Current Report Filing (8-k)
January 24 2019 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2019
Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-23211
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03-0338873
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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25 Greens Hill Lane
Rutland, Vermont
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05701
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(802) 775-0325
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On January 22, 2019, Casella Waste Systems, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement)
with Raymond James & Associates, Inc. acting as the representative of the several underwriters named therein (collectively, the Underwriters), relating to an underwritten public offering of 3,100,000 shares (the
Underwritten Shares) of the Companys Class A common stock, $0.01 par value per share (the Common Stock), being sold by the Company. The offering price of the Underwritten Shares to the public is $29.500 per share,
and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $28.315 per share. After underwriting discounts and commissions and estimated offering expenses, the Company
expects to receive net proceeds from the offering of the Underwritten Shares of approximately $87.3 million. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to
purchase up to an additional 465,000 shares of Common Stock (the Option Shares and together with the Underwritten Shares, the Shares) at the public offering price less the underwriting discounts and commissions, which was
exercised in full on January 23, 2019. The Company expects to receive net proceeds from the offering of the Shares of approximately $100.4 million.
The Shares will be issued pursuant to the Companys effective automatic shelf registration statement on Form
S-3
that the Company filed with the Securities and Exchange Commission (the SEC) on May 9, 2018 (File
No. 333-224788).
A prospectus supplement relating to the offering has been filed with the
SEC. The closing of the offering is expected to take place on January 25, 2019, subject to customary closing conditions.
A copy of the Underwriting
Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion with respect to the Shares. A copy of such opinion, including
the consent included therein, is attached as Exhibit 5.1 hereto.
The full text of the press release issued on January 23, 2019 announcing the pricing of the underwritten public offering is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CASELLA WASTE SYSTEMS, INC.
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Date: January 24, 2019
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By:
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/s/ Edmond R. Coletta
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Edmond R. Coletta
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Senior Vice President and Chief Financial Officer
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