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): February 16, 2012
WCA Waste Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-50808 | 20-0829917 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification number) | ||
One Riverway, Suite 1400 Houston, Texas | 77056 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (713) 292-2400
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Third Supplemental Indenture for 7.50% Senior Notes due 2019
On February 16, 2012, WCA Waste Corporation (the “Company”), the guarantors party thereto and BOKF, NA dba Bank of Texas, as trustee (the “Trustee”), entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, dated as of June 7, 2011, among the Company, the guarantors party thereto and the Trustee (the “Indenture”), which governs the Company’s 7.50% senior notes due 2019 (the “Notes”). A copy of the Third Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K.
The foregoing description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Third Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to Registration Rights Agreement
On February 16, 2012, the Company and the guarantors party thereto entered into an Amendment to Registration Rights Agreement (the “Amendment”) to the Registration Rights Agreement, dated as of June 7, 2011, among the Company, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers. A copy of the Amendment is filed as Exhibit 4.2 to this Current Report on Form 8-K.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Information |
Attached as Exhibit 99.1 is a copy of the press release, dated February 16, 2012, announcing that the Company has received the required consents in connection with its previously announced tender offer (the “Tender Offer”) relating to any and all of its outstanding Notes pursuant to its Offer to Purchase and Consent Solicitation Statement dated February 6, 2012. In conjunction with the tender offer, the Company solicited from holders of the Notes consents (the “Consent Solicitation”) to the adoption of proposed amendments to the Indenture to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions, and to the Registration Rights Agreement related to the Notes to eliminate all obligations of the Company under such agreement, including the obligation to file a registration statement with respect to the Notes. The Company is undertaking the Tender Offer and 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 the Company, as amended from time to time (the “Merger Agreement”).
ADDITIONAL INFORMATION AND WHERE TO FIND IT
WCA has filed with the SEC a definitive proxy statement and other relevant materials in connection with the merger described in the press release referenced above. The definitive proxy statement has been sent or given to the stockholders of WCA. Before making any voting or investment decision with respect to the merger, stockholders are urged to read the proxy statement and other relevant materials because they contain important information about the merger. The proxy statement and other relevant materials, and any other documents filed by WCA with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at WCA’s website at www.wcaa.com.
PARTICIPANTS IN SOLICITATION
WCA and each of its executive officers, directors and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from WCA’s stockholders in favor of the proposed transaction. A list of the names of WCA’s executive officers and directors and a description of their respective interests in WCA are set forth in WCA’s annual report on Form 10-K for the fiscal year ended December 31, 2010 and the definitive proxy statement and other relevant materials filed with the SEC in connection with the merger. Certain executive officers and directors of WCA have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under
retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. These interests and any additional benefits in connection with the proposed transaction are described in the definitive proxy statement relating to the merger.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit | Description | |
| 4.1 | Third Supplemental Indenture, dated as of February 16, 2012, by and among WCA Waste Corporation, the guarantors named therein and BOKF, NA dba Bank of Texas, as trustee | |
| 4.2 | Amendment to Registration Rights Agreement, dated as of February 16, 2012, by and among WCA Waste Corporation and the guarantors named therein | |
| 99.1 | Press Release of WCA Waste Corporation dated February 16, 2012 | |
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.
| WCA WASTE CORPORATION | ||||||
| Date: February 16, 2012 | /s/ Charles A. Casalinova | |||||
| Charles A. Casalinova | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
Exhibit | Description | |
| 4.1 | Third Supplemental Indenture, dated as of February 16, 2012, by and among WCA Waste Corporation, the guarantors named therein and BOKF, NA dba Bank of Texas, as trustee | |
| 4.2 | Amendment to Registration Rights Agreement, dated as of February 16, 2012, by and among WCA Waste Corporation and the guarantors named therein | |
| 99.1 | Press Release of WCA Waste Corporation dated February 16, 2012 | |