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): August 9, 2023
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Casella Waste Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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| | | | | | | | | | | | | | |
| Delaware | | 000-23211 | | 03-0338873 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
| 25 Greens Hill Lane, | |
| Rutland, | Vermont | 05701 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ 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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Class A common stock, $0.01 par value per share | | CWST | | The Nasdaq Stock Market LLC |
| | | | (Nasdaq Global Select Market) |
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 8.01 Other Events.
On August 9, 2023, Casella Waste Systems, Inc. (the “Company”) 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. Upon issuance, the Bonds will have a final maturity of September 1, 2050. 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 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.
A copy of the Company’s press release announcing the pricing of the Bonds is attached to this Current Report on Form 8‑K as Exhibit 99.1 and is incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 shall 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX | | | | | | | | | | | | | | |
| Exhibit No. | | Exhibit Description | |
| | |
| | Press Release of Casella Waste Systems, Inc. dated August 9, 2023, relating to the pricing of the Bonds. | |
| | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document.** | |
| | | | |
| 101.LAB | | Inline XBRL Taxonomy Label Linkbase Document.** | |
| | | |
| 101.PRE | | Inline XBRL Taxonomy Presentation Linkbase Document.** | |
| | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |
| | | | |
| ** | | Submitted Electronically Herewith. | |
SIGNATURE
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.
| | | | | | | | | | | | | | | | | |
| | CASELLA WASTE SYSTEMS, INC. | |
| | | |
| Date: August 9, 2023 | | By: | | /s/ Edmond R. Coletta | |
| | | | Edmond R. Coletta | |
| | | | President and Chief Financial Officer | |
