Casella Waste Systems, Inc. Announces Pricing of Up to $35.0 Million of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds (Casella Waste Systems, Inc. Project) Series 2020R-2
August 09 2023 - 4:45PM
Casella Waste Systems, Inc. (“Casella”) (NASDAQ:CWST), a regional
solid waste, recycling and resource management services company,
today announced that it has priced the previously announced
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”) to be issued 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.
During the initial 7-year term fixed interest
rate period, the interest rate on the Bonds will be 5.125% per
annum, and the Bonds will be guaranteed under an amended and
restated guaranty (the “Guaranty”) by substantially all of
Casella’s subsidiaries (the “Guarantors”), as required by the terms
of a 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. The Bonds
will mature on September 1, 2050. The issuance of the Bonds is
expected to close on August 24, 2023. Casella intends to use the
net proceeds of the Bonds to finance and/or reimburse certain costs
of certain capital projects in the State of New York.
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 issuance 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
remarketing proceeds and from amounts received from Casella under
the terms of the Loan Agreement and from the Guarantors under the
Guaranty.
The Bonds are being offered only to qualified
institutional buyers as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). The Bonds have not
been and 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 statements regarding the issuance 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 closing of the offering of the Bonds on
the anticipated terms, or at all, 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 SEC. There can be
no assurance that Casella will be able to complete the closing of
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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