying, "We are
gratified to receive Glass Lewis' strong endorsement of our call
for change at Casella. Glass Lewis recognized Casella's need for a
fresh, shareholder-focused perspective after years of significant
value destruction under the leadership of the incumbent Board and
agreed with us that Casella would significantly benefit from
Brett's and my election to the Board."
Glass Lewis recommended that shareholders vote on JCP's
GOLD proxy card stating:
"we believe shareholders should
support JCP's solicitation, which we consider strikes an
appropriate balance between the benefits of additional waste
management experience and the need for fresh, independent,
investor-focused representation in the current board room."
Glass Lewis highlights Casella's poor operational performance
and governance failures in its support for JCP:
"Afforded a full review of the
arguments presented here, we find the incumbent board provides
investors with little cause to support the status quo. Among a long
list of concerns, Casella's performance -- both in terms of
shareholder returns and standardized operating metrics -- has been
indisputably poor over virtually any relevant time period under the
lengthy oversight of the Company's existing management group, an
issue the board attempts to deflect by pointing to an abstrusely
interleaved array of inconsistent and unconvincing short-term
performance periods. Further still, a turn toward Casella's
governance yields no alternative footing for the board, in our
view, as recently announced changes appear both modest and
reactive, and, in any case, completely fail to address the single
corporate governance issue about which a substantial majority of
the Company's investors have already expressed an unquestionable
preference."
Glass Lewis recognizes Casella's poor total shareholder returns
(TSR) under the incumbent Board's leadership:
"Casella's returns have trailed
both the broader market and the Peer Composite over all selected
periods, generally by indisputably substantial margins. We believe
this data works strongly against the board's argument that
investors have already realized any purported benefit from "strong
execution" of the strategic plan, and instead suggests Casella
investors have suffered very poor returns over both short and
long-term unaffected review periods."
"Perhaps just as damaging to
the board's case is the fact that between April 27, 2015 and the recent market close on
October 20, 2015 -- a period covering
substantially all of JCP's public involvement with the Company --
Casella's shares climbed 16.2%, while the Peer Composite gained
just 1.4% and the S&P 500 Index lost 3.7%."
Glass Lewis agrees that a quantitative analysis of Casella's
performance does not favor the Board:
"That narrative worsens
considerably with reference to the Company's unadjusted EBITDA
growth, which trails the peer average over every selected review
period. Indeed, over the longest horizons, an argument could be
made for Casella's poor performance in absolute terms, as the
Company's unadjusted EBITDA has actually contracted on a CAGR basis
by 1.4% per year over the last ten years. This decidedly mediocre
performance in matched in lockstep with marked declines in
Casella's EBITDA margins over the same period, which declines are
in no way matched by the stable average posted by the Peer
Composite."
Glass Lewis recognizes that recent changes at Casella were
merely reactive and questions the motivations of the Board:
"On the corporate governance
front, we acknowledge the board frequently highlights its apparent
willingness to proactively implement progressive governance changes
as part of its regular review procedures."
"we would cast these changes --
which were announced on September 1,
2015, well after JCP's public involvement -- as rather
starkly reactive and unlikely to represent the board's
willingness to implement more substantive changes to Casella's
corporate governance." (emphasis added)
"the incumbent board -- facing
significant external pressure from JCP -- sidesteps the issue
entirely in favor of undertaking less noteworthy and, to our
knowledge, entirely unrequested governance reforms, a
framework we believe offers a more accurate depiction of the
incumbent board's commitment to progressive corporate governance
protocols. Taken collectively, we believe these issues represent
a substantial failure on the part of the committee to fulfill their
obligations to shareholders." (emphasis added)
Glass Lewis concludes that the time for change at Casella is now
and shareholders should vote the GOLD proxy card:
"Notwithstanding the board's
attempt to frame the incumbent management group as architects of a
decisive turn-around warranting continued investor support, we
believe a more detailed evaluation of Casella suggests unaffiliated
shareholders are in sore need of alternative board-level
perspectives that might produce more fruitful operating strategies
and mitigate the overwhelming influence of the board's long-term
members. In this regard, we believe JCP successfully argues
appointment of its nominees -- which would represent a clear
minority on the continuing board -- would offer shareholders both
additional industry insight and fresh shareholder representation
within a stagnant, underperforming board room.'"
"Accordingly, we recommend
shareholders vote FOR all nominees using the Dissident's
GOLD proxy card."
CASELLA SHAREHOLDERS, GLASS LEWIS HAS SPOKEN,
THE TIME FOR ACTION IS NOW. VOTE YOUR GOLD JCP PROXY CARD FOR BOTH
OF THE JCP NOMINEES 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