WCA Waste Corporation (Nasdaq:WCAA) ("WCA") today announced that it
is extending the expiration date (as extended, the "Expiration
Date") of its previously announced tender offer relating to any and
all of its outstanding 7½% Senior Notes due 2019 (the "Notes")
pursuant to its Offer to Purchase and Consent Solicitation
Statement dated February 6, 2012. The Expiration Date for the
tender offer has been extended from 2:00 p.m., New York City time,
on March 8, 2012 to 5:00 p.m., New York City time on March 22,
2012.
As of 2:00 p.m. New York City time, on March 8, 2012, holders of
approximately 97.42% of the outstanding aggregate principal amount
of the Notes have validly tendered and not validly withdrawn their
Notes. Previously tendered Notes may not be withdrawn.
Except for the extension of the Expiration Date as described
above, all other terms and conditions of the tender offer and
consent solicitation remain unchanged. Holders that have
previously tendered their Notes do not need to re-tender their
Notes or take any other action in response to this extension.
WCA undertook the tender offer and the consent solicitation in
connection with the Agreement and Plan of Merger, dated as of
December 21, 2011, by and among Cod Intermediate, LLC, a Delaware
limited liability company, indirectly owned by Macquarie
Infrastructure Partners II U.S., L.P., a Delaware limited
partnership ("MIP II US") and Macquarie Infrastructure Partners II
International, L.P., a Delaware limited partnership ("MIP II
International" and, together with MIP II US, the "Investor Group"),
Cod Merger Company, Inc., a Delaware corporation and a wholly-owned
subsidiary of Cod Intermediate, LLC and WCA, as amended from time
to time (the "Merger Agreement"), pursuant to which Cod Merger
Company, Inc. will be merged with and into WCA, with the result
that WCA will become an affiliate of the Investor Group (such
transaction, the "Acquisition"). The Acquisition is expected
to be consummated promptly following the Expiration Date.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The tender offer will only be made pursuant to the terms
of the Offer to Purchase and Consent Solicitation Statement and the
related Letter of Transmittal and Consent.
Holders may obtain copies of the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal and
Consent from the Information Agent and Depositary for the tender
offer, Global Bondholder Services Corporation, at (212) 430-3774
(collect, for banks and brokers only) and (866) 804-2200 (toll
free).
Credit Suisse Securities (USA) LLC is the Dealer Manager for the
tender offer and Solicitation Agent for the consent solicitation.
Questions regarding the tender offer and consent solicitation may
be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653
(toll free) and (212) 538-2147 (collect).
None of WCA, the Dealer Manager and Solicitation Agent, the
Information Agent, the Depositary, the trustee with respect to the
Notes or any other person makes any recommendation as to whether
holders of Notes should tender their Notes or provide the related
consents, and no one has been authorized to make such a
recommendation.
About WCA
WCA Waste Corporation is an integrated company engaged
in the collection, transportation, processing and disposal of
non-hazardous solid waste. WCA's operations currently consist
of 25 landfills, 29 transfer stations/material recovery facilities
and 29 collection operations located throughout Alabama, Arkansas,
Colorado, Florida, Kansas, Massachusetts, Missouri, New Mexico,
North Carolina, Ohio, Oklahoma, South Carolina, Tennessee and
Texas. WCA's common stock is traded on the NASDAQ Stock Market
under the symbol "WCAA."
The WCA Waste Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1736
This press release and other communications, such as conference
calls, presentations, statements in public filings, other press
releases, include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E
of the Securities and Exchange Act of 1934. Forward-looking
statements generally include discussions and descriptions other
than historical information. These forward-looking statements can
generally be identified as such because the context of the
statement will include words such as "trend," "may," "annualized,"
"should," "outlook," "project," "intend," "seek," "plan,"
"believe," "anticipate," "expect," "estimate," "potential,"
"continue," "goal," or "opportunity," the negatives of these words,
or similar words or expressions. The forward-looking statements
made herein are only made as of the date of this press release and
we undertake no obligation to publicly update such forward looking
statements to reflect subsequent events or circumstances. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, such as the
possibility that the proposed transaction does not close,
including, but not limited to, due to a failure to satisfy the
closing conditions, the failure of the stockholders of WCA to
approve the proposed transaction, the possibility that WCA will not
obtain necessary regulatory approvals to consummate the proposed
transaction and other risk factors detailed in the reports filed
with the Securities and Exchange Commission (the "SEC") by WCA.
CONTACT: Media and Investor Relations Contact:
Tom J. Fatjo, III
Senior Vice President - Finance
Phone: (713) 292-2400
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