Casella Waste Systems, Inc. Announces Offering of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds
August 01 2023 - 4:05PM
Casella Waste Systems, Inc. (“Casella”) (NASDAQ:CWST), a regional
solid waste, recycling and resource management services company,
today announced an offering of up to $35.0 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-2 (the “Bonds”)
under an indenture between the Issuer and the bond trustee, dated
as of September 1, 2020 (the “Indenture”). The Bonds represent the
drawdown (which would no longer be available to the Company if not
occurring by September 2, 2023) of the remainder of the New York
State Environmental Facilities Corporation Solid Waste Disposal
Revenue Bonds Series 2020, the initial proceeds of which, in the
amount of $40.0 million, were issued in September 2020. The Bonds
will be guaranteed under an amended and restated guaranty (the
“Guaranty”) by all or substantially all of Casella’s subsidiaries
(the “Guarantors”), as required by the terms of the loan agreement,
dated as of September 1, 2020, between the Issuer and Casella (the
“Loan Agreement”), pursuant to which the Issuer will loan the
proceeds of the Bonds to Casella. Casella intends to use the net
proceeds of the Bonds to finance and/or reimburse Casella for
certain costs of certain capital projects in the State of New York.
The exact terms and timing of the offering of the Bonds will
depend upon market conditions and other factors. There can be no
assurance that all approvals with respect to the Bonds will be
received, that all other conditions to the issuance of the Bonds
will be satisfied or that the offering 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
Casella 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.
This press release shall not 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.
Safe Harbor Statement
Certain matters discussed in this press release, including,
among others, the offering of the Bonds and Casella’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 Casella
operates and management’s beliefs and assumptions. Casella 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
Casella’s forward-looking statements. Such risks and uncertainties
include or relate to, among other things: market conditions and
Casella’s ability to consummate the offering of the Bonds, as well
as additional risks and uncertainties detailed in Item 1A, “Risk
Factors” in Casella’s Form 10-K for the fiscal year ended December
31, 2022 and in other filings that Casella periodically makes with
the Securities and Exchange Commission. There can be no assurance
that Casella will be able to complete the offering of the Bonds on
the anticipated terms, or at all. Casella 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.
Investors:
Jason MeadSenior Vice President of
Finance & Treasurer(802) 772-2293
Media:
Jeff WeldDirector of
Communications(802) 772-2234http://www.casella.com
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